AGNT, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except share amounts and per share data)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

AGNT, Inc.

Notes to the Condensed Consolidated Financial Statements

(UNAUDITED)

(Amounts in thousands, except share amounts and per share data or as noted otherwise)

AGNT, Inc. (“AGNT”, the “Company”, “we”, “us” or “our”) (formerly known as eXp World Holdings, Inc.) was incorporated in the State of Delaware on July 30, 2008 and converted to a Texas corporation on June 11, 2026. AGNT is a multi-model real estate platform operating through its subsidiaries eXp Realty®, the Company’s cloud-based brokerage, and NextHome, Inc. (“NextHome”), a national real estate franchise. Together, these businesses support independent real estate agents, franchise owners, brokers, and entrepreneurs across North America and international markets. The Company also operates FrameVR.io, a virtual collaboration platform, and SUCCESS® Enterprises, a personal development and media brand. The Company reports results through three reportable segments: North American Realty, International Realty, and Other Affiliated Services.

The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), expressed in U.S. dollars, and the Company’s fiscal year ends on December 31. The preparation of these consolidated financial statements and accompanying notes in conformity with U.S. GAAP requires the use of management estimates.

These interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s 2025 Annual Report.

In management’s opinion, these interim financial statements reflect all normal recurring adjustments necessary for a fair presentation and are not necessarily indicative of results expected for the full year ending December 31, 2026.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and entities in which the Company has a variable interest of which the Company is the primary beneficiary. If the Company has a variable interest in an entity but it is not the primary beneficiary of the entity or does not exercise control over the operations and has less than 50% ownership, it will use the equity or cost method of accounting for investments.

Joint ventures

A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the equity method and are recognized initially at cost. Joint ventures are typically included in the Other Affiliated Services segment unless the joint venture specifically supports one of the other reportable segments.

Investments in Equity Securities

We hold investments in certain equity securities that do not have readily determinable fair values and for which we do not exercise significant influence. These investments qualify for and are accounted for using the measurement alternative underFinancial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 321, Investments (“ASC 321”).

Use of Estimates

Preparing financial statements under U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Key areas requiring estimates include credit losses, legal contingencies, revenue recognition, stock-based compensation, and deferred tax assets.

Management bases these estimates on current facts, historical experience, and other reasonable factors. Actual results may differ materially and adversely from these estimates, which could affect future results of operations.

Reclassifications

When necessary, the Company will reclassify certain amounts in prior period financial statements to conform to the current period’s presentation. The prior periods presented do not include any reclassifications. The Company maintains a consistent presentation across all periods presented.

Restricted cash

Restricted cash consists of cash held in escrow by the Company on behalf of real estate buyers and amounts held in Canadian commission trust accounts. Buyer escrow amounts are recorded as customer deposit liabilities until released, at which time the liability is reduced. Amounts held in legally designated trust accounts at financial institutions in Canada are restricted solely to the payment of real estate commissions, in accordance with applicable Canadian real estate regulations. The corresponding obligation is reflected in commissions payable to agents, included in accrued expenses on the Company’s condensed consolidated balance sheets.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown on the condensed consolidated statements of cash flows.

The Company evaluates expected credit losses using an aging schedule and records an allowance when amounts are determined to be uncollectible.

As of June 30, 2026 and December 31, 2025, the Company recognized expected credit losses of $126 and $82, respectively.

Property and equipment, net consisted of the following:

For the three months ended June 30, 2026 and 2025, depreciation expense was $1,643 and $1,587, respectively. For the six months ended June 30, 2026 and 2025, depreciation expense was $3,322 and $3,532, respectively.

Goodwill was $26,917 as of June 30, 2026 and $17,872 as of December 31, 2025. As of June 30, 2026, the Company recorded cumulative translation adjustment of $(515) related to goodwill held in Canadian operations.

Definite-lived intangible assets, net consisted of the following:

Definite-lived intangible assets are amortized using the straight-line method over an asset’s estimated useful life. Amortization expense for definite-lived intangible assets for the three months ended June 30, 2026 and 2025 was $602 and $685, respectively. Amortization expense for definite-lived intangible assets for the six months ended June 30, 2026 and 2025 was $1,245 and $1,301, respectively.

**6.**STOCKHOLDERS’ EQUITY

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

Dividends

During the three and six months ended June 30, 2026, cash dividends paid totaled$8,167 and$16,137, respectively. The Company’s board of directors (the “Board”) currently intends to continue paying quarterly dividends. However, payment of cash dividends is at the discretion of the Board in accordance with applicable law after considering various factors, including the Company’s financial condition, operating results, current and anticipated cash needs and plans for growth. Under Texas law, we can only pay dividends either out of surplus or out of the current or the immediately preceding year’s earnings. Therefore, no assurance is given that the Company will pay any future dividends to its common stockholders, or as to the amount of any such dividends.

Stock Compensation Programs

Related to the Agent Equity Program, during the three months ended June 30, 2026 and 2025, the Company issued shares of the Company’s common stock to agents and brokers with a value of $24,157 and $26,803, respectively, inclusive of discount. During the six months ended June 30, 2026 and 2025, the Company issued shares of the Company’s common stock to agents and brokers with a value of $42,711 and $47,559, respectively, inclusive of discount.

Related to the Agent Growth Incentive Program (“AGIP”), during the three months ended June 30, 2026 and 2025, the Company’s stock-based compensation expense was $11,146 and $9,615, respectively, of which the total amount of stock-based compensation attributable to liability classified awards was $1,385 and $526, respectively. During the six months ended June 30, 2026 and 2025, the Company’s stock-based compensation expense was $20,219 and $17,734, respectively, of which the total amount of stock-based compensation attributable to liability classified awards was $2,353 and $1,149, respectively.

As of June 30, 2026, the total unrecognized compensation costs associated with AGIP, where the performance metric has been achieved and the number of shares awarded are fixed, was $59,045, which is expected to be recognized over a weighted-average period of approximately 1.98 years.

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

Other Restricted Stock Units (“RSUs”)

RSUs may be granted to directors, officers, certain employees and consultants. Each RSU represents the right to receiveone share of the Company’s common stock upon vesting, subject to time-based and/or performance-based restrictions. RSUs typically vest over athree-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.

During the three months ended June 30, 2026 and 2025, the Company's stock-based compensation expense attributable to RSUs was $627 and $248, respectively.

During the six months ended June 30, 2026 and 2025, the Company's stock-based compensation expense attributable to RSUs was $1,022 and $445, respectively.

As of June 30, 2026, the total unrecognized compensation costs associated with these RSUs was $4,360, which is expected to be recognized over a weighted-average period of approximately 1.68 years.

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 athree-year period.

During the three months ended June 30, 2026 and 2025, the Company granted 70,644 and 83,573 stock options, respectively, to employees with an estimated grant date fair value of $2.63 and $4.67 per share, respectively. During the six months ended June 30, 2026 and 2025, the Company granted 183,154 and 156,418 stock options, respectively, to employees with an estimated grant date fair value of $3.34 and $5.28 per share, respectively. The fair values were calculated using a Black Scholes-Merton option pricing model.

Stock Repurchase Program

The Company’s stock 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 program, 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 program 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.

During the three and six months ended June 30, 2026, there wereno repurchases of common stock, andno shares were issued from treasury. As of June 30, 2026, and December 31, 2025, the Company held 46,735,783 shares in treasury with a total cost of $743 million. As of June 30, 2026, approximately $233 million remained available for repurchases under the Company’s stock repurchase program.

**7.**SEGMENT INFORMATION

The following table provides information about the Company’s reportable segments (in thousands):

**8.**EARNINGS PER SHARE

Basic earnings (loss) per share is computed based on net income (loss) attributable to AGNT stockholders divided by the basic weighted-average shares outstanding during the period. Dilutive earnings (loss) per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. The Company uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options.

The following table sets forth the calculation of basic and diluted earnings (loss) per share attributable to common stockholders during the periods presented:

For the three months ended June 30, 2026 and 2025, total outstanding shares of common stock excluded 3,657,416 and 2,965,463 shares, respectively, from the computation of diluted earnings per share because their effect would have been anti-dilutive. For the six months ended June 30, 2026 and 2025, total outstanding shares of common stock excluded 3,189,234 and 3,099,063 shares, respectively, from the computation of diluted earnings per share because their effect would have been anti-dilutive.

**9.**INCOME TAXES

The Company’s quarterly tax provision is computed by applying the estimated annual effective tax rate to the year-to-date pre-tax income or loss plus discrete tax items arising in the period. The Company’s provision for income tax expense amounted to $1,447 and $2,139 for the six months ended June 30, 2026 and 2025, respectively, which represent effective tax rates of (22.8%) and (19.1%), respectively. The effective tax rate differs from the Company’s statutory rates in both periods primarily due to foreign and domestic mix of earnings and stock-based compensation.

