Sec Form 4 Filing - Liebowitz Michael @ Douglas Elliman Inc. - 2024-11-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Liebowitz Michael 2. Issuer Name and Ticker or Trading Symbol Douglas Elliman Inc. [ DOUG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O DOUGLAS ELLIMAN INC., 4400 BISCAYNE BLVD; 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/24/2024 (Street) MIAMI, FL33137 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/24/2024 A 1,500,000 A $ 0 ( 1 ) 1,597,310 D Common Stock 1,478,382.149 I By MSL18 LLC ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Share Units ( 3 ) ( 4 ) ( 5 ) 11/24/2024 A 2,325,000 ( 3 )( 4 )( 5 ) 01/01/2028 Common stock 2,325,000 $ 0 2,325,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liebowitz Michael C/O DOUGLAS ELLIMAN INC. 4400 BISCAYNE BLVD; 10TH FLOOR MIAMI, FL33137 X See Remarks Signatures /s/ J Bryant Kirkland III, Attorney in fact for Michael S. Liebowitz 11/26/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 24, 2024, the Issuer granted the Reporting Person a restricted stock award of 1,500,000 shares of Issuer Common Stock pursuant to Issuer's 2021 Management Incentive Plan. The award will vest in three equal annual installments commencing on November 24, 2025, subject to the Reporting Person's continued employment through each such vesting date or earlier vesting upon a change-of-control. ( 2 )MSL18 Holdings LLC is a single member LLC owned by Reporting Person. ( 3 )On November 24, 2024, the Issuer granted the Reporting Person a Performance Share Unit Grant that provides for a three-year performance period commencing as of January 1, 2025 (the "Performance Period"), with the number of shares of Common Stock to be issued as soon as practicable following the end of the Performance Period determined as follows (the "Performance Thresholds"): (A) if the 30-day volume weighted average share price of the Common Stock at the end of the Performance Period (the "Performance Stock Price") is less than $3.00, no Common Stock will be issued in settlement of the PSUs, and the PSUs shall be forfeited in their entirety; (B) if the Performance Stock Price is equal to $3.00, 775,000 shares of Common Stock will be issued as full settlement of the PSUs; (C) if the Performance Stock Price is equal to $4.00, ( 4 )(Continued from footnote 3) 1,550,000 shares of Common Stock will be issued as full settlement of the PSUs; and (D) if the Performance Stock Price is equal to or greater than $5.00, 2,325,000 shares of Common Stock will be issued as full settlement of the PSUs; provided that, in each case, the shares of Common Stock to be issued in settlement of the PSUs described above will be determined where the Performance Stock Price is more than $3.00 and less than $5.00 (and is not $4.00) by a linear extrapolation between the per share Common Stock value between $3.00 and $4.00, or between $4.00 and $5.00, as the case may be. Subject to the terms of the Performance Share Unit Grant, it shall cease vesting if Reporting Person resigns or is terminated for Cause (as defined in the Reporting Person's Employment Agreement). In addition, upon the consummation of a Change of Control (as defined in the Reporting Person's Employment Agreement), ( 5 )(Continued from footnote 3) the Performance Period shall accelerate and deemed complete upon the date of the Change of Control. Further, the Reporting Person shall be entitled, under the Performance Share Unit Grant, to a pro rata portion of the applicable Performance Threshold based on the Performance Stock Price at the time of the Reporting Person's termination without Cause, such that (x) to the extent the Reporting Person is terminated prior to January 1, 2026, the Reporting Person shall not be entitled to any accelerated vesting under the Performance Share Unit Grant, (y) to the extent Reporting Person is terminated after January 1, 2026 but prior to December 31, 2026, the Reporting Person shall be entitled to one-third of the applicable Performance Threshold and (z) to the extent the Reporting Person is terminated after January 1, 2027 but prior to December 31, 2027, the Reporting Person shall be entitled to two-thirds of the applicable Performance Threshold.

Remarks: President and Chief Executive OfficerExhibit 24 - Limited Power of Attorney filed with Form 3 dated December 16, 2021, which was filed on December 21, 2021.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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