DOUG

• Operating loss narrowed to $3.4 million in Q2 2026 from $5.5 million in Q2 2025; net loss narrowed to $2.7 million ($0.03 per share) from $22.7 million ($0.27 per share).
• Adjusted EBITDA loss narrowed to $1.0 million from $3.6 million; gross transaction value rose 5.9% to $10.8 billion.
• Cash and cash equivalents were $105.2 million with no long-term debt as of June 30, 2026; development marketing pipeline was $26.1 billion.
• Company launched AI transformation including new intelligence business Elius, expanded French network to 15 offices with Paris opening, and Elliman Capital expanded to California and Texas.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On July 10, 2026, the Board of Directors of Douglas Elliman Inc. appointed Justyn Feldman and Sanghyun Lee as Class III directors, effective the same date.
• Feldman is Senior Vice President at The GMS Group, LLC, a brokerage firm specializing in tax-free municipal bonds, and holds multiple professional licenses.
• Lee is Head of Asia Pacific, Global Affairs at OpenAI and previously held senior public policy roles at Google and Airbnb.
• The Board determined both appointees meet NYSE and SEC independence requirements, and they will participate in the Company's standard non-employee director compensation arrangements.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Stockholders ratified the appointment of EisnerAmper LLP as independent registered public accounting firm for the year ending December 31, 2026, with 73,917,755 votes for, 3,006,249 against, and 68,682 abstentions.
• The advisory say-on-pay vote on executive compensation received 34,611,231 votes for, 21,224,428 against, 7,954,183 abstentions, and 13,202,845 broker non-votes.
• Broker non-votes and abstentions had no effect on the outcomes under the company's governing documents.
• The report was filed under Item 5.07 to disclose the results of matters submitted to a vote of security holders.

5.07 Submission of Matters to a Vote of Security Holders

• Operating loss for Q1 2026 was $17.5 million, compared to an operating loss of $5.3 million in Q1 2025.
• Net loss attributed to Douglas Elliman was $16.3 million, or $0.19 per diluted share, versus $6.0 million, or $0.07 per diluted share, in Q1 2025.
• Adjusted EBITDA loss was $10.4 million in Q1 2026, compared to a loss of $0.9 million in Q1 2025.
• Gross transaction value was approximately $8.6 billion with an average price per transaction of $1.96 million in Q1 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On April 20, 2026, the Delaware Court of Chancery entered a scheduling order setting a settlement fairness hearing for June 29, 2026 at 1:30 p.m.
• The settlement provides for a $17,500,000 payment to Douglas Elliman, subject to court-determined reductions for attorneys' fees and expenses.
• The settlement also requires the company to implement certain corporate-governance enhancements and reforms.
• Certain of the company's insurers have agreed to fund the settlement, which remains subject to final court approval.

7.01 Regulation FD Disclosure

• On April 10, 2026, Douglas Elliman Inc. amended employment agreements with CFO J. Bryant Kirkland III and General Counsel Bradley H. Brodie.
• Kirkland received a one-time retention bonus of $150,000, payable by December 15, 2026 or upon qualifying termination, subject to continued employment.
• Brodie's base salary increased to $575,000 per year effective January 1, 2026, with target bonus raised to 50% of base salary.
• Both amendments extend severance to 12 months and provide enhanced change-in-control benefits, including full target bonus and COBRA subsidies.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The dismissal was approved by the Board of Directors on the recommendation of the Audit Committee, in order to change the company's principal accountant.
• Deloitte's audit reports for fiscal years 2024 and 2025 contained no adverse opinion, disclaimer, or qualification as to uncertainty, audit scope, or accounting principle.
• There were no disagreements or reportable events between the company and Deloitte during the relevant periods, as defined by Regulation S-K.
• On April 6, 2026, the Board appointed EisnerAmper LLP as the new independent registered certified public accounting firm for the fiscal year ending December 31, 2026.

4.01 Changes in Registrant's Certifying Accountant · 9.01 Financial Statements and Exhibits

• Full-year 2025 revenues were $1.033 billion, up from $995.6 million in 2024.
• Full-year 2025 net income attributed to Douglas Elliman was $15.2 million, or $0.17 per diluted share, versus a net loss of $76.3 million in 2024.
• Adjusted EBITDA attributed to Douglas Elliman was a loss of $14.0 million for 2025, improved from a loss of $24.1 million in 2024.
• Cash and cash equivalents were $115.5 million with no long-term debt at year-end 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits