Douglas Elliman withdraws S-3 for 40,854,085 resale shares

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.

Rhea-AI Filing Summary

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What action is Douglas Elliman Inc. (DOUG) taking in this RW filing?

Douglas Elliman Inc. is requesting withdrawal of a previously filed Form S-3 registration statement for the resale of certain shares of its common stock.

How many Douglas Elliman (DOUG) shares were covered by the withdrawn S-3?

The withdrawn Form S-3 had registered 40,854,085 shares of Douglas Elliman common stock issuable upon conversion of its 7% senior secured convertible notes due 2029.

Why is Douglas Elliman (DOUG) withdrawing the Form S-3 registration statement?

Douglas Elliman is withdrawing the Form S-3 because the securities that were registered for resale are no longer outstanding or issuable after the company repaid and redeemed all related notes.

What happened to Douglas Elliman’s 7% senior secured convertible notes due 2029?

On October 24, 2025, Douglas Elliman repaid and redeemed all of its 7% senior secured convertible notes due 2029, so no securities remain issuable under those notes.

Were any Douglas Elliman (DOUG) securities sold under the withdrawn S-3?

No. The company states that no securities were sold, and none will be sold, pursuant to the withdrawn Form S-3 registration statement.

What type of registration was the withdrawn Form S-3 for Douglas Elliman (DOUG)?

The Form S-3 was a resale registration covering shares of Douglas Elliman common stock issuable upon conversion of its 7% senior secured convertible notes due 2029.

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Accepted by SEC EDGAR 11/21/2025 - 04:06 PM Learn about SEC filing dates

Douglas Elliman Inc.

4400 Biscayne Boulevard

Miami, Florida 33137

November 21, 2025

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-9303

			Re:			Douglas Elliman Inc.
						Registration Statement on Form S-3 (File No. 333-281561)
						Application for Withdrawal of Registration Statement

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-3 (File No. 333-281561) initially submitted to the Securities and Exchange Commission (the “Commission”) by Douglas Elliman Inc. (the “Company”) on August 15, 2024, together with all exhibits thereto (collectively, the “Registration Statement”). Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the Commission consent to the withdrawal of the Registration Statement, effective immediately.

The Company is requesting withdrawal of the Registration Statement because the securities registered for re-sale under the Registration Statement are no longer outstanding or issuable. The Registration Statement registered 40,854,085 shares of the Company’s common stock, issuable upon conversion of its 7% senior secured convertible notes due 2029 (the “Notes”). On October 24, 2025, the Company repaid and redeemed all of the Notes such that no securities issuable thereunder remain outstanding or issuable. No securities were sold or will be sold pursuant to the Registration Statement.

Upon the granting of the Commission’s consent, please send copies of the order withdrawing the Registration Statement to the undersigned at Douglas Elliman Inc., 4400 Biscayne Boulevard, Miami, Florida 33137 Attn: General Counsel, and to the Company’s legal counsel, Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, Attn: Alan J. Fishman.

Thank you for your attention to this matter. If you have any questions or require additional information, please do not hesitate to contact Alan J. Fishman of Sullivan & Cromwell LLP at (212) 558-4000.

Sincerely,

Douglas Elliman Inc.

By:_/s/ J. Bryant Kirkland III

Name: J. Bryant Kirkland III

Title: Executive Vice President, Treasurer and Chief Financial Officer

cc: Alan J. Fishman, Sullivan & Cromwell LLP