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(a)Basis of Presentation:

Douglas Elliman Inc. (“Douglas Elliman” or the “Company”) is engaged in the real estate services business. The condensed consolidated financial statements of Douglas Elliman include the accounts of DER Holdings LLC and DOUG Ventures, LLC (“DOUG Ventures”), a directly and an indirectly wholly owned subsidiary of the Company, respectively. DER Holdings LLC owns Douglas Elliman Realty, LLC and Douglas Elliman of California, Inc., which are engaged in the residential real estate brokerage business with their subsidiaries. The operations of DOUG Ventures consist of minority investments in PropTech companies.

Certain references to “Douglas Elliman Realty” refer to the Company’s residential real estate brokerage business, including the operations of Douglas Elliman Realty, LLC and Douglas Elliman of California Inc., unless otherwise specified.

The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. References to U.S. GAAP issued by the Financial Accounting Standards Board (“FASB”) are to the FASB Accounting Standards Codification, also referred to as the “Codification” or “ASC.” These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year.

Reclassification from the Company’s Form 10-Q for the quarterly period ended March 31, 2026 was as follows:

For the three months ended March 31, 2026, the Company recorded an expense of $2,041 associated with an antitrust lawsuit settlement and included such expense in the “General and Administrative” category on the condensed consolidated statement of operations in its quarterly report on Form 10-Q for the period ended March 31, 2026. For the six months ended June 30, 2026, the Company has reclassified such expense as “Antitrust litigation settlement expense” on the condensed consolidated statement of operations in this quarterly report on Form 10-Q.

In presenting the condensed consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates.

(b) Principles of Consolidation:

The condensed consolidated financial statements include the assets, liabilities, revenues, expenses and cash flows of DER Holdings LLC and DOUG Ventures, as well as all other entities in which Douglas Elliman has a controlling financial interest. All intercompany balances and transactions have been eliminated in the condensed consolidated financial statements.

When evaluating an entity for consolidation, Douglas Elliman first determines whether an entity is within the scope of the guidance for consolidation of variable interest entities (“VIE”) and if it is deemed to be a VIE. If the entity is considered to be a VIE, Douglas Elliman determines whether it would be considered the entity’s primary beneficiary. Douglas Elliman consolidates those VIEs for which it has determined that it is the primary beneficiary. Additionally, Douglas Elliman will consolidate an entity that is not deemed a VIE upon a determination that it has a controlling financial interest. If Douglas Elliman determines it does not have a controlling financial interest in an entity that is a VIE, it does not consolidate the entity. For entities where Douglas Elliman does not have a controlling financial interest, the investments in such entities are classified as available-for-sale securities or accounted for using the equity or cost method, as appropriate.

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(c) Estimates and Assumptions:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and related disclosures of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Significant estimates, by their nature, are based on judgments and available information and are subject to material changes. These estimates include impairment charges and valuation of intangible assets. Accordingly, actual results could differ from such estimates.

(d) Loss Per Share (“EPS”):

The Company has restricted stock awards which will provide dividends at the same rate as paid on the common stock with respect to the shares underlying the restricted stock awards. These outstanding restricted stock awards represent participating securities under authoritative guidance. The participating securities holders do not participate in the Company’s net losses. There were no outstanding non-participating securities during the three and six months ended June 30, 2026 and 2025. The Company did not pay a cash dividend during the three and six months ended June 30, 2026 and 2025.

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2026						2025						2026						2025
Net loss attributed to Douglas Elliman Inc.			$	(2,734)					$	(22,673)					$	(19,010)					$	(28,658)
Income attributable to participating securities			—						—						—						—
Net loss available to common stockholders attributed to Douglas Elliman Inc.			$	(2,734)					$	(22,673)					$	(19,010)					$	(28,658)

Basic EPS is computed by dividing net loss available to common stockholders attributed to Douglas Elliman Inc. by the weighted-average number of shares outstanding, which will include vested restricted stock.

Basic and diluted EPS were calculated using the following shares of common stock for the periods presented below:

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2026						2025						2026						2025
Weighted-average shares for basic and diluted EPS			85,714,520						84,464,283						85,674,347						84,417,308

Due to the redemption of all of the Company’s 7% Convertible Notes due 2029 (the “Convertible Notes”), there was no weighted-average shares calculation related to the conversion of debt for the three and six months ended June 30, 2026. The following was outstanding during the three and six months ended June 30, 2025, but was not included in the computation of diluted EPS because the effect was anti-dilutive:

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2026						2025						2026						2025
Weighted-average number of shares issuable upon conversion of debt			—						33,333,333						—						33,333,333
Weighted-average conversion price			$	—					$	1.50					$	—					$	1.50

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(e) Reconciliation of Cash, Cash Equivalents and Restricted Cash:

Restricted cash amounts in current assets and included in other assets represent cash and cash equivalents required to be deposited into escrow for amounts required for letters of credit related to office leases, and certain deposit requirements for banking arrangements. The restrictions related to the letters of credit will remain in place for the duration of the respective lease. The restrictions related to the banking arrangements will remain in place for the duration of the arrangement.

The components of “Cash, cash equivalents and restricted cash” in the condensed consolidated statements of cash flows were as follows:

			June 30, 2026						December 31, 2025
Cash and cash equivalents			$	105,225					$	115,510
Restricted cash and cash equivalents in current assets			5,995						4,716
Restricted cash and cash equivalents included in other assets			2,649						2,483
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows			$	113,869					$	122,709

(f) Goodwill and Other Intangible Assets:

Goodwill and intangible assets with indefinite lives are not amortized, and are tested for impairment on an annual basis, as of October 1, or whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. The Company follows ASC 350, Intangibles – Goodwill and Other, and subsequent updates including ASU 2011-08, Testing Goodwill for Impairment and ASU 2017-14, Simplifying the Test for Goodwill Impairment. The amendments permit entities to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying value or chooses to bypass the optional qualitative assessment, the Company then assesses recoverability by comparing the fair value of the reporting unit to its carrying amount; otherwise, no further impairment test would be required.

In the three months ended June 30, 2026, the Company performed a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the assessment performed the Company concluded that it is not more likely than not that a reporting unit’s fair value is less than its carrying value and determined no further impairment test would be required for June 30, 2026.

(g) Investment and Other Losses:

Investment and other losses consist of the following:

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2026						2025						2026						2025
Net unrealized losses on PropTech convertible trading debt securities			$	—					$	(44)					$	—					$	(44)
Net unrealized losses on long-term investments at fair value			(17)						(15)						(53)						(136)
Net (losses) gains on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient			—						—						(4)						78
Other income			—						22						—						43
Investment and other losses			$	(17)					$	(37)					$	(57)					$	(59)

(h) Acquisitions:

Effective January 1, 2026, the Company acquired the remaining ownership interest of Real Estate Associates of Houston LLC, a licensed real estate service provider in Houston, Texas, for a purchase price of $100. Upon obtaining 100% ownership of the entity, the Company accounted for the transaction as an equity transaction in accordance with ASC 810. Accordingly, no gain or loss was recognized in the condensed consolidated statements of operations, and noncontrolling interest is no longer presented.

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(i) Subsequent Events:

The Company has evaluated subsequent events through August 10, 2026, the date the financial statements were issued.

(j) New Accounting Pronouncements:

ASUs to be adopted in future periods:

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses. The ASU requires enhanced disclosures around disaggregation of certain income statement expense lines into specified categories. The new standard is effective on a prospective basis for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements and anticipates adopting the standard in the year ended December 31, 2027.

In September 2025, the FASB issued ASU 2025-06, Intangibles, Goodwill and Other, Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 modernizes the accounting for internal-use software under ASC 350-40 by aligning it with current development practices, especially agile and iterative methods. ASU 2025-06 clarifies when to begin capitalizing costs, improves operability across different development approaches, and enhances disclosure requirements. ASU 2025-06 is effective for interim and annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements and anticipates adopting the standard in the period ending March 31, 2028.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting: Narrow-Scope Improvements. This ASU improves clarity for interim financial reporting requirements under the existing guidance within Accounting Standards Codification ("ASC") Topic 270, Interim Reporting, by creating a comprehensive list of interim disclosure requirements, clarifying scope and applicability, along with adding a principle to disclose all material events that have occurred since the most recently filed Form 10-K. ASU 2025-11 is effective for interim and annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements and anticipates adopting the standard in the period ending March 31, 2028.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The purpose of this ASU is to make incremental improvements to U.S. GAAP. The improvements include Codification updates for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. ASU 2025-12 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements and anticipates adopting the standard in the period ending March 31, 2027.

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Disaggregation of Revenue

In the following tables, revenue is disaggregated by major services line and primary geographical market:

			Three Months Ended June 30, 2026
			Total						New York City						Northeast						Southeast						West						International
Revenues:
Commission and other brokerage income - existing home sales			$	261,763					$	64,516					$	53,194					$	101,095					$	42,883					$	75
Commission and other brokerage income - development marketing			18,440						6,512						—						11,491						437						—
Other ancillary services			3,246						101						29						3						3,113						—
Total revenues			$	283,449					$	71,129					$	53,223					$	112,589					$	46,433					$	75
			Three Months Ended June 30, 2025
			Total						New York City						Northeast						Southeast						West						International
Revenues:
Commission and other brokerage income - existing home sales			$	243,755					$	71,039					$	49,789					$	72,872					$	50,055					$	—
Commission and other brokerage income - development marketing			14,261						6,835						111						5,174						2,141						—
Property management revenue			10,465						10,273						192						—						—						—
Other ancillary services			2,885						123						7						—						2,755						—
Total revenues			$	271,366					$	88,270					$	50,099					$	78,046					$	54,951					$	—
			Six Months Ended June 30, 2026
			Total						New York City						Northeast						Southeast						West						International
Revenues:
Commission and other brokerage income - existing home sales			$	459,629					$	116,008					$	92,445					$	174,358					$	76,669					$	149
Commission and other brokerage income - development marketing			32,455						15,733						—						15,812						910						—
Other ancillary services			5,698						111						29						4						5,554						—
Total revenues			$	497,782					$	131,852					$	92,474					$	190,174					$	83,133					$	149
			Six Months Ended June 30, 2025
			Total						New York City						Northeast						Southeast						West						International
Revenues:
Commission and other brokerage income - existing home sales			$	463,762					$	137,256					$	92,784					$	142,271					$	91,451					$	—
Commission and other brokerage income - development marketing			35,397						15,005						263						17,548						2,581						—
Property management revenue			19,957						19,555						402						—						—						—
Other ancillary services			5,653						199						15						—						5,439						—
Total revenues			$	524,769					$	172,015					$	93,464					$	159,819					$	99,471					$	—

