doug-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DOUGLAS ELLIMAN INC.

(Exact name of registrant as specified in its charter)


Delaware	1-41054	87-2176850
(State or other jurisdiction of incorporation	Commission File Number	(I.R.S. Employer Identification No.)
incorporation or organization)

4400 Biscayne Boulevard

Miami, Florida 33137

305-579-8000

(Address, including zip code and telephone number, including area code,

of the principal executive offices)

Securities Registered Pursuant to 12(b) of the Act:


Title of each class:	Trading	Name of each exchange
	Symbol(s)	on which registered:
Common stock, par value $0.01 per share	DOUG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes x No

At April 30, 2026, Douglas Elliman Inc. had 90,906,082 shares of common stock outstanding.

DOUGLAS ELLIMAN INC.

FORM 10-Q

TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION

Item 1. Douglas Elliman Inc. Condensed Consolidated Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025			2

Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025			3



Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2026 and 2025			4

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025			5

Notes to Condensed Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23

Item 3. Quantitative and Qualitative Disclosures About Market Risk			32

Item 4. Controls and Procedures			32

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			33

Item 1A. Risk Factors			33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33

Item 5. Other Information			33

Item 6. Exhibits			34

SIGNATURE			35

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited


	March 31, 2026		December 31, 2025
ASSETS:
Current assets:
Cash and cash equivalents	$	95,971	$	115,510

Receivables	20,524		19,910
Agent receivables, net	8,660		5,704

Restricted cash and cash equivalents	4,522		4,716
Other current assets	21,494		15,461
Total current assets	151,171		161,301
Property and equipment, net	28,566		30,150
Operating lease right-of-use assets	82,624		83,310
Long-term investments (includes $3,184 and $3,170 at fair value)	9,302		10,549
Contract assets, net	51,313		46,735
Goodwill	32,226		32,226
Other intangible assets, net	71,492		71,655

Equity-method investments	2,605		2,205
Other assets	5,915		6,278
Total assets	$	435,214	$	444,409
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Current operating lease liabilities	$	21,025	$	20,593
Current portion of antitrust litigation settlement	5,000		—
Accounts payable	3,271		3,783
Income taxes payable, net	2,408		3,560
Commissions payable	21,514		21,663
Accrued salaries and benefits	5,852		13,731
Contract liabilities	16,615		15,966
Other current liabilities	26,679		19,376
Total current liabilities	102,364		98,672


Non-current operating lease liabilities	80,771		82,379
Contract liabilities	81,841		74,946
Antitrust litigation settlement	—		5,000
Other liabilities	2,168		134
Total liabilities	267,144		261,131
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, par value $0.01 per share, 10,000,000 shares authorized	—		—
Common stock, par value $0.01 per share, 250,000,000 shares authorized, 88,117,442 and 88,247,942 shares issued and outstanding	882		883
Additional paid-in capital	292,113		291,716
Accumulated deficit	(124,925)		(108,649)
Total Douglas Elliman Inc. stockholders' equity	168,070		183,950
Non-controlling interest	—		(672)
Total stockholders' equity	168,070		183,278
Total liabilities and stockholders' equity	$	435,214	$	444,409

The accompanying notes are an integral part of the condensed consolidated financial statements.

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited


	Three Months Ended
	March 31,
	2026		2025
Revenues:
Commissions and other brokerage income	$	211,881	$	241,143
Property management	—		9,492
Other ancillary services	2,452		2,768
Total revenues	214,333		253,403

Expenses:
Real estate agent commissions	167,391		186,525
Sales and marketing	17,737		19,739
Operations and support	16,240		17,728
General and administrative	23,192		27,325
Technology	5,238		5,535
Depreciation and amortization	1,999		1,900


Restructuring	47		—
Operating loss	(17,511)		(5,349)

Other income (expenses):
Interest expense	(3)		(1,530)
Interest income	890		1,361
Equity in earnings from equity-method investments	388		2
Change in fair value of the derivative embedded within convertible debt	—		(746)
Investment and other losses	(40)		(22)
Loss before provision for income taxes	(16,276)		(6,284)
Income tax expense	—		—

Net loss	(16,276)		(6,284)

Net loss attributed to non-controlling interest	—		299

Net loss attributed to Douglas Elliman Inc.	$	(16,276)	$	(5,985)

Per basic common share:

Net loss applicable to common shares attributed to Douglas Elliman Inc.	$	(0.19)	$	(0.07)

Per diluted common share:

Net loss applicable to common shares attributed to Douglas Elliman Inc.	$	(0.19)	$	(0.07)

The accompanying notes are an integral part of the condensed consolidated financial statements.

