Entry into a Material Definitive Agreement · Material Modification to Rights of Security Holders · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 1.01 Entry into a Material Definitive Agreement. Indemnification Agreements AGNT, Inc. (formerly eXp World Holdings, Inc., the “Company”) entered into indemnification agreements with each of its directors and executive officers (collectively, the “Indemnitees” and, the “Indemnification Agreements”), effective as of June 11, 2026, which replaced and superseded any previous indemnification agre…
Filed Jun 11, 2026Accepted Jun 11, 2026, 11:58 AM EDTCIK 1495932Accession 0001104659-26-072747
Built by Agents. Built for Agents. AGNT, Inc. (Nasdaq: AGNT) is the global parent company of eXp Realty®, the most agent-centric™ real estate brokerage on the planet, NextHome, Inc., an award-winning national real estate franchise, FrameVR.io, a virtual collaboration platform, and SUCCESS® Enterprises, a leading personal development and media brand for entrepreneurs. Together, the AGNT platform provides a world-class multi-model operating system empowering independent agents, franchise owners, and team leaders across the Americas, Europe, the Middle East, Asia Pacific, and South Africa. As a publicly traded company, AGNT prioritizes transparency, innovation, and long-term value for agents, franchise owners, staff, and shareholders.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Indemnification Agreements
AGNT, Inc. (formerly eXp World Holdings, Inc., the “Company”) entered into indemnification agreements with each of its directors and executive officers (collectively, the “Indemnitees” and, the “Indemnification Agreements”), effective as of June 11, 2026, which replaced and superseded any previous indemnification agreements between the Company and each such individual. The Indemnification Agreements provide for certain indemnification and advancement of expenses by the Company in connection with actions or proceedings arising out of the Indemnitees’ service as directors or officers of the Company or service to other entities at the Company’s request, on the terms and subject to the conditions set forth therein.
The foregoing description of the Indemnification Agreements is not complete and is subject to and qualified in its entirety by reference to the complete text of the Indemnification Agreements, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03
Material Modification to Rights of Shareholders.
On June 10, 2026, the Company filed a certificate of amendment (the “Name Change Charter Amendment”) to the Delaware Restated Certificate of Incorporation (the “Delaware Charter”) with the Secretary of State of the State of Delaware, to change the name of the Company from eXp World Holdings, Inc. to AGNT, Inc. (the “Name Change”). The Company’s board of directors (the “Board”) approved the Name Change Charter Amendment, and pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change did not require approval of the Company’s stockholders and does not affect the rights of the Company’s stockholders.
As previously reported on Form 8-K filed with the SEC on May 11, 2026, at the Company’s 2026 Annual Meeting of Stockholders held on May 8, 2026, (i) stockholders holding a majority of the outstanding shares of common stock entitled to vote thereon and (ii) stockholders holding a majority of the votes cast by disinterested stockholders, excluding any member of the Board, any officer of the Company, and “affiliates” and “associates” of those persons, approved and adopted the redomestication of the Company from the State of Delaware to the State of Texas (the “Redomestication”) by means of a plan of conversion (the “Plan of Conversion”), as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 9, 2026 (the “Proxy Statement”). Pursuant to the Plan of Conversion, the Company effected the Redomestication on June 11, 2026 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with Secretary of State of the State of Texas and (iii) a certificate of formation with the Secretary of State of the State of Texas (the “Texas Charter”). The Company also adopted new bylaws (the “Texas Bylaws”) to reflect the Redomestication.
Through the adoption of the Plan of Conversion, at the effective time of the Redomestication:
The Company continues its existence as a Texas corporation (the “Texas Corporation”) and continues to operate its business under the current name, ‘‘AGNT, Inc.’’
The internal affairs of and the rights of stockholders of the Company ceased to be governed by Delaware law and are instead governed by Texas law.
The Company ceased to be governed by the Delaware Charter and the Delaware Restated Bylaws and is instead governed by the provisions of the Texas Charter and the Texas Bylaws.
The Redomestication did not result in any change in the Company’s headquarters, business, jobs, management, number of employees, obligations, assets, liabilities or net worth (other than as a result of the transaction costs related to the Redomestication).
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Each outstanding share of common stock, par value $0.00001 of the Company automatically converted into one outstanding share of common stock, par value $0.00001 of the Texas Corporation.
Stockholders of the Company are not required to exchange their existing stock certificates for new stock certificates.
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Each outstanding restricted stock unit, option, or right to acquire shares of the Company, as applicable, continues in existence in the form of and automatically became a restricted stock unit, option, or right to acquire an equal number of shares of common stock of the Texas Corporation, as applicable, under the same terms and conditions.
