Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On October 2, 2026, Glenn Sanford, the Chairman and Chief Executive Officer of AGNT, Inc. (the “Company”), confirmed to the Company’s Board of Directors (the “Board”) that, to facilitate the Company’s planned leadership succession, he recommended that Leo Pareja, Chief Executive Officer of eXp Realty, LLC (“eXp Realty”), a wholly owned subsidiary of the Company, be appointed as the Company’s Chief Executive Officer, and that Mr. Sanford intends to transition from his role as Chief Executive Officer of the Company and from all other employment positions with the Company and its subsidiaries, effective October 8, 2026. Mr. Sanford will continue to serve as Chairman of the Board following this transition. Upon the cessation of his employment with the Company, Mr. Sanford will become eligible to participate in the Company’s non-employee director compensation program on the same terms generally applicable to the Company’s independent directors, as described under “Non-Employee Director Compensation” in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders, filed with the Securities and Exchange Commission on March 9, 2026. Although Mr. Sanford is not expected to qualify as an independent director under the Company’s applicable director independence standards, the Compensation Committee of the Board determined that Mr. Sanford will receive the Company’s standard non-employee director compensation package in light of his role as the Company’s founder, his prior service as Chief Executive Officer and his continued service as Chairman of the Board. In addition, in connection with the transition, the Company anticipates entering into a Consulting Services Agreement with Mr. Sanford, which, if entered into, would be disclosed in a subsequent Current Report on Form 8-K.
(c) On October 6, 2026, the Board acted by unanimous written consent to appoint Mr. Pareja as the Company’s Chief Executive Officer, effective October 8, 2026 (the “Effective Date”). Mr. Pareja, age 44, has served as Chief Executive Officer of eXp Realty since April 2024, after joining eXp Realty in July 2022 as President of Affiliated Services and, beginning in November 2022, as Chief Strategy Officer. He brings more than 20 years of real estate industry experience, including as co-founder, President and Chief Executive Officer of Remine, Inc. from January 2016 until its acquisition by MLS Technology Holdings, LLC in October 2021, and as a co-founder of a private lending company and a Multiple Listing Service technology vendor. Mr. Pareja has been recognized as a top-ranked agent by RealTrends’ The Thousand and Realtor® Magazine’s “30 Under 30,” and as the No. 1 agent on the National Association of Hispanic Real Estate Professionals’ (“NAHREP”) Top 250 list. He also served as founding president of NAHREP’s Metro D.C. chapter and later as NAHREP’s national president.
On October 8, 2026, the Company and Mr. Pareja entered into an Employment Agreement (the “Employment Agreement”), effective as of the Effective Date, which supersedes the offer letter between Mr. Pareja and eXp Realty dated May 21, 2022. The Employment Agreement has an initial five-year term, subject to earlier termination, and automatically renews for successive one-year terms unless either party provides at least 90 days’ written notice of non-renewal. Under the Employment Agreement, Mr. Pareja will report to the Board, and, during the period he serves as Chief Executive Officer, the Company has agreed, subject to the Board’s discretion (exercised consistent with its fiduciary duties and stockholders’ best interests) and requisite stockholder approval, to (i) cause him to be nominated for election or reelection as a director at each annual or special meeting of stockholders after the effective date of the Employment Agreement at which directors are to be elected and his term as a director would otherwise expire, (ii) recommend that stockholders vote in favor of his election or reelection, (iii) include him as a Board nominee in the Company’s applicable proxy statement and proxy card, and (iv) use the same efforts to solicit proxies in favor of his election or reelection as the Company uses for the Board’s other nominees. Under the Employment Agreement, Mr. Pareja’s annual base salary will increase to $1,800,000, and he will receive a promotional equity grant consisting of (i) a stock option covering 1,060,814 shares of common stock at target, subject to performance-based vesting over a five-year performance period based on the Company’s total shareholder return relative to a peer group of companies (with the number of shares that vest ranging from 0% to 200% of target depending on the Company’s relative total shareholder return), and (ii) 573,588 restricted stock units vesting in equal quarterly installments over three years. Beginning with the 2027 calendar year and continuing for each calendar year thereafter during the term of the Employment Agreement, Mr. Pareja will also be eligible to receive an annual equity award consisting of 50 percent stock options and 50 percent restricted stock units, with such restricted stock units vesting in equal quarterly installments over three years. For the 2027 calendar year, the stock option portion will be earned based on the Company’s achievement against an annual earnings before interest and taxes target to be set at the time of grant, with the earned amount vesting in three equal annual installments measured from the grant date; the performance metric applicable to the stock option portion of annual equity awards for calendar years after 2027 will be determined by the Compensation Committee of the Board in its discretion. The annual equity award for the 2027 calendar year will have an aggregate grant-date value of $4,897,500, and the grant-date value of annual equity awards for subsequent calendar years will be determined by the Compensation Committee of the Board in its discretion. Mr. Pareja will be entitled to customary senior executive benefits, reimbursement of reasonable business expenses, and directors’ and officers’ liability insurance coverage and indemnification consistent with those provided to other senior executives. The Company has also agreed to reimburse Mr. Pareja for reasonable legal fees incurred in connection with the negotiation of the Employment Agreement. Upon any termination of employment, Mr. Pareja will be entitled to accrued salary, reimbursement of qualifying unreimbursed business expenses, and vested employee benefits. If his employment is terminated by the Company without “cause” (other than due to death or disability) or he resigns for “good reason,” each as defined in the Employment Agreement, he will also be entitled to 18 months of continued base salary and COBRA benefits for up to 12 months. If the Company elects not to renew the term of the Employment Agreement, such non-renewal will be treated as a
