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): March 5, 2024

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

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On March 5, 2024, the Board of Directors of eXp World Holdings, Inc. (the “Company”) authorized, and, on March 6, 2024, the Company entered into, a Seventh Amendment (the “Seventh Amendment”) to that certain Issuer Repurchase Plan by and between the Company and Stephens Inc., which modifies the monthly repurchase amounts through December 31, 2024. A copy of the Seventh Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(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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Seventh Amendment to Issuer Repurchase Plan

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

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This Seventh Amendment to Issuer Repurchase Plan dated March 6, 2024 (the “Seventh 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”), the Fifth Amendment to Issuer Repurchase Plan, dated June 26, 2023 (the “Fifth Amendment”), and the Sixth Amendment to Issuer Repurchase Plan, dated November 17, 2023 (the “Sixth Amendment”). The 2022 Purchase Plan as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, and this Seventh Amendment is hereinafter referred to as the “Purchase Plan.”

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Purchaser and Stephens hereby agree as follows:

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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 March 1, 2024 and through and including April 30, 2024 shall not exceed $20,000,000, including any commissions or fees; (ii) the total dollar amount of all aggregate purchases under the Purchase Plan during any calendar month commencing May 1, 2024 and through and including December 31, 2024 shall not exceed $15,000,000, 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 Seventh 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 Seventh Amendment or prohibit any purchase pursuant to the Purchase Plan, as amended hereby.

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4. Except as expressly provided in this Seventh 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 Seventh Amendment as of the date first written above.

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eXp World Holdings, Inc.Stephens Inc.

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By:_/s/ Kent Cheng​ ​​ ​​ ​​ ​By: /s/ Leon Lants​ ​​ ​​ ​​ ​

Printed Name: Kent Cheng​ ​​ ​​ ​ Printed Name:​ ​Leon Lants​ ​​ ​​ ​

Title: Chief Accounting Officer​ ​​ ​Title: Director of Trading Operations​ ​​ ​