The Company is subject to a wide variety of tax laws and regulations in the jurisdictions where it operates. U.S. and international tax reform legislation could affect the Company's effective tax rate. The Company continues to monitor the Organization for Economic Co-operation and Development’s (OECD) Base Erosion and Profit Shifting (BEPS) framework—including the legislative adoption of Pillar Two and other tax reform legislation by jurisdiction—to evaluate the potential impact on future periods. The Company does not expect the adoption of Pillar Two rules to have a significant impact on its consolidated financial statements in fiscal year 2026.

**10.**FAIR VALUE MEASUREMENT

The Company holds funds in a money market account, which are considered Level 1 assets. The Company values its money market funds at fair value on a recurring basis.

As of June 30, 2026 and December 31, 2025, the fair value of the Company’s money market funds was $12,619 and $12,397, respectively.

The Company holds investments in equity securities without readily determinable fair values. These investments are accounted for under the measurement alternative method in accordance withASC 321. As of June 30, 2026, the carrying value of these investments was $12,235. There were no transfers between levels of the fair value hierarchy, and the Company held no Level 2 financial instruments during the periods presented.

**11.**COMMITMENTS AND CONTINGENCIES

From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against us that could have a material adverse effect on the Company’s business, reputation, results of operations, cash flows and/or financial condition. Such litigation includes, but is not limited to, actions or claims relating to cyber-attacks, data breaches, the Real Estate Settlement Procedures Act (“RESPA”), the Telephone Consumer Protection Act of 1991 (“TCPA”) and state consumer protection laws, antitrust and anticompetition, worker classification, stockholder derivative actions, non-compliance with contractual or other legal obligations, and franchise laws and regulations, including the Federal Trade Commission’s Franchise Rule (16 C.F.R. Part 436), state franchise disclosure and registration requirements, and franchise relationship laws governing termination, renewal, and transfer rights.

Antitrust Litigation

The Company and its affiliated brokerage entities are among several defendants in certain sell-side and buy-side class action lawsuits, as detailed below. While the Company does not expect such litigation to have a material adverse effect on our business, results of operations, cash flows or financial condition, due to the complexities inherent in such litigation, including the uncertainty of legal processes and potential developments in the cases, the ultimate liability may differ from current expectations.

Sell-Side Class Action Lawsuits

The Company is currently named ineight U.S. andone Canadian putative sell-side class action lawsuits alleging that the Company participated in a system that resulted in sellers of residential property paying inflated buyer broker commissions in violation of U.S. federal and state antitrust laws and federal Canadian antitrust laws, as applicable.

On December 9, 2024, the Company and certain of its subsidiaries entered into a Settlement Agreement (the “Settlement”) with plaintiffs in the U.S. antitrust lawsuit 1925 Hooper LLC, et al. v. The National Association of Realtors et al., Case No. 1:23-cv-05392- SEG (United States District Court for the Northern District of Georgia, Atlanta Division), which was filed on November 22, 2023 against the Company and other U.S. brokerage defendants (the “Hooper Action”). The Settlement resolves all claims set forth in the Hooper Action and similar claims on a nationwide basis against the Company (collectively, the “Sell-Side Claims”) and releases the Company, its subsidiaries and affiliates, and their independent contractor real estate agents in the U.S. from the Sell-Side Claims. By the terms of the Settlement, the Company agreed to make certain changes to its business practices and to pay a total settlement amount of $34.0 million (not in thousands) intwo equal installments of $17.0 million (not in thousands) into a qualified settlement escrow fund. The Company funded the first installment during the fiscal quarter ended June 30, 2025. On March 31, 2026, the United States District Court for the Northern District of Georgia granted final approval of the Settlement. However, during the quarter ended March 31, 2026, certain objectors filed a notice of appeal of the final approval to the Eleventh Circuit Court of Appeals. The effectiveness of the Settlement is predicated on the outcome of the appeal. Despite the appeal, the remaining $17.0 million (not in thousands) installment was paid on June 27, 2026, from available cash.

The Settlement and any actions taken to carry out the Settlement are not an admission or concession of liability, or of the validity of any claim, defense, or point of fact or law on the part of any party. The Company continues to deny the material allegations of the complaints in the antitrust litigation. The Company entered into the Settlement after considering the risks and costs of continuing the litigation.

