DOUG buys back $95,000,000 convertible notes; Chene steps down

Rhea-AI Filing Summary

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.

Insights

Capital structure analyst

Issuer buys back convertibles for $95M, removing conversion overhang.

Douglas Elliman repurchased previously reported senior secured convertible notes for an aggregate $95,000,000 on 10/24/2025. The Form 4 shows the derivative positions reduced to 0 indirectly held after the transaction, indicating the convertible instruments are no longer outstanding for these reporting persons.

The notes carried principal of $45,790,109.01 and $4,209,890.99, paid 7.0% cash interest (or 8.0% PIK), and were initially convertible at $1.50 per share, subject to a 4.99% cap (adjustable up to 24.99%). Eliminating instruments with 30,526,740 and 2,806,594 underlying shares removes potential future share issuance tied to these notes.

Governance changed concurrently as David Chene resigned from the Board on 10/24/2025. Actual valuation impact depends on the company’s cash uses and balance sheet capacity; cash flow direction here is an issuer cash out of $95,000,000.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kennedy Lewis GP III LLC

(Last) (First) (Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Douglas Elliman Inc. [ DOUG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Senior Secured Convertible Promissory Note	(8)(9)	10/24/2025		D(1)			1(6)(8)(9)	(6)	(6)	Common Stock	30,526,740(6)(8)(9)	(1)	0	I	See Footnotes(2)(4)(5)
Senior Secured Convertible Promissory Note	(8)(9)	10/24/2025		D(1)			1(7)(8)(9)	(7)	(7)	Common Stock	2,806,594(7)(8)(9)	(1)	0	I	See Footnotes(3)(4)(5)

1. Name and Address of Reporting Person^*

Kennedy Lewis GP III LLC

(Last) (First) (Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kennedy Lewis Investment Holdings II LLC

(Last) (First) (Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KLIM Delta HQC3 LP

(Last) (First) (Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KLCP Fund III (EU) Master AIV LP

(Last) (First) (Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CHENE DAVID

(Last) (First) (Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Richman Darren

(Last) (First) (Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On October 24, 2025, in connection with the sale by an indirect subsidiary of Douglas Elliman Inc. (the "Issuer") of the equity interests it held in another indirect subsidiary of the Issuer to a third party, the Issuer repurchased the previously reported Senior Secured Convertible Promissory Notes (collectively, the "Convertible Notes") held by KLCP Fund III (EU) Master AIV LP ("KLCP Fund III") and KLIM Delta HQC3 LP ("KLIM Delta", and together with KLCP Fund III, the "Funds") for an aggregate purchase price of $95,000,000. In connection with the repurchase of the Convertible Notes, on October 24, 2025, David Chene, a Manager of Kennedy Lewis Investment Holdings II LLC ("Holdings II"), resigned from the Issuer's Board of Directors.

2. These securities were held by KLCP Fund III.

3. These securities were held by KLIM Delta.

4. Kennedy Lewis GP III LLC ("Kennedy Lewis GP III") is the general partner of each of the Funds. Holdings II is the managing member of Kennedy Lewis GP III. Holdings II is controlled by its board of managers. David Chene and Darren Richman, each a Manager of Holdings II, are the effective control persons of Holdings II. Each of Kennedy Lewis GP III, Holdings II, David Chene and Darren Richman may have been deemed to exercise voting and investment power over and thus may have been deemed to have beneficially owned the securities reported herein that were held by the Funds due to their relationship with the Funds.

5. For purposes of Section 16 of the Securities Exchange Act of 1934, each of Kennedy Lewis GP III, Holdings II, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer reported herein that were held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of Kennedy Lewis GP III, Holdings II, David Chene or Darren Richman was the beneficial owner of such securities for purposes of Section 16 or any other purpose.

6. This Convertible Note between KLCP Fund III and the Issuer was due July 2, 2029, had a principal amount of $45,790,109.01 and bore interest at a rate of 7.0% per annum payable in cash, or, if no Event of Default (as defined in such Convertible Note) had occurred or was continuing, at the Issuer's election, 8.0% per annum paid in kind, due semi-annually. The maturity date of this Convertible Note was July 2, 2029.

7. This Convertible Note between KLIM Delta and the Issuer was due July 2, 2029, had a principal amount of $4,209,890.99 and bore interest at a rate of 7.0% per annum payable in cash, or, if no Event of Default (as defined in such Convertible Note) had occurred or was continuing, at the Issuer's election, 8.0% per annum paid in kind, due semi-annually. The maturity date of this Convertible Note was July 2, 2029.

8. The Funds had the right to elect at any time to convert their respective Convertible Notes into shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer at an initial conversion price equal to $1.50 per share of Common Stock, subject to adjustment as set forth in the Convertible Notes, so long as the aggregate number of shares of Common Stock beneficially owned by such Fund, together with its affiliates and any member of a Section 13(d) group with such Fund or any of its affiliates, would not exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion (the "Beneficial Ownership Limitation").

9. (Continued from footnote 8) The Funds had the right to increase or decrease the Beneficial Ownership Limitation upon no less than 61 days' prior written notice to the Issuer, provided that the Beneficial Ownership Limitation could in no event exceed 24.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion. The conversion price was subject to certain customary anti-dilution adjustments.

Remarks:

As David Chene, a Manager of Kennedy Lewis Investment Holdings II LLC, has resigned from the Board of Directors of Douglas Elliman Inc. (the "Issuer"), each of the reporting persons other than Mr. Chene are no longer deemed to be directors by deputization of the Issuer.

	KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person	10/28/2025
	KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person	10/28/2025
	KLIM DELTA HQC3 LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person	10/28/2025
	KLCP FUND III (EU) MASTER AIV LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person	10/28/2025
	DAVID CHENE, Name: /s/ David Chene	10/28/2025
	DARREN RICHMAN, Name: /s/ Darren Richman	10/28/2025
	** Signature of Reporting Person	Date
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FAQ

What did DOUG disclose in this Form 4?

The company repurchased senior secured convertible notes for an aggregate $95,000,000 on 10/24/2025, and the reported derivative positions went to 0 indirectly held.

Which notes were repurchased and what were their principals?

KLCP Fund III’s note had a principal of $45,790,109.01 and KLIM Delta’s note had a principal of $4,209,890.99.

What were the conversion terms of the notes?

They were initially convertible at $1.50 per share, subject to a 4.99% Beneficial Ownership Limitation, adjustable on notice up to 24.99%.

How many shares underlay the convertible notes?

The table lists 30,526,740 underlying common shares for one note and 2,806,594 for the other.

Were there any board changes disclosed?

Yes. In connection with the repurchase, David Chene resigned from the Board of Directors on 10/24/2025.

What were the maturity and interest terms?

Each note was due July 2, 2029, with 7.0% cash interest or 8.0% paid-in-kind, due semi-annually.