STOCKHOLDERS' EQUITY |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| STOCKHOLDERS' EQUITY | 5.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 nine months ended September 30, 2026, cash dividends paid totaled $8,368 and $24,505, 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, the Company can generally pay dividends to shareholders if the dividends would not render the Company insolvent and the Company’s surplus is more than the amount of stated capital (as determined in accordance with Texas law). Stock Compensation Programs Related to the Agent Equity Program, during the three months ended September 30, 2026 and 2025, the Company issued shares of the Company’s common stock to agents and brokers with a value of $22,406 and $27,150, respectively, inclusive of discount. During the nine months ended September 30, 2026 and 2025, the Company issued shares of the Company’s common stock to agents and brokers with a value of $65,118 and $74,709, respectively, inclusive of discount. Related to the Agent Growth Incentive Program (“AGIP”), during the three months ended September 30, 2026 and 2025, the Company’s stock-based compensation expense was $9,714 and $9,655, respectively, of which the total amount of stock-based compensation attributable to liability classified awards was $1.1 and $583, respectively. During the nine months ended September 30, 2026 and 2025, the Company’s stock-based compensation expense was $29,933 and $27,389, respectively, of which the total amount of stock-based compensation attributable to liability classified awards was $2,354 and $1,732, respectively. As of September 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 $61,580, which is expected to be recognized over a weighted-average period of approximately 2.00 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 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. During the three months ended September 30, 2026 and 2025, the Company's stock-based compensation expense attributable to RSUs was $740 and $364, respectively. During the nine months ended September 30, 2026 and 2025, the Company's stock-based compensation expense attributable to RSUs was $1,762 and $809, respectively. As of September 30, 2026, the total unrecognized compensation costs associated with these RSUs was $3,947, which is expected to be recognized over a weighted-average period of approximately 1.60 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 a three-year period. During the three months ended September 30, 2025, the Company granted 366,424 stock options to employees with an estimated grant date fair value of $5.52 per share. No stock options were granted during the three months ended September 30, 2026. During the nine months ended September 30, 2026 and 2025, the Company granted 183,154 and 522,842 stock options, respectively, to employees with an estimated grant date fair value of $3.34 and $5.50 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 (the “Exchange Act”). For accounting purposes, common stock repurchased under the stock repurchase program is recorded based upon the trade date of the applicable trade or transaction. Such repurchased shares are held in treasury and are presented using the cost method. These shares are considered issued but not outstanding. On September 14, 2026, the Company completed the repurchase of 8,693,290 shares of its common stock from the trustee of the Gratitude 2022 Trust (the “Trust”), the sole beneficiaries of which are adult family members of Glenn Sanford, the Company’s Chairman and former Chief Executive Officer, at a purchase price of $3.68 per share, for an aggregate purchase price of approximately $32.0 million. As previously disclosed, the Audit Committee of the Board, consisting entirely of independent and disinterested directors, reviewed and unanimously approved the transaction under the Company’s related person transaction policy, determining that the opportunity to acquire this block at a 10% discount to the 5-day volume-weighted average price would meaningfully accelerate the Company’s capital return program beyond what could be achieved through ordinary open-market purchases, and that the terms were fair to, and in the best interests of, the Company and its shareholders. Other than this transaction, there were no repurchases of common stock during the three and nine months ended September 30, 2026, and no shares were issued from treasury. As of September 30, 2026 and December 31, 2025, the Company held 55,429,073 and 46,735,783 shares in treasury with a total cost of $775 million and $743 million, respectively. As of September 30, 2026, approximately $201 million remained available for repurchases under the Company’s stock repurchase program. |
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