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Contract Balances

The following table provides information about contract assets and contract liabilities from development marketing and commercial leasing contracts with customers:

			June 30, 2026						December 31, 2025
Receivables, which are included in receivables			$	3,006					$	3,141
Contract assets, net, which are included in other current assets			8,170						8,775
Contract assets, net, non-current			55,357						46,735
Payables, which are included in commissions payable			2,182						2,237
Contract liabilities, current			14,771						15,966
Contract liabilities, non-current			92,967						74,946

The Company recognized revenues of $10,237 and $13,209 for the three and six months ended June 30, 2026, respectively, that were included in the contract liabilities balances at December 31, 2025. The Company recognized revenues of $4,465 and $10,846 for the three and six months ended June 30, 2025, respectively, that were included in the contract liabilities balances at December 31, 2024.

Real estate broker agent receivables: Douglas Elliman Realty is exposed to credit losses for various amounts due from real estate agents, which are included in Agent receivables, net on the condensed consolidated balance sheets, net of an allowance for credit losses. The Company estimates its allowance for credit losses on receivables from agents based on an evaluation of aging of receivables from agents, agent sales in pipeline, any security, specific exposures, historical experience of collections from the individual agents, and current and expected future market trends. The Company estimated that the credit losses for these receivables were $5,726 and $4,746 at June 30, 2026 and December 31, 2025, respectively.

The following table summarizes changes in the allowance for credit losses for the six months ended June 30, 2026:

			January 1, 2026						Current Period Provision						Write-offs						Recoveries						June 30, 2026
Allowance for credit losses:
Real estate broker agent receivables			$	4,746					$	1,655		(1)			$	675					$	—					$	5,726

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(1) The current period provision for the real estate broker agent receivables is included in “General and administrative expenses” in the Company’s condensed consolidated statements of operations.

The following table summarizes changes in the allowance for credit losses for the six months ended June 30, 2025:

			January 1, 2025						Current Period Provision						Write-offs						Recoveries						June 30, 2025
Allowance for credit losses:
Real estate broker agent receivables			$	4,783					$	2,444		(1)			$	1,337					$	—					$	5,890

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(1) The current period provision for the real estate broker agent receivables is included in “General and administrative expenses” in the Company’s condensed consolidated statements of operations.

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The Company has operating leases for corporate and sales offices as well as equipment. The components of lease expense were as follows:

						Three Months Ended												Six Months Ended
						June 30,												June 30,
						2026						2025						2026						2025
Operating lease cost						$	6,809					$	7,269					$	13,540					$	14,627
Short-term lease cost						211						210						430						368
Variable lease cost						973						988						2,039						2,245
Less: Sublease income						(207)						(16)						(405)						(32)
Total lease cost						$	7,786					$	8,451					$	15,604					$	17,208

Supplemental cash flow information related to leases was as follows:

			Six Months Ended
			June 30,
			2026						2025
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases			$	14,781					$	16,091
Right-of-use assets obtained in exchange for lease obligations:
Operating leases			$	6,088					$	1,042

Supplemental balance sheet information related to leases was as follows:

			June 30,						December 31,
			2026						2025
Weighted average remaining lease term in years:
Operating leases			4.82						5.18
Weighted average discount rate:
Operating leases			8.62		%				8.66		%

As of June 30, 2026, maturities of lease liabilities were as follows:

			Operating Leases
Period Ending December 31:
Remainder of 2026			$	14,821
2027			27,195
2028			24,640
2029			19,909
2030			14,741
2031			10,341
Thereafter			9,157
Total lease payments			120,804
Less imputed interest			(22,276)
Total			$	98,528

As of June 30, 2026, the Company had no executed real estate leases that have not yet commenced.

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Long-term investments consisted of the following:

			June 30, 2026						December 31, 2025
PropTech convertible trading debt securities			$	1,229					$	1,229
Long-term investment securities at fair value (1)			3,183						3,170
PropTech investments at cost			6,117						6,150
PropTech investments under equity-method			954						825
Total investments			11,483						11,374
Less PropTech current convertible trading debt securities (2)			1,229						—
Less PropTech investments accounted for under the equity-method (3)			954						825
Total long-term investments			$	9,300					$	10,549

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(1) These assets are measured at net asset value (“NAV”) as a practical expedient under ASC 820.

(2) These amounts are included in “Other current assets” on the condensed consolidated balance sheets.

(3) These amounts are included in “Equity-method investments” on the condensed consolidated balance sheets.

Net realized and unrealized losses on long-term investment securities were as follows:

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2026						2025						2026						2025
Net unrealized losses on PropTech convertible trading debt securities			$	—					$	(44)					$	—					$	(44)
Net unrealized losses on long-term investments at fair value			(17)						(15)						(53)						(136)
Net (losses) gains on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient			—						—						(4)						78
Net realized and unrealized losses on long-term investment securities			$	(17)					$	(59)					$	(57)					$	(102)

(a) PropTech Convertible Trading Debt Securities:

These securities are classified as trading debt securities and are accounted for at fair value. The remaining convertible note matures in February 2027.

