EXPI eXp World Holdings Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2023

EXP WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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Item 8.01Other Events

On November 17, 2023, the Board of Directors authorized, and eXp World Holdings, Inc. (the “Company”) entered into, a Sixth Amendment to that certain Issuer Repurchase Plan by and between the Company and Stephens Inc. in the form attached hereto as Exhibit 10.1, which modifies the monthly repurchase amounts through June 30, 2024.  

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The information in this Item 8.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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Item 9.01.Financial Statements and Exhibits

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(d)       Exhibits.

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SIGNATURES

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 thereunto duly authorized.

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Exhibit 10.1

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Sixth Amendment to Issuer Repurchase Plan

(under Rules 10b-18 and 10b5-1 of the Securities Exchange Act of 1934)

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This Sixth Amendment to Issuer Repurchase Plan dated November 17, 2023 (the “Sixth Amendment”), entered into by and between eXp World Holdings, Inc. (“Purchaser” or “Issuer”) and Stephens Inc. (“Stephens”), amends that certain Issuer Repurchase Plan dated January 10, 2022 (the “2022 Purchase Plan”), which was previously amended by the First Amendment to Issuer Repurchase Plan, dated May 6, 2022 (the “First Amendment”), the Second Amendment to Issuer Repurchase Plan, dated September 27, 2022 (the “Second Amendment”), the Third Amendment to Issuer Repurchase Plan, dated December 27, 2022 (the “Third Amendment”), the Fourth Amendment to Issuer Repurchase Plan, dated May 8, 2023 (the “Fourth Amendment”), and the Fifth Amendment to Issuer Repurchase Plan, dated June 26, 2023 (the “Fifth Amendment”). The 2022 Purchase Plan as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and this Sixth Amendment is hereinafter referred to as the “Purchase Plan.”

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Purchaser and Stephens hereby agree as follows:

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1.All capitalized terms used in this Sixth Amendment and not defined herein shall have the meanings set forth in the Purchase Plan unless the context clearly requires otherwise.

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2. Section C.3.(c) of the Purchase Plan is hereby deleted in its entirety and replaced with the following:

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(c)         The “Daily Purchase Amount” for any Purchase Day shall be the maximum number of shares allowed under Rule 10b-18(b)(4) (using 25% of average daily trading volume reported for the Stock during the four calendar weeks preceding the week in which the purchase is to be effected); provided, however, that (i) the total dollar amount of all aggregate purchases under the Purchase Plan during the calendar month commencing November 1, 2023 and through and including November 30, 2023 shall not exceed $8,000,000, including any commissions or fees; (ii) the total dollar amount of all aggregate purchases under the Purchase Plan during any calendar month commencing December 1, 2023 and through and including June 30, 2024 shall not exceed $6,000,000, including any commissions or fees.

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3. Purchaser hereby represents, warrants and covenants that (i) Purchaser is not aware of any material nonpublic information concerning the Purchaser or its securities, (ii) Purchaser is entering into this Sixth Amendment in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (iii) there are no legal, contractual or regulatory restrictions applicable to Purchaser or its affiliates that would prohibit Purchaser from entering into this Sixth Amendment or prohibit any purchase pursuant to the Purchase Plan, as amended hereby.

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4. Except as expressly provided in this Sixth Amendment, the provisions of the Purchase Plan, as previously amended, shall remain unchanged and in full force and effect.

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IN WITNESS WHEREOF, the undersigned have signed this Sixth Amendment as of the date first written above.

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