Douglas Elliman Inc SEC Filings

Douglas Elliman Inc. (DOUG) President and CEO Michael S. Liebowitz, who is also a director, reported equity changes in a Form 4. On 11/24/2025, 196,750 shares of common stock were withheld at $2.41 per share to cover his payroll tax liabilities tied to the vesting of 500,000 restricted shares originally awarded on November 24, 2024. The $2.41 value reflected the average of that day’s low ($2.35) and high ($2.47) trading prices.

The filing also notes a transfer of 56,530 shares from Liebowitz’s direct holdings to MSL18 Holdings LLC, a single-member LLC he owns. Following these transactions, he beneficially owns 1,344,030 shares directly and 1,534,912.149 shares indirectly through MSL18 Holdings LLC.

Douglas Elliman Inc. has applied to withdraw its previously filed Form S-3 resale registration statement that had registered 40,854,085 shares of common stock issuable upon conversion of its 7% senior secured convertible notes due 2029. The company explains that on October 24, 2025 it repaid and redeemed all of these notes, so no securities remain outstanding or issuable under them. The filing also states that no securities were sold, and none will be sold, under this registration statement.

Douglas Elliman Inc. (DOUG) disclosed an insider ownership update: director Perry Weitz filed an initial Form 3 stating he beneficially owns 0 shares of the company’s stock and holds no reportable derivative securities as of 11/03/2025. The filing indicates a single reporting person and includes a Power of Attorney, with the form signed by an attorney-in-fact.

Douglas Elliman Inc. reported Q3 2025 results with total revenue of $262.8 million, slightly below $266.3 million a year ago. The quarter posted an operating loss of $10.7 million versus a $7.4 million loss last year, and a net loss of $24.9 million versus $27.4 million. Year‑to‑date revenue reached $787.6 million (up from $752.3 million), with the net loss narrowing to $53.9 million from $70.9 million.

Cash and cash equivalents were $143.0 million at September 30, 2025. Stockholders’ equity was $114.8 million, down from $162.4 million at year‑end, reflecting losses and a higher derivative liability. The fair value of the derivative embedded within the convertible debt increased to $63.4 million from $30.3 million, contributing $15.4 million to other expense in Q3.

Subsequent events: on October 24, 2025, the company sold Douglas Elliman Property Management for a base purchase price of $85.0 million and redeemed all 7.0% Convertible Notes due 2029 for an aggregate payment of $95.0 million, including approximately $1.4 million of accrued interest. At October 29, 2025, shares outstanding were 88,818,970.

Douglas Elliman Inc. (NYSE: DOUG) furnished an update covering two items. First, it announced that it released financial results for the three and nine months ended September 30, 2025, with the full details provided in a press release furnished as Exhibit 99.1.

Second, the Board appointed Perry Weitz as an independent Class III director effective November 3, 2025, and named him to the Audit Committee. On the same date, Patrick J. Bartels Jr. and Scott Vogel resigned as Class III directors; the company stated their resignations were not due to any disagreement on operations, policies, or practices. A separate press release regarding the appointment was furnished as Exhibit 99.2. The company noted that the furnished materials are not deemed “filed” under the Exchange Act.

Douglas Elliman Inc. (DOUG) repurchased its senior secured convertible notes for $95,000,000 on 10/24/2025 from KLCP Fund III (EU) Master AIV LP and KLIM Delta HQC3 LP. The Form 4 reports the disposition of the derivative securities to 0 indirectly held following the transaction. In connection with the repurchase, David Chene resigned from the Board of Directors on 10/24/2025.

The KLCP Fund III note had a principal amount of $45,790,109.01 and the KLIM Delta note had a principal amount of $4,209,890.99, each due on July 2, 2029 with interest at 7.0% in cash or 8.0% paid in kind. The notes were convertible at an initial price of $1.50 per share, subject to a 4.99% Beneficial Ownership Limitation, adjustable on notice up to 24.99%. The table lists underlying common stock amounts of 30,526,740 and 2,806,594 shares for the respective notes.

Douglas Elliman Inc. (DOUG) completed the sale of its Douglas Elliman Property Management business to PMG Holdings for a base purchase price of $85 million, subject to customary working capital, cash, debt, and expense adjustments. The deal closed concurrently with signing on October 24, 2025, following unanimous Board approval, with one director recusing.

The company expects to recognize more than a $75 million after-tax gain in Q4 2025. In connection with the sale, DOUG repaid and redeemed all senior secured convertible notes due 2029 for an aggregate payment of $95 million, including approximately $1.4 million of accrued interest. After these actions, DOUG had approximately $130 million of unrestricted cash and cash equivalents as of the closing date.

Key terms include a five-year non-compete and non-solicit, a five-year trademark license allowing DEPM to use certain “Douglas Elliman” marks, and a referral arrangement to continue the longstanding relationship. A KLIM-designated director resigned effective at closing, not due to any disagreement. Unaudited pro forma financial statements reflecting the sale and note repayment were filed as Exhibit 99.1.

Douglas Elliman Inc. reported a non-derivative equity grant to an officer. On August 13, 2025 the company granted the reporting person a restricted stock award of 250,000 shares of common stock under the 2021 Management Incentive Plan. The award vests in four equal annual installments beginning August 13, 2026, subject to continued employment and includes earlier vesting upon a change-of-control. The filing was signed by an attorney-in-fact on August 14, 2025.

The grant includes an acceleration feature for the next two tranches if the reporting person is terminated without cause or for good reason. The Form 4 discloses the reporting person holds 250,000 shares directly following the transaction. An Exhibit 24 limited power of attorney was referenced as filed with the Form 3.

Bradley H. Brodie, listed as SVP, General Counsel, Secretary of Douglas Elliman Inc. (DOUG), filed an Initial Form 3 reporting the date of the event as 08/13/2025. The filing states the reporting person does not beneficially own any non-derivative or derivative securities of the issuer as of that date. The form was signed by an attorney-in-fact on 08/14/2025 and includes an Exhibit 24 Power of Attorney.