Explanatory Note
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 11, 2017 as amended by that certain Amendment No. 1 to Schedule 13D filed on March 8, 2021 (“Amendment No. 1”), as further amended by that certain Amendment No. 2 to Schedule 13D filed on April 23, 2021, as further amended by that certain Amendment No. 3 to Schedule 13D filed on August 24, 2021, as further amended by that certain Amendment No. 4 to Schedule 13D filed on January 25, 2022, as further amended by that certain Amendment No. 5 to Schedule 13D filed on May 9, 2022, as further amended by that certain Amendment No. 6 to Schedule 13D filed on November 2, 2022, as further amended by that certain Amendment No. 7 to Schedule 13D filed on July 31, 2023 (as amended, the “Schedule 13D”). This Amendment No. 8 is being filed to reflect subsequent dispositions of shares of Common Stock by Mr. Sanford and Ms. Sanford and their reported households, including dispositions pursuant to their respective 10b5-1 Sale Plans, and the change in the composition of the “group” reporting its beneficial ownership of the securities of the Issuer on this Schedule 13D. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 8. Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D.
Item 1. Security and Issuer
This Statement relates to shares of common stock, $0.00001 par value (“Common Stock”), of eXp World Holdings, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 2219 Rimland Drive, Suite 301, Bellingham, WA 98226.
Item 2. Identity and Background
| (a) | This schedule is being filed by each of Glenn D. Sanford and Penny Sanford (each, a “Reporting Person” and, collectively, the “Reporting Persons”). |
| (b) | Mr. Sanford is the Chief Executive Officer of the Issuer and eXp Realty, LLC (a wholly-owned subsidiary of the Issuer) and Chairman of the Board of the Issuer. Ms. Sanford is a retired physical therapist. |
| (c) | The business address for Mr. Sanford is 2219 Rimland Drive, Suite 301, Bellingham, WA 98226. The principal address for Ms. Sanford is 336 36th Street #734, Bellingham, WA 98225. |
| (d) | During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law. |
| (e) | Each of the Reporting Persons is a citizen of the United States. |
Item 4. Purpose of Transaction
The Reporting Persons each acquired the shares of Common Stock of the Issuer for investment purposes. Except as set forth below, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Mr. Sanford is eligible to receive awards under the Issuer’s equity incentive plan as an officer of the Issuer. Mr. Sanford has entered into Rule 10b5-1 trading plans pursuant to which he may dispose of shares of Common Stock of the Issuer from time to time. Ms. Sanford has entered into Rule 10b5-1 trading plans pursuant to which she may dispose of shares of Common Stock of the Issuer from time to time.
Item 5. Interest in Securities of the Issuer
(a)See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons.
As of November 30, 2023, the Reporting Persons as a group are the beneficial owners of 70,592,639 shares of Common Stock. Such shares of Common Stock represent beneficial ownership of 45.73% of the outstanding shares of Common Stock.