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in Thousands, Except Share Amounts)

Unaudited


	Douglas Elliman Inc. Stockholders' Equity
				Additional Paid-In				Non- controlling
	Common Stock					Accumulated
	Shares	Amount		Capital		Deficit		Interest		Total
Balance as of January 1, 2026	88,247,942	$	883	$	291,716	$	(108,649)	$	(672)	$	183,278
Net loss	—	—		—		(16,276)		—		(16,276)

Restricted stock grant canceled	(130,500)	(1)		1		—		—		—

Stock-based compensation	—	—		1,168		—		—		1,168
Acquisition of subsidiary	—	—		(772)		—		672		(100)
Balance as of March 31, 2026	88,117,442	$	882	$	292,113	$	(124,925)	$	—	$	168,070


	Douglas Elliman Inc. Stockholders' Equity
				Additional Paid-In				Non- controlling
	Common Stock					Accumulated
	Shares	Amount		Capital		Deficit		Interest		Total
Balance as of January 1, 2025	88,853,150	$	889	$	285,167	$	(123,868)	$	237	$	162,425
Net loss	—	—		—		(5,985)		(299)		(6,284)
Restricted stock grant canceled	(115,312)	(1)		1		—		—		—


Stock-based compensation	—	—		2,035		—		—		2,035
Balance as of March 31, 2025	88,737,838	$	888	$	287,203	$	(129,853)	$	(62)	$	158,176

The accompanying notes are an integral part of the condensed consolidated financial statements.

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

Unaudited


	Three Months Ended
	March 31,
	2026		2025
Cash flows from operating activities:
Net loss	$	(16,276)	$	(6,284)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,999		1,900
Non-cash stock-based compensation expense	1,168		2,035

Loss on sale of assets	—		137

Net losses on investment securities	40		43
Equity in earnings from equity-method investments	(388)		(2)

Non-cash interest expense	—		647
Non-cash lease expense	4,590		4,883
Change in fair value of the derivative embedded within convertible debt	—		746
Provision for credit losses	867		1,180
Changes in assets and liabilities:
Receivables	(4,437)		(7,694)
Income taxes payable, net	(1,152)		81
Contract assets, net	(4,870)		(2,430)
Operating lease liabilities	(5,080)		(5,592)
Accounts payable	11,642		10,869
Other assets and liabilities	(7,110)		(3,505)
Accrued salaries and benefits	(7,879)		(5,032)
Contract liabilities	7,544		2,401


Net cash used in operating activities	(19,342)		(5,617)
Cash flows from investing activities:



Proceeds from sale or liquidation of long-term investments	28		78
Proceeds from sale or liquidation of short-term investments	—		54,416

Purchase of short-term investments	—		(44,612)
Purchase of long-term investments	(60)		(67)

Capital expenditures	(259)		(1,034)
Purchase of subsidiaries	(100)		—
Net cash (used in) provided by investing activities	(391)		8,781









Net (decrease) increase in cash, cash equivalents and restricted cash	(19,733)		3,164
Cash, cash equivalents and restricted cash, beginning of period	122,709		142,221
Cash, cash equivalents and restricted cash, end of period	$	102,976	$	145,385

The accompanying notes are an integral part of the condensed consolidated financial statements.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(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 innovative and cutting-edge 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.

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.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

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 months ended March 31, 2026 and 2025. The Company did not pay a cash dividend during the three months ended March 31, 2026 and 2025.


	Three Months Ended
	March 31,
	2026		2025
Net loss attributed to Douglas Elliman Inc.	$	(16,276)	$	(5,985)
Income attributable to participating securities	—		—
Net loss available to common stockholders attributed to Douglas Elliman Inc.	$	(16,276)	$	(5,985)

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
	March 31,
	2026	2025
Weighted-average shares for basic and diluted EPS	85,633,730	84,369,811

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 months ended March 31, 2026. The following was outstanding during the three months ended March 31, 2025, but was not included in the computation of diluted EPS because the effect was anti-dilutive:


	Three Months Ended
	March 31,
	2026		2025
Weighted-average number of shares issuable upon conversion of debt	—		33,333,333
Weighted-average conversion price	$	—	$	1.50

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

(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:


	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	95,971	$	115,510
Restricted cash and cash equivalents in current assets	4,522		4,716
Restricted cash and cash equivalents included in other assets	2,483		2,483
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	102,976	$	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 March 31, 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 March 31, 2026.

(g) Investment and Other Losses:

Investment and other losses consist of the following:


	Three Months Ended
	March 31,
	2026		2025

Net unrealized losses on long-term investments at fair value	(36)		(121)
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	—		21

Investment and other losses	$	(40)	$	(22)

(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.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

(i) Subsequent Events:

The Company has evaluated subsequent events through May 11, 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.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

2. REVENUE RECOGNITION

Disaggregation of Revenue

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

SEC Form 10-Q filed by Douglas Elliman Inc.