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STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2025

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

9. STOCKHOLDERS’ EQUITY

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

​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​	2025	​	2024	​	2023
Common stock:	​	​	​	​	​	​
Balance, beginning of period	​	195,028,207	​	183,606,708	​	171,656,030
Shares issued for stock options exercised	​	82,936	​	380,919	​	832,993
Agent growth incentive stock-based compensation	​	2,802,114	​	1,787,280	​	2,219,881
Agent equity stock-based compensation	​	9,872,505	​	9,253,300	​	8,897,804
Balance, end of period	​	207,785,762	​	195,028,207	​	183,606,708

​

Dividends

The Company declared and paid dividends of $0.05 quarterly in 2025 and 2024. The Company declared and paid dividends of  $0.045 in each of the first and second quarters of 2023, $0.05 in each of the third and fourth quarters of 2023. Dividends are declared at the discretion of the Board and are based on various factors, including the Company’s financial condition, results of operations, capital requirements, and market conditions. The total cash dividends paid during each of these years were funded from available cash and were recorded as reductions to accumulated earnings (deficit).

2024 Equity Incentive Plan

The eXp World Holdings, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) is a stockholder-approved plan that provides for broad-based equity grants to service providers, including employees, directors, agents, and consultants, and permits the granting of restricted stock units (“RSUs”), stock grants, performance-based awards, stock options and stock appreciation rights. RSUs granted under the 2024 Plan generally vest over four years, based on continued services, and are settled upon vesting in shares of the Company’s common stock on a one-for-one basis. All RSUs granted under the 2024 Plan have dividend equivalent rights, which entitle holders of RSUs to the same dividend value per share as holders of common stock. A maximum of approximately 150 million shares were authorized for issuance pursuant to 2024 Plan awards at the time the plan was approved on May 13, 2024.

The Company’s stockholder approved equity programs described below are administered under the 2024 Plan, beginning in September 2024. Prior to that time, the equity programs were administered under the eXp World Holdings, Inc. 2015 Equity Incentive Plan which has since terminated. The purpose of the 2024 Plan 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.

2015 Equity Incentive Plan

The eXp World Holdings, Inc. 2015 Equity Incentive Plan, as amended and restated (the “2015 Plan”), is a stockholder-approved plan that provided for broad-based equity grants to service providers, including employees, directors, agents, and consultants. The 2015 Plan permitted the granting of the same types of equity awards with substantially the same terms as the 2024 Plan. In the third quarter of 2024, the Company terminated the authority to grant new awards under the 2015 Plan.

Agent Equity Program (“AEP”)

The Company provides agents and brokers the opportunity to elect to receive 5% of commissions earned from each completed residential real estate transaction in the form of common stock of the Company at a discount recognized by the Company. If agents and brokers elect to receive portions of their commissions in common stock, they are entitled to receive the equivalent number of shares of common stock based on the fixed monetary value of the commission payable.

For the years ended December 31, 2025, 2024 and 2023, the Company issued 9,872,505, 9,253,300 and 8,897,804 shares of common stock, respectively, to agents and brokers for $98,149, $111,278 and $135,226, respectively, net of discount, attributable to the AEP.

Agent Growth Incentive Program (“AGIP”)

The Company administers AGIP whereby agents and brokers become eligible to receive awards of the Company’s common stock through agent attraction and performance benchmarks. The incentive program encourages greater performance and awards agents with 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 based on a fixed-dollar amount of shares once performance metrics are achieved. As such, the awards are classified as liabilities until the number of share awards becomes fixed once the performance metric is achieved.

For the years ended December 31, 2025, 2024 and 2023, the Company’s stock compensation attributable to the AGIP was $37,222, $36,998 and $43,178, respectively. The amount of stock compensation attributable to liability classified awards was $2,736, $2,251 and $3,832 for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the total unrecognized compensation costs associated with these awards, where the performance metric has been achieved and the number of shares awarded are fixed, was $59,896, which is expected to be recognized over a weighted-average period of approximately 2.02 years.

​

The following table illustrates changes in the Company’s stock compensation liability, included in accrued liabilities for the periods presented:

​	​	​
​	​	Amount
Balance, December 31, 2023	​	$ 5,000
Stock grant liability increase year to date	​	2,251
Stock grants reclassified from liability to equity year to date	​	(2,206)
Balance, December 31, 2024	​	$ 5,045
Stock grant liability increase year to date	​	2,736
Stock grants reclassified from liability to equity year to date	​	(1,999)
Balance, December 31, 2025	​	$ 5,782

​

​

The following table illustrates the Company’s stock activity for the AGIP for stock awards where the performance metric has been achieved for the following periods:

​

​	​	​	​	​
​	​	​	​	Weighted Average
​	​	​	​	Grant Date
​	​ ​ ​	Shares	​ ​ ​	Fair Value
Balance, December 31, 2023	​	6,875,289	​	$ 17.80
Granted	​	4,472,988	​	12.22
Vested and issued	​	(1,773,129)	​	22.99
Forfeited	​	(1,720,193)	​	15.93
Balance, December 31, 2024	​	7,854,955	​	$ 13.80
Granted	​	5,490,988	​	10.06
Vested and issued	​	(2,715,482)	​	13.65
Forfeited	​	(1,355,254)	​	12.66
Balance, December 31, 2025	​	9,275,207	​	$11.74
​	​	​	​	​

​

Activity related to Other Restricted Stock Units (“RSUs”), which was previously included in the AGIP stock activity table for prior years, is now presented independently in the Other Restricted Stock Units section below.