(b) Long-Term Investment Securities at Fair Value:

The following is a summary of net unrealized losses on long-term investment securities at fair value during the three and six months ended June 30, 2026 and 2025, respectively:

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2026						2025						2026						2025
Net unrealized losses on long-term investments at fair value			$	(17)					$	(15)					$	(53)					$	(136)

The Company has unfunded commitments of $385 related to long-term investment securities at fair value as of June 30, 2026.

(c) Equity Securities Without Readily Determinable Fair Values That Do Not Qualify for the NAV Practical Expedient

Equity securities without readily determinable fair values that do not qualify for the NAV practical expedient consisted of investments in various limited liability companies as of June 30, 2026. The total carrying values of equity securities without readily determinable fair values that do not qualify for the NAV practical expedient were $6,117 as of June 30, 2026 and $6,150 as of December 31, 2025. No impairment or other adjustments related to observable price changes in orderly transactions for identical or similar investments were identified for the three and six months ended June 30, 2026 and 2025.

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Equity-method investments consisted of the following:

			June 30, 2026						December 31, 2025
Ancillary services ventures			$	2,595					$	2,205

At June 30, 2026, the Company’s ownership percentages in these investments ranged from 5.4% to 50.0%. Due to the Company’s ability to exercise significant influence, but not control, related to these investments, the Company accounts for these investments under the equity-method of accounting.

VIE Consideration:

The Company has determined that the Company is not the primary beneficiary of any of its equity-method investments because it does not control the activities that most significantly impact the economic performance of each investment. The Company determined that the entities were VIEs but the Company was not the primary beneficiary. Therefore, the Company’s equity-method investments have been accounted for under the equity-method of accounting.

Maximum Exposure to Loss:

The Company’s maximum exposure to earnings or losses from its equity-method investments consists of the net carrying value of the investments adjusted for any future capital commitments and/or guarantee arrangements and was $2,595 as of June 30, 2026.

7.0% Convertible Notes due 2029:

In connection with and upon consummation of the sale of the Company’s property management business (the “DEPM Sale”), on October 24, 2025, the Company repaid and redeemed all of its Convertible Notes for an aggregate payment of $95,000, including approximately $1,400 of accrued interest (the “Redemption”). The liens on the assets of the Company and the subsidiary guarantors were released upon Redemption. The Redemption was effected because the noteholders informed the Company that they were not willing to waive their contractual redemption rights with respect to the Convertible Notes but would agree to a redemption of the Convertible Notes in connection with the consummation of the DEPM Sale.

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Embedded Derivative on the Convertible Debt:

A summary of non-cash interest expense associated with the amortization of the debt discount created by the embedded derivative liability associated with the Company’s convertible debt that was fully settled in October 2025 is as follows:

						Three Months Ended												Six Months Ended
						June 30,												June 30,
						2026						2025						2026						2025
Convertible Notes						$	—					$	548					$	—					$	1,082
Interest expense associated with embedded derivative						$	—					$	548					$	—					$	1,082

A summary of non-cash changes in fair value of the derivative embedded within convertible debt that was fully settled in October 2025 is as follows:

						Three Months Ended												Six Months Ended
						June 30,												June 30,
						2026						2025						2026						2025
Convertible Notes						$	—					$	16,969					$	—					$	17,715
Loss on changes in fair value of the derivative embedded within convertible debt						$	—					$	16,969					$	—					$	17,715

Letters of Credit:

As of June 30, 2026 and December 31, 2025, the Company had outstanding $2,811 and $2,645 of letters of credit, respectively, collateralized by certificates of deposit. The letters of credit have been issued as security deposits for leases of office space.

Lease Commitments:

The Company leases office space under non-cancellable operating lease agreements. See Note 4. “Leases” to the Company’s condensed consolidated financial statements for further discussion.

Technology Adoption and Implementation:

In June 2026, the Company executed an agreement to purchase technology licenses, products related to its workspace platform and certain cloud computing services. The amounts due under the agreement as of June 30, 2026 are as follows:

2026			$	2,980
2027			8,975
2028			12,835
2029			6,842
Total			$	31,632

As part of the agreement, the Company has received various credits, which may offset or reduce the commitment (above), as well as other discounts. The Company may elect to cancel the remaining commitment (above) in return for a cancellation fee of 35% of the total remaining commitment amount and loss of any discounts, remaining credits or other incentives provided under the agreement.

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Legal Matters:

The Company is involved in litigation in the normal course of its business and otherwise. Some claims are covered by the Company’s insurance policies in excess of any applicable retention. Other claims are not covered by the Company’s insurance policies, and the Company seeks contribution toward the payment of costs and expenses from agents for non-covered claims when applicable pursuant to the Company’s agent policies. The Company believes that the resolution of ordinary course matters will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

In October 2023, individual plaintiffs filed an action on behalf of a putative national class of home sellers from October 2019 through the present in the Western District of Missouri against the National Association of Realtors (“NAR”) and certain real estate brokerage firms, including the Company, alleging anticompetitive behavior in violation of federal antitrust laws arising from NAR’s requirement that sellers’ agents for Multiple Listing Service (“MLS”) listed properties offer to pay a portion of commissions received on the sale of such properties to buyers’ agents (the Gibson case).

