How does the 1,250,000-share restricted stock award to DOUG’s CEO vest?

The 1,250,000-share restricted stock award vests in three equal annual installments starting December 15, 2026. Vesting requires Michael Liebowitz to remain employed through each vesting date, with earlier vesting possible upon a change-of-control or certain termination scenarios described in the award terms.

Douglas Elliman (DOUG) CEO granted 1.25M restricted stock in equity award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Liebowitz Michael reported acquisition or exercise transactions in this Form 4 filing.

Douglas Elliman Inc. President and CEO Michael Liebowitz received a grant of 1,250,000 shares of common stock as a restricted stock award. The award was granted on April 10, 2026 under the company’s 2021 Management Incentive Plan at no cash cost to him.

The restricted stock will vest in three equal annual installments beginning on December 15, 2026, conditioned on his continued employment, with provisions for earlier vesting upon a change-of-control and partial acceleration if he is terminated without cause or leaves for good reason. Following this grant, he holds 2,290,780 shares directly and 1,838,162.149 shares indirectly through MSL18 Holdings LLC, a single‑member LLC he owns, which includes 303,250 shares transferred from his prior direct holdings.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Liebowitz Michael

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,250,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,290,780 shares (Direct); Common Stock — 1,838,162.149 shares (Indirect, By MSL18 Holdings LLC)

Footnotes (1)

On April 10, 2026, the Issuer granted the Reporting Person a restricted stock award of 1,250,000 shares of Issuer Common Stock pursuant to Issuer's 2021 Management Incentive Plan. The award will vest in three equal annual installments commencing on December 15, 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, an accelerated vesting of the next tranche, if applicable. Includes the transfer of 303,250 shares previously held directly by the Reporting Person to MSL18 Holdings LLC. MSL18 Holdings LLC is a single member LLC owned by Reporting Person.

Key Figures

Restricted stock grant: 1,250,000 shares Grant price: $0.0000 per share Direct holdings after grant: 2,290,780 shares +3 more

6 metrics

Restricted stock grant 1,250,000 shares Awarded on April 10, 2026 under 2021 Management Incentive Plan

Grant price $0.0000 per share Equity compensation, not an open-market purchase

Direct holdings after grant 2,290,780 shares Common stock held directly by Michael Liebowitz after transactions

Indirect holdings via LLC 1,838,162.149 shares Common stock held through MSL18 Holdings LLC after transactions

Transferred to LLC 303,250 shares Shares moved from direct ownership to MSL18 Holdings LLC

Vesting schedule 3 equal annual installments Beginning December 15, 2026, subject to continued employment

Key Terms

restricted stock award, 2021 Management Incentive Plan, change-of-control, termination without cause, +1 more

5 terms

restricted stock award financial

"the Issuer granted the Reporting Person a restricted stock award of 1,250,000 shares"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

2021 Management Incentive Plan financial

"pursuant to Issuer's 2021 Management Incentive Plan"

change-of-control financial

"earlier vesting upon a change-of-control as well as, in the event of termination"

termination without cause financial

"in the event of termination without cause or for good reason, an accelerated vesting"

single member LLC financial

"MSL18 Holdings LLC is a single member LLC owned by Reporting Person"

Form 4 Insider Transactions: What Each Field Means →

04/10/2026 - 05:40 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Liebowitz Michael

(Last)

(First)

(Middle)

C/O DOUGLAS ELLIMAN INC.

4400 BISCAYNE BLVD; 10TH FLOOR

(Street)

MIAMI

FLORIDA

33137

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/10/2026		A		1,250,000⁽¹⁾	A	$0⁽¹⁾	2,290,780⁽²⁾	D
Common Stock								1,838,162.149⁽²⁾	I	By MSL18 Holdings LLC⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On April 10, 2026, the Issuer granted the Reporting Person a restricted stock award of 1,250,000 shares of Issuer Common Stock pursuant to Issuer's 2021 Management Incentive Plan. The award will vest in three equal annual installments commencing on December 15, 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, an accelerated vesting of the next tranche, if applicable.

2. Includes the transfer of 303,250 shares previously held directly by the Reporting Person to MSL18 Holdings LLC.

3. MSL18 Holdings LLC is a single member LLC owned by Reporting Person.

Remarks:

	/s/ J Bryant Kirkland III, Attorney in fact for Michael S. Liebowitz	04/10/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Michael Liebowitz reported receiving a restricted stock award of 1,250,000 Douglas Elliman common shares on April 10, 2026. This is an equity compensation grant under the 2021 Management Incentive Plan rather than an open-market purchase or sale of existing shares.

How many Douglas Elliman shares does Michael Liebowitz hold after this Form 4?

After the reported transactions, Michael Liebowitz holds 2,290,780 Douglas Elliman common shares directly. He also has 1,838,162.149 shares held indirectly through MSL18 Holdings LLC, giving him substantial combined direct and indirect ownership in the company’s common stock.

What is MSL18 Holdings LLC in relation to DOUG CEO Michael Liebowitz’s holdings?

MSL18 Holdings LLC is a single-member limited liability company owned by Michael Liebowitz. It holds 1,838,162.149 Douglas Elliman shares indirectly for him, including 303,250 shares that were previously held directly and transferred into the LLC as disclosed in the Form 4 footnotes.

Was cash paid for the 1,250,000 Douglas Elliman shares granted to the CEO?

No cash was paid for these shares. The Form 4 shows a transaction price per share of 0.0000, indicating the 1,250,000 Douglas Elliman shares were issued as a restricted stock award under the 2021 Management Incentive Plan rather than purchased in the open market.