The Company continues to vigorously defend against the claims in the Canadian putative class action antitrust lawsuit Kevin McFall v. Canadian Real Estate Association, et al., Case No. T-119-24-ID 1 (Federal Court of Canada), filed on January 18, 2024. Management is currently unable to reasonably estimate the possible loss or range of possible loss for the Canadian antitrust litigation because, among other reasons, (i) the proceeding is in preliminary stages, (ii) specific damage amounts have not been sought, (iii) damages sought are, in our opinion, unsupported and/or exaggerated, (iv) there are significant factual issues to be resolved; and/or (v) there are novel legal issues or unsettled legal theories presented.

Buy-Side Class Action Lawsuit

The Company is currently named inone putative nationwide class action lawsuit on behalf of home buyers (those who were not also sellers) captioned Batton et al. v. The National Association of Realtors, et al. (U.S. District Court for the Northern District of Illinois Eastern Division), which was filed on November 2, 2023 against the Company and other U.S. brokerage defendants (the “Batton Action”). Plaintiffs in the Batton Action allege that the Company participated in a system that resulted in buyers of residential property paying inflated home prices as a result of sellers paying inflated buyer broker commissions in violation of federal and Illinois antitrust laws. The Company’s motion to dismiss the Batton Action has been denied. As described in the next paragraph, developments in a separate, but related, buy-side action, Tuccori v. At World Properties, et al., United States District Court for the Northern District of Illinois (“Tuccori”), have implications for resolution of the claims asserted against the Company in the Batton Action.

Tuccori, to which the Company was not named as a defendant, is a case that consolidated several purported class action lawsuits filed by home buyers. In October 2025, the court preliminarily approved a settlement structure, which included an opt-in procedure under which other companies subject to home buyer claims could participate in the Tuccori settlement, subject to preliminary and final court approval. On April 14, 2026, the Company opted into the Tuccori settlement via an Opt-In Settlement Agreement (the “Tuccori Settlement”). By the terms of the Tuccori Settlement, the Company agreed to make certain changes to its business practices and to pay a total settlement amount of $4.335 million (not in thousands) payable as $1.0 million (not in thousands) within 30 days after entry of an order granting preliminary approval of the Tuccori Settlement, with the remaining balance due within 30 days after the “Effective Date” of the Tuccori Settlement, which requires, among other things, entry of a final judgment and order approving the Tuccori Settlement and expiration or exhaustion of any appeal rights. On May 26, 2026, the United States District Court for the Northern District of Illinois granted preliminary approval of the Tuccori Settlement and the Company subsequently paid the first installment of the Tuccori Settlement during the fiscal quarter ended June 30, 2026. The Tuccori Settlement remains subject to final court approval and appeals process, if any. The Company anticipates that the Tuccori Settlement will apply to any claims based on any or all of the same factual predicates as those in the Batton Action.

Derivative Litigation

Certain current and former directors and officers of the Company were named as defendants, and the Company was named as a nominal defendant, in a derivative lawsuit in the Court of Chancery of the State of Delaware, first filed on September 25, 2024, entitled Los Angeles City Employees’ Retirement System, on behalf of eXp World Holdings, Inc. v. Glenn Sanford, et al. (C.A. No. 2024-0998-KSJM). The lawsuit alleges that certain current and former directors and officers breached fiduciary duties related to the Company’s response to reports of alleged sexual misconduct involving independent contractor real estate agents affiliated with the Company’s subsidiaries and that certain defendants had improper compensation arrangements allowing them to profit from the Company’s revenue share program in connection therewith. The complaint seeks a court declaration of fiduciary duty breaches, disgorgement of profits, damages with interest, injunctive relief for improved oversight of sexual misconduct allegations, and reimbursement of plaintiffs’ costs, including expert and attorney fees. During the quarter ended March 31, 2026, the Court of Chancery denied the defendants' motion to dismiss and the case is now proceeding through discovery. Although the Company does not anticipate that the outcome of such litigation will have a material adverse effect on its business, results of operations, cash flows, or financial condition, the inherent complexities and uncertainties of legal proceedings may result in a liability that differs from current expectations. Management is currently unable to reasonably estimate the possible loss or range of possible loss for this matter because, among other reasons, (i) the proceeding is progressing through preliminary stages, (ii) specific damage amounts have not been sought, (iii) there are significant factual issues to be resolved; and/or (iv) there are novel legal issues or unsettled legal theories presented.** **

**12.**SUBSEQUENT EVENTS

Quarterly Cash Dividend

On July 28, 2026, the Company’s Board declared a dividend of $0.05 per share which is expected to be payable on August 28, 2026, to stockholders of record as of the close of business on August 14, 2026. The ex-dividend date is expected to be on or around August 13, 2026. The dividend will be paid in cash.