Thereafter, additional litigation was filed by other plaintiffs on behalf of putative classes of home sellers from 2019 to the present against certain real estate brokerage firms, including the Company and/or its subsidiaries, alleging anticompetitive behavior, similar to the Gibson case: (i) the March case (November 2023 – Southern District of New York) – a putative class action on behalf of home sellers in Manhattan from November 2019 through the present; (ii) the Friedman case (January 2024 – Southern District of New York) – a putative class action on behalf of home sellers in certain parts of Brooklyn from January 2020 through present; (iii) the Umpa case (December 2023 - Western District of Missouri) – putative class action on behalf of home sellers nationwide (with certain markets excluded) from December 2019 through present, which has now been consolidated into the Gibson case; (iv) the Whaley case (January 2024 - District of Nevada) – putative class action on behalf of home sellers in Nevada from January 2020 through the present, and (v) the Boykin case (February 2024 - District of Nevada) – putative class action on behalf of home sellers in Nevada from February 2020 through the present, which has now been consolidated into the Whaley case.

In April 2024, the Company entered into a settlement agreement (the “Gibson Settlement Agreement”) to resolve, on a nationwide basis, the Gibson and Umpa cases (the “Lawsuits”). On April 30, 2024, the Court in the Lawsuits preliminarily approved the settlement, preliminarily certified the proposed settlement class and stayed the cases against the Company pending final approval of the Gibson Settlement Agreement.

After preliminary approval, the Company obtained stays of the remaining actions against it, other than the Lutz case described below. The final approval hearing for the settlement took place on October 31, 2024, and on November 4, 2024, the Gibson Settlement Agreement received final court approval and became effective as of that date. The Gibson Settlement Agreement is currently being challenged on appeal in the U.S. Court of Appeals for the Eighth Circuit.

The settlement resolves all claims on a nationwide basis by the plaintiffs and proposed settlement class members in the Lawsuits, which includes, but is not limited to, all claims concerning brokerage commissions by the proposed settlement class members that were asserted in other lawsuits against the Company and its subsidiaries (collectively, the “Claims”), and releases the Company, its subsidiaries, and affiliated agents from all Claims. The settlement is not an admission of liability, nor does the Company concede or validate any of the claims asserted against it.

Under the Gibson Settlement Agreement, the Company paid $7,750 into an escrow fund on June 12, 2024, $5,000 into an escrow fund on December 29, 2025, and agreed to pay an additional $5,000 contingent payment subject to certain financial contingencies on or before December 31, 2027. The contingent payments may be accelerated under certain circumstances. The Company recognized the full $17,750 expense associated with the Gibson Settlement Agreement during the year ended December 31, 2024.

In addition, the Company agreed to make certain changes to its business practices and emphasize certain practices that have been a part of the Company’s longstanding policies and practices, including: reminding its brokerages and agents that the Company has no rule requiring agents to make or accept offers of compensation; requiring its brokerages and agents to clearly disclose to clients that commissions are not set by law and are fully negotiable; prohibiting its brokerages and buyer agents from claiming buyer agent services are free; requiring its brokerages and agents to disclose to the buyer the listing broker’s offer of compensation for prospective buyers’ agents as soon as possible; prohibiting its brokerages and agents from using any technology (or manual methods) to sort listings by offers of compensation, unless requested by the client; reminding its

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brokerages and agents of their obligation to show properties regardless of compensation for buyers’ agents for properties that meet the buyer’s priorities; and developing training materials for its brokerages and agents that support all the practice changes outlined in the injunctive relief.

While most of the industry-wide antitrust class action lawsuits launched by plaintiffs on behalf of a putative class of home sellers have been settled (although appeals challenging the settlements are still pending), including those against the Company, certain suits launched by plaintiffs on behalf of a putative class of home buyers are still pending. In November 2023, individual plaintiffs filed an action on behalf of a putative national class of home buyers from 1996 to the present in the Northern District of Illinois against certain real estate brokerage firms (the “Batton II case”), including the Company, alleging anticompetitive behavior similar to the now resolved Gibson case. In June 2024, plaintiffs voluntarily dismissed this action against the Company without prejudice. However, on June 11, 2024, plaintiffs’ counsel from the Batton II case added the Company as a defendant in the Lutz case pending in the U.S. District Court for the Southern District of Florida, No. 4:24-cv-10040 (KMM). This case was brought by individual plaintiffs who filed an action on behalf of a putative national class of home buyers from December 1996 through the present against certain real estate brokerage firms, alleging anticompetitive behavior in violation of federal antitrust laws, state antitrust and consumer protection laws, as well as asserting an unjust enrichment claim. The allegations and claims in the Lutz case are similar to the Batton II case. As this case was brought by a putative national class of home buyers, it is not subsumed within the Gibson Settlement Agreement resolving the antitrust actions brought by home sellers against the Company, except to the extent that the class includes home buyers who also are part of the home sellers settling class referenced above that released their claims as home buyers. On July 15, 2025, all of the Lutz plaintiffs’ claims against the Company were dismissed. The federal antitrust claim was dismissed with prejudice, and the state antitrust, consumer protection, and unjust enrichment claims were dismissed without prejudice with 21 days to replead. The Lutz plaintiffs filed their Third Amended Complaint on August 5, 2025, which the Company moved to dismiss. On April 17, 2026, the Court granted the Company’s motion to dismiss the claim that was made under California’s Unfair Competition Law, while the Court deferred ruling on the motion to dismiss as to antitrust standing and directed the parties to file supplemental briefing, and otherwise denied the Company’s motion to dismiss in all other respects. On June 23, 2026, the Lutz court ordered that the case be stayed in its entirety until the Tuccori court issues a final decision whether to approve the Tuccori Settlement Agreement (as defined below).

In October 2025, the U.S. District Court for the Northern District of Illinois preliminarily approved a nationwide settlement entered by several real estate brokerage companies in Tuccori v. At World Properties, LLC, et al. (N.D. Ill.) (the “Tuccori case”), a case that consolidated certain purported class action lawsuits filed by home buyers. The settlement included an opt-in procedure pursuant to which other companies subject to similar home buyer antitrust claims could opt into the Tuccori settlement, subject to court approval. In April 2026, the Company opted into a settlement agreement (the “Tuccori Settlement Agreement”) with the purported class of home buyers in the Tuccori case, which is structured to resolve the claims asserted against the Company in, or arising from the same factual predicates as, the Lutz case. Although the Company was not a defendant in the Tuccori action, the opt‑in settlement releases the Company, its subsidiaries, and affiliated agents from the claims against it in the Lutz case. The settlement is not an admission of liability, nor does the Company concede or validate any of the claims asserted against it. Under the Tuccori Settlement Agreement, the Company paid $100 into an escrow fund on June 23, 2026 and agreed to make three additional $647 payments within one, two and three years of the effective date of the settlement, respectively. The Company also agreed to abide by the same business practice changes, and emphasize the same existing practices, previously agreed to by the Company in the Gibson Settlement Agreement, as described herein. The amount payable by the Company under the Tuccori Settlement Agreement was fully reserved at June 30, 2026.

The Tuccori Settlement Agreement is subject to court approval. On May 26, 2026, the Tuccori court granted preliminary approval of the settlement. On June 29, 2026, the court scheduled a final approval hearing for November 2, 2026. Upon such approval, the Company expects the settlement to fully resolve the claims asserted against it in Lutz. Until such time, the Lutz action remains pending against the Company.

Two real estate salespersons formerly associated with the Company as independent contractors, have, together or separately, been named as defendants in multiple complaints by women accusing them of sexual assault and related wrongdoing, and in March 2026 they were convicted of criminal charges related to similar alleged conduct. On February 28, 2025, the former real estate salespersons and several other defendants, including the Company and its former Chief Executive Officer, were named as defendants in one of these lawsuits, the Koste litigation in the Supreme Court of the State of New York. Plaintiffs have brought claims against the Company under the New York Gender-Motivated Violence Act and sex trafficking, negligence, and negligent hiring, retention, and supervision claims. The Company denies liability and is defending vigorously against these claims. The Company has filed motions to dismiss the claims against it, which will be heard by the court on October 29, 2026. On January 22, 2026, the former real estate salespersons and several other defendants, including the Company and its former Chief Executive Officer, were named as defendants in the Rodriguez litigation in the U.S. District

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Court for the Southern District of Florida, in which Plaintiff brought claims against the Company under federal sex trafficking and Florida human trafficking laws. On April 29, 2026, the plaintiff filed a stipulation voluntarily dismissing the Florida human trafficking claims. The federal trafficking claims remain. The Company denies liability and is defending vigorously against that claim. The Company has filed a motion to dismiss which is scheduled to be heard by the court on August 31, 2026.

On November 14, 2025, a Verified Stockholder Derivative Complaint, Barbara Strougo derivatively on behalf of Douglas Elliman, Inc. vs. Howard M. Lorber, et al. (the “Strougo Litigation”), was filed in the Court of Chancery of the State of Delaware (the “Chancery Court”) on behalf of the Company, as nominal defendant, against certain of the Company’s current and former directors and officers (the “Individual Defendants”). The complaint alleged breach-of-fiduciary duty claims against the Individual Defendants. The parties to the Strougo Litigation reached an agreement to settle the Strougo Litigation on the terms and conditions set forth in a Stipulation and Agreement of Compromise, Settlement, and Release that was filed with the Chancery Court on February 19, 2026 (the “Strougo Settlement Agreement”). The Strougo Settlement Agreement provides for the final dismissal of the Strougo Litigation in exchange for (i) a settlement payment to the Company of $17,500, subject to reductions for attorneys’ fees and expenses, and (ii) the implementation by the Company of certain corporate-governance enhancements and reforms. Certain of the Company’s insurers agreed to fund the settlement. The Chancery Court held a settlement fairness hearing related to the Strougo Settlement Agreement on June 29, 2026 and, on July 7, 2026, entered a Final Order and Judgment approving the Strougo Settlement Agreement and awarding plaintiff’s counsel attorneys’ fees and expenses in the amount of $1,870, to be deducted from the $17,500 settlement payment to the Company. The Company received $2,500 of the settlement payment in June 2026 which has been recorded and deferred within other current liabilities as of June 30, 2026 because the Strougo Settlement Agreement had not been approved by the Chancery Court on June 30, 2026. The additional $15,000 was received by the Company in July 2026.

Litigation is subject to uncertainties, and it is possible that there could be adverse developments in pending cases or that more cases, including antitrust lawsuits, could be commenced. With the commencement of any new case, the defense costs and the risks relating to the unpredictability of litigation increase. Legal defense costs are expensed as incurred. Management reviews on a quarterly basis with counsel all pending litigation and evaluates the probability of a loss being incurred and whether an estimate can be made of the possible loss or range of loss that could result from an unfavorable outcome. An unfavorable outcome or settlement of pending litigation could encourage the commencement of additional litigation. The Company is unable to reasonably estimate the financial impact of these litigation matters. For the three months ended June 30, 2026, the Company incurred legal expenses and settlement costs totaling $1,155 (consists of legal expenses of $2,404 and settlement expenses of $447 included within “General and administrative expenses,” as well as reimbursement of settlement of $1,696 on the condensed consolidated statement of operations). For the six months ended June 30, 2026, the Company incurred legal expenses and settlement costs totaling $8,395 (consists of legal expenses of $5,934 and settlement expenses of $2,116 included within “General and administrative expenses,” $2,041 in “Antitrust litigation settlement expense” and reimbursement of settlement of $1,696 on the condensed consolidated statement of operations.” For the three and six months ended June 30, 2025, the Company incurred legal expenses and settlement costs totaling $3,241 and $7,808 (included within “General and administrative expenses,” of which $1,482 and $1,274 are net benefits from settlement expense, due to amounts recovered from insurance, on the condensed consolidated statement of operations), respectively. The Company’s condensed consolidated financial position, results of operations or cash flows could be materially adversely affected from an unfavorable outcome in, or settlement of, any of these matters.

Accounting Policy. The Company and its subsidiaries record provisions in their condensed consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated.

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There was no income tax expense for the three and six months ended June 30, 2026 and 2025. Effective March 31, 2024, the Company established a valuation allowance for the full amount of deferred tax assets.

Calculation of provision for income taxes in interim periods. The Company calculates its provision for income taxes for interim reporting periods by estimating its annual effective income tax rate based on full year projections, which do not include the impact of discrete items. It then applies the annual effective income tax rate against year-to-date pretax income to record income tax expense and then adjusts its provision for income tax expense for any discrete items. There were no discrete items for the three and six months ended June 30, 2026 and 2025, respectively.

Income Taxes Paid

The table below presents amounts of income taxes paid, net of refunds, by jurisdiction:

			Three Months Ended						Six Months Ended
			June 30, 2026
U.S. Federal			$	2,000					$	2,000
U.S. State and local			194						1,346
Total U.S.			2,194						3,346
Foreign			—						—
Total cash income taxes paid, net of refunds			$	2,194					$	3,346

The Company’s financial assets and liabilities subject to fair value measurements were as follows:

						Fair Value Measurements as of June 30, 2026
Description						Total						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Total Gains (Losses)
Assets:
Money market funds (1)						$	90,529					$	90,529					$	—					$	—
Certificates of deposit (2)						162						—						162						—
PropTech convertible trading debt securities						1,229						—						—						1,229
Long-term investments
Long-term investment securities at fair value (3)						3,183						—						—						—
Total long-term investments						3,183						—						—						—
Total assets						$	95,103					$	90,529					$	162					$	1,229

`

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(1)Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets, except for $5,995 that is included in current restricted cash and cash equivalents and $2,649 that is included in non-current restricted assets within Other assets.

(2)$162 included in Other current assets on the condensed consolidated balance sheets.

(3)In accordance with ASC Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy.

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						Fair Value Measurements as of December 31, 2025
Description						Total						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Total Gains (Losses)
Assets:
Money market funds (1)						$	108,372					$	108,372					$	—					$	—
Certificates of deposit (2)						162						—						162						—
Long-term investments
PropTech convertible trading debt securities						1,229						—						—						1,229
Long-term investment securities at fair value (3)						3,170						—						—						—
Total long-term investments						4,399						—						—						1,229
Total assets						$	112,933					$	108,372					$	162					$	1,229
Liabilities:
Fair value of the derivative embedded within convertible debt						—						—						—						—						(28,482)
Total liabilities						$	—					$	—					$	—					$	—					$	(28,482)

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(1)Amounts included in Cash and cash equivalents on the consolidated balance sheets, except for $4,716 that is included in current restricted assets and $2,483 that is included in non-current restricted assets within Other assets.

(2)$162 included in Other assets on the consolidated balance sheets.

(3)In accordance with ASC Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy.

The fair value of the Level 2 certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is the rate offered by the financial institution.

The fair values of the Level 3 PropTech convertible trading debt securities were derived using a discounted cash flow model utilizing a probability-weighted expected return method based on the probabilities of different potential outcomes for the convertible trading debt securities.

The long-term investments are based on NAV per share provided by the partnerships based on the indicated market value of the underlying assets or investment portfolio. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed above because they are measured at fair value using the NAV practical expedient.

