| ● | The Redomestication did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Texas Corporation. |
| ● | The Redomestication did not have any material adverse accounting implications for the Company. |
Certain rights of the Company’s stockholders were changed as a result of the Redomestication. A more detailed description of the Plan of Conversion, Texas Charter, and Texas Bylaws, and the effects of the Redomestication, is set forth under “PROPOSAL 4 – APPROVAL OF REDOMESTICATION FROM DELAWARE TO TEXAS, BY CONVERSION” of the Proxy Statement, and the description contained therein is incorporated herein by reference.
The foregoing descriptions of the Plan of Conversion, the Texas Charter and the Texas Bylaws do not purport to be complete and are subject to and qualified in their entirety by the full text of Plan of Conversion, the Texas Charter and the Texas Bylaws, copies of which are attached hereto as Exhibit 2.1, Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
A copy of the press release announcing the Redomestication is attached hereto as Exhibit 99.1.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Item 5.02(b)
On June 9, 2026, the Company announced that Wendy Forsythe has been promoted from her role as Chief Marketing Officer of eXp Realty, LLC to serve as Chief Operating Officer of eXp Realty, LLC, effective June 8, 2026 (the “Effective Date”). As of the Effective Date, Ms. Forsythe no longer serves as Chief Marketing Officer of eXp Realty, LLC.
A description of Ms. Forsythe’s business experience is available under “Executive Compensation – Executive Officers” in our Proxy Statement, and is incorporated by reference herein. There are no arrangements or understandings between Ms. Forsythe and any other person pursuant to which she is being appointed as Chief Operating Officer of eXp Realty, LLC. There are no family relationships between Ms. Forsythe and any other director or executive officer of the Company, and no transactions involving Ms. Forsythe that would require disclosure under Item 404(a) of Regulation S-K.
Item 5.02(e)
In connection with her appointment as Chief Operating Officer of eXp Realty, LLC, Ms. Forsythe will receive an annual base salary of $850,000, representing an increase from her prior annual base salary of $750,000. Ms. Forsythe will remain eligible to participate in the Company’s long-term equity incentive program, as determined by the Compensation Committee of the Board of Directors, as well as the Company’s other employee benefit plans generally available to employees of the Company.
A copy of the press release announcing the change in Ms. Forsythe’s role is attached hereto as Exhibit 99.2.
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.
The foregoing description of the Name Change is only a summary and is qualified in its entirety by reference to the full text of the Name Change Charter Amendment which is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated by reference herein.
A copy of the press release announcing the Name Change is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | Description |
2.1 | Plan of Conversion |
3.1 | Bylaws of AGNT, Inc. |
3.2 | Certificate of Amendment of Certificate of Incorporation of eXp World Holdings, Inc. |
3.3 | Certificate of Formation of AGNT, Inc. |
10.1 | Form of Indemnification Agreement to be entered into between AGNT, Inc. and its directors and officers |