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STOCKHOLDERS' EQUITY
 9 Months Ended
Sep. 30, 2025
STOCKHOLDERS' EQUITY  
STOCKHOLDERS' EQUITY

6.STOCKHOLDERS’ EQUITY

The following table represents a share reconciliation of the Company’s common stock issued for the periods presented:

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Three Months Ended September 30,

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Nine Months Ended September 30,

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2025

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2024

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2025

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2024

Common stock:

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Balance, beginning of period

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201,449,583

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189,947,235

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195,028,207

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183,606,708

Shares issued for stock options exercised

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10,264

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95,037

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82,546

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320,481

Agent growth incentive stock-based compensation

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662,874

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308,790

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1,968,559

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1,341,303

Agent equity stock-based compensation

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2,520,959

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2,208,226

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7,564,368

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7,290,796

Balance, end of period

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204,643,680

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192,559,288

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204,643,680

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192,559,288

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The Company’s equity programs described below were administered under the stockholder approved 2015 Equity Incentive Plan, as amended, for issuances prior to September 1, 2024 and under the stockholder approved 2024 Equity Incentive Plan for issuances on or after September 1, 2024. The purpose of the equity plans is to retain the services of valued

employees, directors, officers, agents, and consultants and to incentivize such persons to make contributions to the Company and motivate excellent performance.

Agent Equity Program (“AEP”)

The Company provides agents and brokers the opportunity to elect to receive 5% of commissions earned from each completed real estate transaction in the form of shares of the Company’s common stock under the AEP. If agents and brokers elect to receive portions of their commissions in shares of the Company’s common stock, they are entitled to receive the equivalent number of shares of the Company’s common stock based on the fixed monetary value of the commission payable. The Company recognized a 10% discount on these issuances prior to February 29, 2024, and a 5% discount on these issuances beginning as of March 1, 2024, as an additional cost of sales charge during the periods presented.

During the three months ended September 30, 2025 and 2024, the Company issued 2,520,959 and 2,208,226 shares of the Company’s common stock, respectively, to agents and brokers with a value of $27,150 and $29,541, respectively, inclusive of discount. During the nine months ended September 30, 2025 and 2024, the Company issued 7,564,368 and 7,290,796 shares of common stock, respectively, to agents and brokers with a value of $74,709 and $85,997, respectively, inclusive of discount.

Agent Growth Incentive Program (“AGIP”)

The Company administers an equity incentive program whereby agents and brokers become eligible to receive awards of the Company’s common stock under the AGIP through agent attraction and performance benchmarks. The AGIP encourages greater performance and awards agents with shares of the Company’s common stock based on achievement of performance milestones. Awards typically vest after performance benchmarks are reached and three years of subsequent service is provided to the Company. Share-based performance awards are granted on a fixed-dollar amount of shares based on the achievement of performance metrics. As such, the awards are classified as liabilities until the number of share awards becomes fixed once the performance metric is achieved.

For the three months ended September 30, 2025 and 2024 the Company’s stock-based compensation expense attributable to the AGIP was $9,655 and $9,910, respectively, of which the total amount of stock-based compensation attributable to liability classified awards was $583 and $891, respectively. For the nine months ended September 30, 2025 and 2024 the Company’s stock-based compensation expense attributable to the AGIP was $27,389 and $28,067, respectively, of which the total amount of stock-based compensation attributable to liability classified awards was $1,732 and $2,179, respectively.

The following table illustrates changes in the Company’s stock-based compensation liability for the periods presented:

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Amount

Balance, December 31, 2023

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$ 5,000

Stock grant liability increase year to date

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2,251

Stock grants reclassified from liability to equity year to date

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(2,206)

Balance, December 31, 2024

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$ 5,045

Stock grant liability increase year to date

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1,732

Stock grants reclassified from liability to equity year to date

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(928)

Balance, September 30, 2025

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$ 5,849

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Stock Option Awards

Stock options are granted to directors, officers, certain employees and consultants with an exercise price equal to the fair market value of common stock on the grant date and expire 10 years from the date of grant (or 5 years from the date of grant for options granted to significant stockholders). These options typically have time-based restrictions with equal and periodically graded vesting over a three-year period.

