Douglas Elliman (DOUG) grants 250K restricted shares to SVP; four‑year vesting

Rhea-AI Filing Summary

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.

Positive

• Grant of 250,000 restricted shares to the reporting officer was disclosed
• Four‑year vesting schedule beginning August 13, 2026 aligns pay with long‑term retention
• Change‑of‑control and termination acceleration provisions provide executive protection and retention incentives
• Exhibit 24 limited power of attorney was filed with the Form 3 as referenced

Negative

• None.

Insights

Financial Analyst

TL;DR A senior officer received a time‑based equity award of 250,000 shares with typical vesting and change‑of‑control protections.

The grant increases the officer's direct ownership to 250,000 shares and aligns compensation with long‑term performance through four annual vesting tranches starting August 13, 2026. The award's change‑of‑control and termination acceleration provisions are common in executive packages and can affect retention incentives. The filing reports no cash consideration and no immediate sale; this is a compensation disclosure rather than a market transaction.

Corporate Governance Expert

TL;DR The restricted stock award includes standard governance features: multi‑year vesting, change‑of‑control acceleration and termination protections.

The structure—four equal annual installments with earlier vesting on change‑of‑control and partial acceleration on termination without cause or for good reason—reflects common retention and succession planning practices. The Form 4 also cites an Exhibit 24 limited power of attorney filed with the Form 3. The disclosure is routine and material mainly as a compensation and ownership update.

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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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^*

Brodie Bradley Harris

(Last) (First) (Middle)

C/O DOUGLAS ELLIMAN INC.

4400 BISCAYNE BLVD.; 10TH FLOOR

(Street)

MIAMI FL 33137

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, General Counsel,Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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

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

X	Form filed by One Reporting Person
	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
Common Stock	08/13/2025		A		250,000	A	$0(1)	250,000	D

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

Explanation of Responses:

1. On August 13, 2025, the Issuer granted the Reporting Person a restricted stock award of 250,000 shares of Issuer Common Stock pursuant to Issuer's 2021 Management Incentive Plan. The award will vest in four equal annual installments commencing on August 13, 2026, subject to the Reporting Person's continued employment through each such vesting date or earlier vesting upon a change-of-control as well as, in the event of termination without cause or for good reason, accelerated vesting of the next two tranches, if applicable.

Remarks:

Exhibit 24 Limited Power of Attorney filed with Form 3 dated August 13, 2025, which was filed on August 14, 2025.

	/s/ J. Bryant Kirkland III, Attorney-in-Fact for Bradley H. Brodie	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Douglas Elliman (DOUG) report in this Form 4?

The Form 4 reports a restricted stock award of 250,000 shares granted to the reporting officer on August 13, 2025.

When does the restricted stock award vest?

The award vests in four equal annual installments commencing on August 13, 2026, subject to continued employment.

Are there special vesting conditions for the award?

Yes. The award vests earlier upon a change‑of‑control, and termination without cause or for good reason triggers accelerated vesting of the next two tranches, if applicable.

How many shares does the reporting person beneficially own after the transaction?

The reporting person beneficially owns 250,000 shares following the reported transaction.

Was any cash paid for the restricted stock award?

The Form 4 shows a price of $0 for the granted restricted shares, indicating no cash purchase price was reported.