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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2025
EXP WORLD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-38493 |
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98-0681092 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
2219 Rimland Drive, Suite 301, Bellingham, WA |
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98226 |
(Address of principal executive offices) |
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(Zip Code) |
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(360) 685-4206 | ||
(Registrant’s telephone number, including area code) | ||
Not applicable | ||
(Former name or former address, if changed since last report.) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.00001 par value per share |
EXPI |
The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 |
Other Events. |
On March 12, 2025, the Board of Directors of eXp World Holdings, Inc. (the “Company”) authorized, and the Company entered into, a Tenth Amendment (the “Tenth Amendment”) to that certain Issuer Repurchase Plan, dated January 10, 2022, by and between the Company and Stephens Inc. (as amended, the “Purchase Plan”), which modifies the monthly repurchase amounts under the Purchase Plan through December 31, 2025. A copy of the Tenth Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
Description |
10.1 |
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104 |
Inline XBRL for the cover page of this Current Report on Form 8-K |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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eXp World Holdings, Inc. |
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(Registrant) |
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Date: March 14, 2025 |
/s/ James Bramble |
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James Bramble |
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Chief Legal Counsel |
Exhibit 10.1
Tenth Amendment to Issuer Repurchase Plan
(under Rules 10b-18 and 10b5-1 of the Securities Exchange Act of 1934)
This Tenth Amendment to Issuer Repurchase Plan dated March 12, 2025 (the “Tenth Amendment”), entered into by and between eXp World Holdings, Inc. (“Purchaser” or “Issuer”) and Stephens Inc. (“Stephens”), amends that certain Issuer Repurchase Plan dated January 10, 2022 (the “2022 Purchase Plan”), which was previously amended by the First Amendment to Issuer Repurchase Plan, dated May 6, 2022 (the “First Amendment”), the Second Amendment to Issuer Repurchase Plan, dated September 27, 2022 (the “Second Amendment”), the Third Amendment to Issuer Repurchase Plan, dated December 27, 2022 (the “Third Amendment”), the Fourth Amendment to Issuer Repurchase Plan, dated May 8, 2023 (the “Fourth Amendment”), the Fifth Amendment to Issuer Repurchase Plan, dated June 26, 2023 (the “Fifth Amendment”), the Sixth Amendment to Issuer Repurchase Plan, dated November 17, 2023 (the “Sixth Amendment”), the Seventh Amendment to Issuer Repurchase Plan, dated March 6, 2024 (the “Seventh Amendment”), the Eighth Amendment to Issuer Repurchase Plan, dated June 19, 2024 (the “Eighth Amendment”), and the Ninth Amendment to Issuer Repurchase Plan, dated December 5, 2024 (the “Ninth Amendment”). The 2022 Purchase Plan as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, and this Tenth Amendment is hereinafter referred to as the “Purchase Plan.”
Purchaser and Stephens hereby agree as follows:
2. Section C.3.(c) of the Purchase Plan is hereby deleted in its entirety and replaced with the following:
(c) The “Daily Purchase Amount” for any Purchase Day shall be the maximum number of shares allowed under Rule 10b-18(b)(4) (using 25% of average daily trading volume reported for the Stock during the four calendar weeks preceding the week in which the purchase is to be effected); provided, however, that the total dollar amount of all aggregate purchases under the Purchase Plan, including any commissions or fees, during the periods set forth below shall not exceed the amounts set forth opposite the relevant period:
Period |
Maximum Aggregate Purchase Amount |
March 1, 2025 – March 31, 2025 |
$2,000,000 |
April 1, 2025 – April 30, 2025 |
$7,500,000 |
May 1, 2025 – May 31, 2025 |
$7,500,000 |
June 1, 2025 – June 30, 2025 |
$10,000,000 |
July 1, 2025 – July 31, 2025 |
$15,000,000 |
August 1, 2025 – August 31, 2025 |
$15,000,000 |
September 1, 2025 – September 30, 2025 |
$15,000,000 |
October 1, 2025 – October 31, 2025 |
$15,000,000 |
November 1, 2025 – November 30, 2025 |
$10,000,000 |
December 1, 2025 – December 31, 2025 |
$10,000,000 |
3.Purchaser hereby represents, warrants and covenants that (i) Purchaser is not aware of any material nonpublic information concerning the Purchaser or its securities, (ii) Purchaser is entering into this Tenth Amendment in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (iii) there are no legal, contractual or regulatory restrictions applicable to Purchaser or its affiliates that would prohibit Purchaser from entering into this Tenth Amendment or prohibit any purchase pursuant to the Purchase Plan, as amended hereby.
4. Except as expressly provided in this Tenth Amendment, the provisions of the Purchase Plan, as previously amended, shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the undersigned have signed this Tenth Amendment as of the date first written above.
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EXP WORLD HOLDINGS, INC.STEPHENS INC.
By: /s/ Vee von Kraus By: /s/ Leon Lants
Printed Name: Vee von Kraus Printed Name: Leon Lants
Title: Head of Global Treasury Title: Director of Trading Operations
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