Douglas Elliman Completes Acquisition, Enters New Agreement

TL;DR

DE completes acquisition, signs new deal, board changes announced.

AI Summary

Douglas Elliman Inc. announced on October 24, 2025, the completion of its acquisition of a business. The company also entered into a material definitive agreement and reported changes in its board of directors and officer compensation. Specific details regarding the acquisition and agreement, including financial terms, were not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant strategic moves by Douglas Elliman, including an acquisition and a new material agreement, which could impact its market position and future financial performance.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and an acquisition, which inherently carry financial and operational risks, though specific details are limited.

Key Players & Entities

• Douglas Elliman Inc. (company) — Registrant
• October 24, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered: Common stock, par value $0.01 per share DOUG New York Stock Exchange
• $85 m — n exchange for a base purchase price of $85 million, subject to customary adjustments
• $75 million — ompany expects to recognize more than a $75 million after-tax gain in the fourth quarter of
• $95 m — al Agent ") for an aggregate payment of $95 million, including approximately $1.4 mil
• $1.4 million — of $95 million, including approximately $1.4 million of accrued interest to the Closing Date
• $130 million — epayment, the Company had approximately $130 million of unrestricted cash and cash equivalen

Filing Documents

• doug-20251024.htm (8-K) — 48KB
• exhibit991proformafs.htm (EX-99.1) — 219KB
• 0001878897-25-000060.txt ( ) — 396KB
• doug-20251024.xsd (EX-101.SCH) — 2KB
• doug-20251024_lab.xml (EX-101.LAB) — 21KB
• doug-20251024_pre.xml (EX-101.PRE) — 12KB
• doug-20251024_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 24, 2025, following unanimous approval by the Board of Directors (with the exception of Mr. David K. Chene, a principal of KLIM, holder of the Convertible Notes (each as defined below), who recused himself from deliberations and such resolutions) of Douglas Elliman Inc. (the " Company "), Douglas Elliman Realty, LLC (" DER "), a New York limited liability company and indirect subsidiary of the Company, entered into an Equity Purchase Agreement, dated as of October 24, 2025 (the " Equity Purchase Agreement "), by and among Residential Management Group, LLC, a Delaware limited liability company and indirect subsidiary of the Company that conducts business as Douglas Elliman Property Management (" DEPM "), PMG Holdings, Inc., a Texas corporation (the " Purchaser "), and DER, whereby DER agreed to sell all of the equity interests in DEPM held by DER to the Purchaser (the " DEPM Sale "). The closing of the DEPM Sale (the " Closing ") occurred concurrently with the execution of the Equity Purchase Agreement on October 24, 2025 (the " Closing Date "). Pursuant to the Equity Purchase Agreement, DER agreed to sell, transfer, assign and convey to the Purchaser all of the equity interests in DEPM in exchange for a base purchase price of $85 million, subject to customary adjustments for cash, indebtedness, transaction expenses and working capital amounts at Closing. In connection with the DEPM Sale and the redemption of the Convertible Notes as described below under Item 8.01 of this Current Report on Form 8-K, the Company expects to recognize more than a $75 million after-tax gain in the fourth quarter of 2025. The Equity Purchase Agreement includes customary representations and warranties for a transaction of this type. DER provided standard seller representations and warranties including, but not limited to, representations and warranties as to valid title to the equity interests in DEPM, due formation, va

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets On the Closing Date, DER entered into the Equity Purchase Agreement pursuant to which DER consummated the DEPM Sale as described above under Item 1.01 of this Current Report on Form 8-K. DEPM is engaged in the management of cooperative, condominium and rental apartment buildings in New York City, Nassau County, Long Island City and Westchester County. From the Closing, the Company will no longer include the financial result s of DEPM in its consolidated financial statements. Filed as Exhibit 99.1 to this Current Report on Form 8-K is the unaudited pro forma condensed consolidated balance sheet of the Company as of June 30, 2025 and the unaudited pro forma condensed consolidated statements of operations of the Company for the six months ended June 30, 2025, and the year ended December 31, 2024, in each case giving effect to the DEPM Sale and the Repayment (as defined under Item 8.01 of this Current Report on Form 8-K below). Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Compensatory Arrangements with Certain Officers. On the Closing Date, effective immediately after the Closing, David K. Chene, as the KLIM-designated director under the securities purchase agreement for the Convertible Notes as described below under Item 8.01 of this Current Report on Form 8-K, resigned from the Board of Directors of the Company (the " Board ") and all committees thereof. The resignation did not result from any dispute or disagreement with the Company or the Board on any matter related to the operations, policies or practices of the Company.

01 Other Events

Item 8.01 Other Events In connection with and upon consummation of the DEPM Sale, the Company agreed to repay and redeem all of the Company's senior secured convertible promissory notes due July 2, 2029 (the " Convertible Notes "), previously issued pursuant to the Securities Purchase Agreement dated as of July 2, 2024, by and among the Company, Kennedy Lewis Investment Management LLC (" KLIM "), certain entities advised or managed by KLIM (the " Noteholders "), and Alter Domus (US), LLC (the " Collateral Agent ") for an aggregate payment of $95 million, including approximately $1.4 million of accrued interest to the Closing Date (the " Repayment "). The Repayment 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 pursuant to Section 8(a) thereof in connection with the consummation of the DEPM Sale. After giving effect to the DEPM Sale and the Repayment, the Company had approximately $130 million of unrestricted cash and cash equivalents as of the Closing Date.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (b) Pro Forma Financial Information The unaudited pro forma consolidated financial information of the Company required by Article 11 of Regulation S-X is attached hereto and is incorporated by reference herein. The unaudited pro forma condensed consolidated balance sheet of Douglas Elliman Inc. as of June 30, 2025 and the unaudited pro forma condensed consolidated statements of operations of Douglas Elliman Inc. for the six months ended June 30, 2025 and the year ended December 31, 2024, are filed as Exhibit 99.1 to this Current Report on Form 8-K. (d) Exhibits. Exhibit No. Exhibit 99.1 Unaudited pro forma condensed consolidated balance sheet of Douglas Elliman Inc. as of June 30, 2025 and the unaudited pro forma condensed consolidated statements of operations of Douglas Elliman Inc. for the six months ended June 30, 2025 and the year ended December 31, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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 hereunto duly authorized. DOUGLAS ELLIMAN INC. By: /s/ J. Bryant Kirkland III J. Bryant Kirkland III Executive Vice President, Treasurer and Chief Financial Officer Date: October 24, 2025

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View this 8-K filing on SEC EDGAR