The fair value of the derivative embedded within the convertible debt and the fair value of the convertible debt itself was derived using a binomial lattice valuation model. The derivative had been classified as Level 3. A change in the fair value of the derivative embedded within the convertible debt was presented in the consolidated statements of operations. The value of the embedded derivative was contingent on changes in interest rates, the Company’s stock price, stock price volatility, and the Company’s dividend yield. The Company’s stock price, volatility, and dividend yield were based on market observable inputs. The interest rate component of the value of the note was computed by calibrating the yield as of the issuance date, such that the value of the convertible note was equal to the principal net of the original issue discount. This yield was adjusted by the change in spreads from the discount curve equivalent to the Company’s implied credit rating.

There were no changes in the fair value of the Level 3 assets for the three and six months ended June 30, 2026.

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The unobservable inputs related to the valuation of the Level 3 assets were as follows as of June 30, 2026:

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at

June 30, 2026

Valuation Technique

Unobservable Input

Range (Actual)

PropTech convertible trading debt securities

$

1,229

Discounted cash flow

Interest rate

5%

Maturity

Feb 2027

Volatility

54.10%

Discount rate

31.97%

The unobservable inputs related to the valuation of the Level 3 assets were as follows as of December 31, 2025:

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at

December 31, 2025

Valuation Technique

Unobservable Input

Range (Actual)

PropTech convertible trading debt securities

$

1,229

Discounted cash flow

Interest rate

5%

Maturity

Feb 2027

Volatility

54.10%

Discount rate

31.97%

There were no Level 3 liabilities as of June 30, 2026 and December 31, 2025 at fair value to be measured due to repayment of the Convertible Notes. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record assets and liabilities at fair value on a nonrecurring basis. Generally, assets and liabilities are recorded at fair value on a nonrecurring basis because of impairment charges. The Company had no nonrecurring nonfinancial assets or liabilities subject to fair value measurements as of June 30, 2026 and December 31, 2025.

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The Company is managed as a single operating and reporting segment and its CODM evaluates the operating results and revenues of the Company to make decisions. Consequently, the measure of segment profit or loss is the condensed consolidated net income (loss). The measure of segment assets is reported on the Company’s condensed consolidated balance sheets.

Financial information for the Company’s revenues and expenses for the three and six months ended June 30, 2026 and 2025 were as follows:

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2026						2025						2026						2025
Total Revenues			$	283,449					$	271,366					$	497,782					$	524,769
Operating expenses:
Real estate agent commissions			224,259						204,594						391,650						391,119
Sales and marketing			19,731						20,069						37,468						39,808
Operations and support			17,771						17,775						34,011						35,503
General and administrative			17,795						26,177						38,946						53,502
Technology			5,591						5,766						10,829						11,301
Depreciation and amortization			1,989						2,219						3,988						4,119
Antitrust litigation settlement expense			—						—						2,041						—
Restructuring			146						298						193						298
Gain on disposal of business			(408)						—						(408)						—
Operating loss			(3,425)						(5,532)						(20,936)						(10,881)
Other income (expenses):
Interest expense			(2)						(1,545)						(5)						(3,075)
Interest income			719						1,259						1,609						2,620
Equity in (losses) earnings from equity-method investments			(9)						199						379						201
Change in fair value of the derivative embedded within convertible debt			—						(16,969)						—						(17,715)
Investment and other losses			(17)						(37)						(57)						(59)
Loss before provision for income tax			(2,734)						(22,625)						(19,010)						(28,909)
Income tax expense			—						—						—						—
Net loss			(2,734)						(22,625)						(19,010)						(28,909)
Net (income) loss attributed to non-controlling interest			—						(48)						—						251
Net loss attributed to Douglas Elliman Inc.			$	(2,734)					$	(22,673)					$	(19,010)					$	(28,658)

For the three months ended June 30, 2026, $1,583 of stock-based compensation is included within General and administrative expenses and $71 is included within Operations and support expenses on the condensed consolidated statements of operations. For the three months ended June 30, 2025, $1,856 of stock-based compensation is included within General and administrative expenses and $268 is included within Operations and support expenses on the condensed consolidated statements of operations.

For the six months ended June 30, 2026, $2,682 of stock-based compensation is included within General and administrative expenses and $140 is included within Operations and support expenses on the condensed consolidated statements of operations. For the six months ended June 30, 2025, $3,626 of stock-based compensation is included within General and administrative expenses and $533 is included within Operations and support expenses on the condensed consolidated statements of operations.

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The Company’s identifiable assets and capital expenditures for June 30, 2026 and December 31, 2025 were as follows:

Six Months Ended June 30, 2026
Identifiable assets						$	444,297
Capital expenditures						$	943
Year Ended December 31, 2025
Identifiable assets						$	444,409
Capital expenditures						$	3,353

As a service to its customers, Portfolio Escrow Inc., a subsidiary of the Company, administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250. Portfolio Escrow Inc. had escrow funds on deposit in the amount of $36,283 as of each of June 30, 2026 and December 31, 2025, respectively, and corresponding escrow funds in holding of the same amount. While these deposits are not assets of the Company (and, therefore, are excluded from the accompanying condensed consolidated balance sheets), the subsidiary of the Company remains contingently liable for the disposition of these assets.

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