Other Restricted Stock Units

RSUs may be granted to directors, officers, certain employees and consultants. 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. The fair value of RSUs granted is determined based on the closing market price of the Company's common stock on the grant date. The total fair value of RSUs is recognized as stock-based compensation expense over the vesting period, with adjustments for estimated forfeitures.

For the years ended December 31, 2025, 2024 and 2023, the Company's stock compensation attributable to these RSUs was $1,142, $267 and $0, respectively.

As of December 31, 2025, the total unrecognized compensation costs associated with these RSUs was $2,877, which is expected to be recognized over a weighted-average period of approximately 2.21 years.

The following table illustrates the Company’s RSU activity for the following periods:

​

​	​	​	​	​
​	​	​	​	Weighted Average
​	​	​	​	Grant Date
​	​ ​ ​	Shares	​ ​ ​	Fair Value
Balance, December 31, 2023	​	-	​	$ -
Granted	​	115,574	​	12.89
Vested and issued	​	(14,151)	​	12.06
Forfeited	​	-	​	-
Balance, December 31, 2024	​	101,423	​	$ 13.00
Granted	​	300,410	​	10.13
Vested and issued	​	(86,632)	​	11.02
Forfeited	​	(20,508)	​	12.34
Balance, December 31, 2025	​	294,693	​	$10.71

​

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 the stock options expire 10 years from the date of grant. These options generally have time-based restrictions with equal and periodically graded vesting over a three-year period.

The fair value of the options issued is calculated using a Black-Scholes-Merton option-pricing model with the following assumptions:

​	​	​	​	​	​	​
​	​	2025	​	2024	​	2023
Expected term	​	5 years	​	5 years	​	5 - 6 years
Expected volatility	​	68.69% - 74.72%	​	73.51% - 74.29%	​	73.64% - 76.78%
Risk-free interest rate	​	3.54% - 4.41%	​	3.48% - 4.61%	​	3.28% - 4.86%
Dividend yield	​	1.76% - 2.24%	​	1.39% - 1.99%	​	0.72% - 1.64%
​	​	​	​	​	​	​

​

The following table illustrates the Company’s stock option activity for the following periods:

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Weighted
​	​	​	​	​	​	​	​	Average
​	​	​	​	Weighted	​	​	​	Remaining
​	​	​	​	Average	​	​	​	Contractual Term
​	​ ​ ​	Options	​ ​ ​	Exercise Price	​ ​ ​	Intrinsic Value	​ ​ ​	(Years)
Balance at December 31, 2023	​	6,198,544	​	$ 14.23	​	$ 3.62	​	7.29
Granted	​	1,012,111	​	11.74	​	-	​	9.19
Exercised	​	(380,919)	​	5.29	​	5.79	​	—
Forfeited	​	(959,539)	​	18.84	​	0.05	​	—
Expired	​	(300,052)	​	23.60	​	0.04	​	—
Balance at December 31, 2024	​	5,570,145	​	$ 13.09	​	$ 1.17	​	6.97
Granted	​	557,664	​	10.15	​	-	​	8.95
Exercised	​	(82,936)	​	5.22	​	5.34	​	—
Forfeited	​	(763,475)	​	14.39	​	0.08	​	—
Expired	​	(118,165)	​	14.23	​	0.02	​	—
Balance at December 31, 2025	​	5,163,233	​	$ 12.72	​	$ 0.36	​	6.14
Exercisable at December 31, 2025	​	3,798,468	​	$ 12.93	​	$ 0.50	​	5.27
Vested at December 31, 2025	​	3,798,468	​	$ 12.93	​	$ 0.50	​	5.27
​	​	​	​	​	​	​	​	​
​	​	​	​	Weighted	​	​	​	​
​	​	​	​	Average	​	​	​	​
​	​	Options	​ ​ ​	Exercise Price	​	​	​	​
Range of stock option exercise prices at December 31, 2025:	​	​	​	​	​	​	​	​
$0.01 - $10.00 (average remaining life - 4.52 years)	​	2,261,770	​	$ 8.91	​	​	​	​
$10.01 - $30.00 (average remaining life - 7.5 years)	​	2,678,741	​	$ 13.91	​	​	​	​
$30.01 - $60.00 (average remaining life - 5.4 years)	​	222,722	​	$ 38.14	​	​	​	​
​	​	​	​	​	​	​	​	​

​

The grant date fair value of options to purchase common stock is recorded as stock-based compensation over the vesting period. As of December 31, 2025, unrecognized compensation cost associated with the Company’s outstanding stock options was $7,811, which is expected to be recognized over a weighted-average period of approximately 0.75 years.

Stock Repurchase Program

During 2025, the Company repurchased 5,840,961 shares of its common stock for $56.2 million. The Company’s share repurchase program does not obligate the Company to acquire a minimum amount of shares and it limits the Company’s aggregate repurchases to $1.0 billion. Under the programs, shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. For accounting purposes, common stock repurchased under the stock repurchase programs is recorded based upon the trade date of the applicable trade. 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 changes in treasury stock shares for the periods presented:

​

​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​	2025	​	2024	​	2023
Treasury stock:	​	​	​	​	​	​
Balance, beginning of period	​	40,894,822	​	28,937,671	​	18,816,791
Repurchases of common stock	​	5,840,961	​	11,957,151	​	10,110,152
Forfeiture to treasury stock for acquisition	​	-	​	-	​	10,728
Balance, end of period	​	46,735,783	​	40,894,822	​	28,937,671

​

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