DOUG CEO reports 500,000 RSU vesting and transfer to MSL18 LLC

Rhea-AI Filing Summary

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.

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

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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^*

Liebowitz Michael

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

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	11/24/2025		F		196,750(1)	D	$2.41	1,344,030(2)	D
Common Stock								1,534,912.149(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents withholdings of shares as payment of the Reporting Person's payroll tax liabilities incident to the vesting of an aggregate of 500,000 shares of restricted stock, which were awarded to the Reporting Person on November 24, 2024. The shares withheld were valued at $2.41 per share, which represented the average of the low ($2.35) and high ($2.47) stock prices of the Issuer's Common Stock on November 24, 2025, the date of vesting.

2. Reflects the transfer of 56,530 shares previously held directly by the Reporting Person to MSL18 Holdings LLC.

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

Remarks:

Exhibit 24. Power of Attorney

	/s/ J Bryant Kirkland III, Attorney in fact for Michael S. Liebowitz	11/26/2025
	** 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).
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FAQ

What insider transaction did Douglas Elliman (DOUG) report for its CEO?

The President and CEO, Michael S. Liebowitz, filed a Form 4 reporting share withholding for taxes related to restricted stock vesting and a transfer of shares to an LLC he owns.

How many Douglas Elliman (DOUG) shares were withheld to cover taxes?

The filing reports 196,750 shares of common stock withheld as payment of Liebowitz’s payroll tax liabilities upon the vesting of 500,000 restricted shares.

At what price were the withheld DOUG shares valued?

The 196,750 withheld shares were valued at $2.41 per share, based on the average of the low ($2.35) and high ($2.47) trading prices on November 24, 2025.

What restricted stock award vested for the Douglas Elliman CEO?

The tax withholding relates to the vesting of an aggregate of 500,000 shares of restricted stock that were awarded to Michael S. Liebowitz on November 24, 2024.

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

MSL18 Holdings LLC is a single-member LLC owned by Michael S. Liebowitz. The filing notes the transfer of 56,530 shares from his direct ownership to this entity.

How many Douglas Elliman (DOUG) shares does the CEO own after these transactions?

After the reported transactions, Michael S. Liebowitz beneficially owns 1,344,030 shares directly and 1,534,912.149 shares indirectly through MSL18 Holdings LLC.

Is the DOUG CEO’s Form 4 transaction an open-market sale?

No. The 196,750 shares reported with transaction code F represent shares withheld to pay payroll tax liabilities tied to restricted stock vesting, rather than a traditional open-market sale.