4 unchanged sentences
As of February 22, 2023, there were 140 holders of record of our common stock.
−Removed: The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
+Added: The actual number of stockholders is greater than this number of holders of record, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
3 unchanged sentences
Securities Authorized for Issuance under Equity Compensation Plans
−Removed: See the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance.
+Added: See the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” included in Part III, Item 12 of this Annual Report for information regarding securities authorized for issuance.
Stock Performance Graph
−Removed: The stock performance graph set forth below shall not be deemed “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.
+Added: The stock performance graph set forth below shall not be deemed “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.
The following graph compares the performance of our common stock to the Standard & Poor’s (“S&P”) 500 Index and Peer Group Index by assuming $100 was invested in each investment option as of April 1, 2021, which represents the day our common stock began trading on the NYSE.
+Added: Year 4/1/21 12/31/21 12/31/22
+Added: COMP $ 100 $ 45.11 $ 11.56
S&P 500 Index (1)
+Added: $ 100 $ 118.57 $ 95.51
Peer Group Index (2)
+Added: $ 100 $ 67.17 $ 23.05
(1) S&P 500 Index is a capitalization-weighted index of domestic equities of the largest companies traded on the NYSE and NASDAQ.
2 unchanged sentences
(OPEN), EXP World Holdings, Inc.
−Removed: (EXPI) and Realogy Holdings Corp.
+Added: (EXPI) and Anywhere Real Estate Inc.
Sales of Unregistered Securities
−Removed: From January 1, 2021 through December 31, 2021, we sold and issued the following unregistered securities, which share numbers have been adjusted, as appropriate, for the ten-for-one forward stock split of our common stock that occurred in March, 2021 (including, by incorporation by reference, the unregistered securities issuances disclosed in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021):
−Removed: From October 1, 2021 through December 31, 2021, pursuant to an Equity Exchange Right Agreement, 2,110,747 shares of Class A common stock held by the Company’s founder and Chief Executive Officer were exchanged for an equivalent number of shares of Class C common stock.
−Removed: The offer, sale and issuance of the securities above was deemed to be exempt from registration under the Securities Act in reliance upon Section 3(a)(9) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering.
−Removed: The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
−Removed: Use of Proceeds from Public Offering of Common Stock
−Removed: During April 2021, we completed our IPO, in which we sold 26,296,438 shares of our Class A common stock at a public offering price of $18.00 per share.
−Removed: We received aggregate proceeds of $438.7 million from the IPO, net of the underwriting discount and offering costs of approximately $11.0 million.
−Removed: We have used a portion of the net proceeds and intend to use the remainder of the net proceeds, from our IPO for working capital and other general corporate purposes, which may include research and development, sales and marketing activities, general and administrative matters, and capital expenditures.
−Removed: We may also use a portion of the proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business.
−Removed: The representatives of the underwriters of our IPO were Goldman Sachs & Co.
−Removed: LLC, Morgan Stanley & Co.
−Removed: LLC and Barclays Capital Inc.
−Removed: No payments were made by us to directors, officers, or persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries and to non-employee directors
−Removed: pursuant to our director compensation policy.
+Added: From October 1, 2022 through December 31, 2022, we offered, sold and issued the following unregistered securities:
+Added: (1) an aggregate of 240,592 shares of Class A common stock held by the Company's founder and Chief Executive Officer, Robert Reffkin, were exchanged for an equivalent number of shares of Class C common stock pursuant to the Equity Exchange Right Agreement;
+Added: (2) an aggregate of 698,088 shares of Class A common stock were issued on November 4, 2022 in connection with our previously disclosed acquisition of the Randall Family of Companies, as consideration for an earnout payable to the former owners.
+Added: The offer, sale and issuance of the securities described above were exempt from registration under the Securities Act in reliance upon Section 3(a)(9) and Section 4(a)(2) of the Securities Act (or Regulation D promulgated thereunder) as transactions by an issuer not involving any public offering.
+Added: The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with the view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
Issuer Purchases of Equity Securities
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.