Transaction Details

Footnotes

On October 24, 2025, in connection with the sale by an indirect subsidiary of Douglas Elliman Inc. (the "Issuer") of the equity interests it held in another indirect subsidiary of the Issuer to a third party, the Issuer repurchased the previously reported Senior Secured Convertible Promissory Notes (collectively, the "Convertible Notes") held by KLCP Fund III (EU) Master AIV LP ("KLCP Fund III") and KLIM Delta HQC3 LP ("KLIM Delta", and together with KLCP Fund III, the "Funds") for an aggregate purchase price of $95,000,000. In connection with the repurchase of the Convertible Notes, on October 24, 2025, David Chene, a Manager of Kennedy Lewis Investment Holdings II LLC ("Holdings II"), resigned from the Issuer's Board of Directors. | These securities were held by KLCP Fund III. | These securities were held by KLIM Delta. | Kennedy Lewis GP III LLC ("Kennedy Lewis GP III") is the general partner of each of the Funds. Holdings II is the managing member of Kennedy Lewis GP III. Holdings II is controlled by its board of managers. David Chene and Darren Richman, each a Manager of Holdings II, are the effective control persons of Holdings II. Each of Kennedy Lewis GP III, Holdings II, David Chene and Darren Richman may have been deemed to exercise voting and investment power over and thus may have been deemed to have beneficially owned the securities reported herein that were held by the Funds due to their relationship with the Funds. | For purposes of Section 16 of the Securities Exchange Act of 1934, each of Kennedy Lewis GP III, Holdings II, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer reported herein that were held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of Kennedy Lewis GP III, Holdings II, David Chene or Darren Richman was the beneficial owner of such securities for purposes of Section 16 or any other purpose. | This Convertible Note between KLCP Fund III and the Issuer was due July 2, 2029, had a principal amount of $45,790,109.01 and bore interest at a rate of 7.0% per annum payable in cash, or, if no Event of Default (as defined in such Convertible Note) had occurred or was continuing, at the Issuer's election, 8.0% per annum paid in kind, due semi-annually. The maturity date of this Convertible Note was July 2, 2029. | This Convertible Note between KLIM Delta and the Issuer was due July 2, 2029, had a principal amount of $4,209,890.99 and bore interest at a rate of 7.0% per annum payable in cash, or, if no Event of Default (as defined in such Convertible Note) had occurred or was continuing, at the Issuer's election, 8.0% per annum paid in kind, due semi-annually. The maturity date of this Convertible Note was July 2, 2029. | The Funds had the right to elect at any time to convert their respective Convertible Notes into shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer at an initial conversion price equal to $1.50 per share of Common Stock, subject to adjustment as set forth in the Convertible Notes, so long as the aggregate number of shares of Common Stock beneficially owned by such Fund, together with its affiliates and any member of a Section 13(d) group with such Fund or any of its affiliates, would not exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion (the "Beneficial Ownership Limitation"). | (Continued from footnote 8) The Funds had the right to increase or decrease the Beneficial Ownership Limitation upon no less than 61 days' prior written notice to the Issuer, provided that the Beneficial Ownership Limitation could in no event exceed 24.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion. The conversion price was subject to certain customary anti-dilution adjustments.