During the three months ended September 30, 2025 and 2024, the Company granted 366,424 and 62,735 stock options, respectively, to employees with an estimated grant date fair value of $5.52 and $6.21 per share, respectively. During the nine months ended September 30, 2025 and 2024, the Company granted 522,842 and 738,473 stock options, respectively, to employees with an estimated grant date fair value of $5.50 and $6.57 per share, respectively. The fair values were calculated using a Black Scholes-Merton option pricing model.

Other Awards

In addition to the core programs described above, the Company may grant other equity-based or ad hoc awards as needed to attract and retain employees, agents, or team leaders. These awards are generally granted with time-based or performance-based vesting conditions, and the terms are determined based on the specific objectives of the grant.

To date, participation and grants of this variety have been limited.

Restricted Stock Units (“RSUs”)

The Company grants RSUs to officers and certain employees and may grant them to directors and consultants in the future. Each RSU represents the right to receive one share of the Company’s common stock upon vesting, subject to time-based and/or performance-based restrictions. RSUs typically vest over a three-year period with equal and periodically graded vesting or cliff vesting, as applicable. RSUs do not have an exercise price, and no payment is required by the grantee to receive the shares upon vesting. The Company measures stock-based compensation awards at their grant-date fair value. The resulting compensation cost is recognized on a straight-line basis over the requisite service period, which is typically the vesting period. The Company accounts for forfeitures when they occur as a reduction of recorded stock-based compensation. For the three months ended September 30, 2025 and 2024, the Company granted 131,243 and 13,995 RSUs, respectively, with weighted average grant date fair values of $10.41 and $14.23, respectively. For the nine months ended September 30, 2025 and 2024, the Company granted 259,461 and 41,147 RSUs, respectively, with weighted average grant date fair values of $10.10 and $12.74, respectively. As of September 30, 2025 and 2024, the total unrecognized stock-based compensation associated with these RSUs was $2,980 and $393, respectively, which are expected to be recognized over a weighted average period of approximately 2.36 and 1.41 years, respectively.

Stock Repurchase Plan

In December 2018, the Company’s board of directors (the “Board”) approved a stock repurchase program (the “Stock Repurchase Program”), which has been amended from time to time, most recently in August 2025 as described in more detail below. Under the current authorization, the Company may repurchase up to $1.0 billion of its common stock, inclusive of amounts previously expended.

The Stock Repurchase Program is intended primarily to offset dilution from equity compensation programs. Pursuant to the updated framework approved by the Board in October 2025, any share repurchases are subject to maintaining a minimum consolidated cash and cash equivalents balance of at least $100 million immediately after giving effect to any repurchase. Subject to that framework, the timing, amount, and pricing of repurchases are at the discretion of the CEO and CFO and depend upon, among other factors, internal financial models and the Company’s liquidity and strategic priorities. Repurchases may be made in the open market during an open trading window or pursuant to Rule 10b5-1 trading plans, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

10b5-1 Repurchase Plan

In connection with the Stock Repurchase Program, from time to time, the Company adopts written trading plans pursuant to Rule 10b5-1 of the Exchange Act to conduct repurchases on the open market.

On January 10, 2022, the Company and Stephens Inc. (“Stephens”), a financial services firm that acts as an agent authorized to purchase shares on behalf of the Company, entered into that certain Issuer Repurchase Plan (as amended, the “Issuer Repurchase Plan”) which authorizes Stephens to repurchase shares of common stock of the Company, and is amended from time to time to adjust the monthly authorized repurchase amount. Most recently, on August 6, 2025, the Board approved, and the Company entered into the Eleventh Amendment to Issuer Repurchase Plan which provides for the repurchase of up to $10.0 million during the calendar month of November 2025 and no repurchases from August 6, 2025 through October 31, 2025.

Shares of Company common stock repurchased under the Stock Repurchase Program are funded from cash and cash equivalents on hand and recorded based upon the applicable trade date. Such repurchased shares are held in treasury and are presented using the cost method. These shares are considered issued but not outstanding.

The following table shows the share changes in treasury stock for the periods presented (not in thousands):

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Three Months Ended September 30,

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Nine Months Ended September 30,

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2025

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2024

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2025

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2024

Treasury stock:

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Balance, beginning of period

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44,217,271

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36,213,862

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40,894,822

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28,937,671

Repurchases of common stock

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1,589,685

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2,794,040

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4,912,134

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10,070,231

Balance, end of period

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45,806,956

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39,007,902

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45,806,956

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39,007,902

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