The common stock of the Texas Corporation resulting from the conversion continues to be traded on the Nasdaq Global Select Market under the current symbol ”AGNT”. The Redomestication did not cause any interruption in the trading of such common stock.
The Redomestication did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Texas Corporation.
The Redomestication did not have any material adverse accounting implications for the Company.
Certain rights of the Company’s stockholders were changed as a result of the Redomestication. A more detailed description of the Plan of Conversion, Texas Charter, and Texas Bylaws, and the effects of the Redomestication, is set forth under “PROPOSAL 4 - APPROVAL OF REDOMESTICATION FROM DELAWARE TO TEXAS, BY CONVERSION” of the Proxy Statement, and the description contained therein is incorporated herein by reference.
The foregoing descriptions of the Plan of Conversion, the Texas Charter and the Texas Bylaws do not purport to be complete and are subject to and qualified in their entirety by the full text of Plan of Conversion, the Texas Charter and the Texas Bylaws, copies of which are attached hereto as Exhibit 2.1, Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
A copy of the press release announcing the Redomestication is attached hereto as Exhibit 99.1.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02(e)
In connection with her appointment as Chief Operating Officer of eXp Realty, LLC, Ms. Forsythe will receive an annual base salary of $850,000, representing an increase from her prior annual base salary of $750,000. Ms. Forsythe will remain eligible to participate in the Company’s long-term equity incentive program, as determined by the Compensation Committee of the Board of Directors, as well as the Company’s other employee benefit plans generally available to employees of the Company.
A copy of the press release announcing the change in Ms. Forsythe’s role is attached hereto as Exhibit 99.2.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.
The foregoing description of the Name Change is only a summary and is qualified in its entirety by reference to the full text of the Name Change Charter Amendment which is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated by reference herein.
A copy of the press release announcing the Name Change is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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2.1 Plan of Conversion
3.1 Bylaws of AGNT, Inc.
3.2 Certificate of Amendment of Certificate of Incorporation of eXp World Holdings, Inc.
3.3 Certificate of Formation of AGNT, Inc.
10.1 Form of Indemnification Agreement to be entered into between AGNT, Inc. and its directors and officers
99.1 Press Release, issued June 11, 2026 by eXp World Holdings, Inc.
99.2 Press Release, issued June 9, 2026 by eXp Realty, LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed exhibits (2)
EX-99.1 (by filename) agnt-20260608xex99d1.htm
EX-99.1
7
agnt-20260608xex99d1.htm
EX-99.1
Ex. 99.1
eXp World Holdings, Inc. Completes Transformation to AGNT, Inc.
Rename and redomestication to Texas unify the Company’s multi-model platform under the identity and governance framework that has always defined it: the agent.
BELLINGHAM, Washington, June 11, 2026 - AGNT, Inc. (Nasdaq: AGNT), the holding company for eXp Realty®, NextHome, Inc., FrameVR.io and SUCCESS® Enterprises (formerly known as eXp World Holdings, Inc.) (“AGNT” or the “Company”), today announced the completion of its corporate transformation, including the official renaming of the Company from eXp World Holdings, Inc. to AGNT, Inc. and the Company’s redomestication from Delaware to Texas.
The new name makes official what has defined the Company since its founding: an unwavering commitment to the success of independent real estate agents.
Since adopting the AGNT ticker in May 2026, alongside the addition of NextHome to its platform, the Company has operated as a true multi-model enterprise, uniting distinct brands under a single, agent-centric holding structure. This transformation brings the Company’s legal identity in line with that reality.
"We built …
Open exhibit ↗EX-99.2 (by filename) agnt-20260608xex99d2.htm
EX-99.2
8
agnt-20260608xex99d2.htm
EX-99.2
Ex. 99.2
eXp Realty Appoints Wendy Forsythe as Chief Operating Officer
Former Agent, Brokerage Owner, and Industry Executive to Lead Operations
BELLINGHAM, Wash. - June 9, 2026 - eXp Realty®, the most agent-centric™ real estate brokerage on the planet and the core subsidiary of eXp World Holdings, Inc. (Nasdaq: AGNT), today announced the promotion of Wendy Forsythe to Chief Operating Officer (COO).
Forsythe transitions into the role after two years as Chief Marketing Officer of eXp Realty. Before joining eXp, she served as Chief Operating Officer at HomeSmart International, President at Compass (California and Hawaii Region), and Chief Strategy Officer at Fathom Holdings. She began her real estate career as an agent and later owned and operated a brokerage, giving her a 360-degree view across the real estate ecosystem, from the front lines to the executive suite.
"As eXp Realty continues to scale, our operations must be as agile and innovative as our brand," said Leo Pareja, Chief Executive Officer of eXp Realty. "Wendy's combination of field-level agent empathy, operational excellence, and a proven track record of scaling large br…