AGNT reported a net loss of $4.26 million for the three months ended Sep 30, 2026.

Item 6.

Exhibits

32

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 (this "Quarterly Report"), including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 herein ("MD&A"), contains statements that are not historical facts and may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.¹ Forward-looking statements are not based on historical facts but rather represent current expectations and assumptions of future events.³ For example, statements in this Quarterly Report regarding the potential future impact of macroeconomic conditions on our business and results of operations and expectations of growth, including as a result of investment in technology, scalable cost structure, and entering into new markets, are forward-looking statements.² These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements .

Many of these risks and other factors are beyond our ability to control or predict. Forward-looking statements can be identified by words such as "believe," "expect," "anticipate," "estimate," "project," "plan," "should," "intend," "may," "will," "could," "can," "would," "potential," "seek," "goal" and similar expressions of the future. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management's expectations, include, but are not limited to:

● the impact of macroeconomic conditions on the strength of the residential real estate market;

● the impact of monetary policies of the U.S. federal government and its agencies on our operations;

● the impact of changes in consumer attitudes on home sale transaction volume;

● the impact of excessive or insufficient home inventory supply on home sale transaction value;

● our ability to retain and attract additional qualified personnel;

● changes in tax laws and regulations that may have a material adverse effect on our business;

● our ability to protect our intellectual property rights;

● the impact of security breaches, interruptions, delays and failures in our systems and operations on our business;

● our financial condition and reputation;

● our ability to predict the demand or growth of our new products and services;

● our ability to maintain our agent growth rate;

● the impact of adverse outcomes in litigation and regulatory actions against us and other companies and agents in our industry on our business, including the outcome of any settlements related to those actions;² and

● the effect of inflation and continuing high interest rates on real estate transaction values and our operating results, profits and cash flows.

Other factors, including those described under the heading "Risk Factors" in Part II, Item 1A of this Quarterly Report, under the heading "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Annual Report") and elsewhere in the 2025 Annual Report, may also cause actual results to differ materially from those described in our forward-looking statements. Additionally, there may be other risks described from time to time in the reports that we file with the Securities and Exchange Commission (the "SEC"). Most of these factors are difficult to anticipate and are generally beyond our control. You should consider these factors in connection with considering any forward-looking statements that may be made by us.

Forward-looking statements are based on currently available operating, financial and market information and are inherently uncertain. Investors should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. Actual future results and trends may differ materially from such forward-looking statements.³ We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as may be required by law.

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PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (UNAUDITED) AGNT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(UNAUDITED)

ASSETS

CURRENT ASSETS

Cash and cash equivalents⁶

$ 111,410⁶

$ 124,245

Restricted cash⁶

74,807⁶

57,218

Accounts receivable, net of allowance for credit losses of $ 2,378 and $ 2,690 , respectively

134,861

108,838

Prepaids and other assets

11,539

14,567

TOTAL CURRENT ASSETS

332,617

304,868

Property and equipment, net

15,072

14,314

Other noncurrent assets

17,955

23,495

Intangible assets, net

4,356

4,421

Deferred tax assets, net

77,330

77,510

Goodwill

26,937

17,872

TOTAL ASSETS⁴

$ 474,267⁴

$ 442,480

LIABILITIES AND EQUITY CURRENT LIABILITIES

Accounts payable

$ 11,755

$ 14,613

Customer deposits

68,079

57,204

Accrued expenses

117,628

108,208

Litigation contingency

3,335

17,000

Other current liabilities

1,823

2,676

TOTAL CURRENT LIABILITIES

202,620

199,701

LONG-TERM LIABILITIES

Non-Current Liabilities

1,755

-

TOTAL LIABILITIES⁵

204,375⁵

199,701

EQUITY

Common Stock, $ 0.00001 par value 900,000,000 shares authorized; 220,143,083 issued and 164,714,010 outstanding at September 30, 2026 and 207,785,762 issued and 161,049,979 outstanding at December 31, 2025

2

2

Additional paid-in capital

1,204,414

1,105,434

Treasury stock, at cost: 55,429,073 shares held at September 30, 2026 and 46,735,783 shares held at December 31, 2025

( 774,870 )

( 742,879 )

Accumulated earnings (deficit)

( 158,176 )

( 121,622 )

Accumulated other comprehensive income (loss)

( 1,478 )

1,844

TOTAL EQUITY

269,892

242,779

TOTAL LIABILITIES AND EQUITY

$ 474,267

$ 442,480

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AGNT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except share amounts and per share data)

(UNAUDITED)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Revenues⁷

$ 1,392,857⁷

$ 1,316,683

$ 3,847,946

$ 3,580,466

Commissions and other agent-related costs

1,301,891

1,230,479

3,582,836

3,325,473

Gross profit

90,966

86,204

265,110

254,993

Operating expenses

General and administrative expenses

66,096

62,341

201,884

203,288

Technology and development expenses

18,869

17,312

54,889

52,210

Sales and marketing expenses

2,889

2,535

8,037

8,231

Litigation contingency

-

-

4,335

-

Total operating expenses

87,854

82,188

269,145

263,729

Operating income (loss)

3,112

4,016

( 4,035 )

( 8,736 )

Other (income) expense

Other (income) expense, net

( 576 )

( 608 )

( 1,501 )

( 2,311 )

Equity in (income) losses of unconsolidated affiliates

6,466

195

6,588

322

Total other (income) expense, net

5,890

( 413 )

5,087

( 1,989 )

Income (loss) before income tax expense

( 2,778 )

4,429

( 9,122 )

( 6,747 )

Income tax (benefit) expense

1,480

932

2,927

3,071

Net income (loss)

($ 4,258 )

$ 3,497

($ 12,049 )

($ 9,818 )

Earnings (loss) per share

Basic, net income (loss)⁸

($ 0.03 )⁸

$ 0.02

($ 0.07 )

($ 0.06 )

Diluted, net income (loss)

($ 0.03 )

$ 0.02

($ 0.07 )

($ 0.06 )

Weighted average shares outstanding

Basic

167,831,241

157,101,785

165,357,950

155,985,872

Diluted

167,831,241

160,767,662

165,357,950

155,985,872

Comprehensive income (loss):

Net income (loss)

($ 4,258 )

$ 3,497

($ 12,049 )

($ 9,818 )

Other comprehensive income (loss):

Foreign currency translation gain (loss), net of tax

( 237 )

( 390 )

( 3,322 )

2,662

Comprehensive income (loss)

($ 4,495 )

$ 3,107

($ 15,371 )

($ 7,156 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AGNT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

(UNAUDITED)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Common stock:

Balance, beginning of period

$ 2

$ 2

$ 2

$ 2

Balance, end of period

2

2

2

2

Treasury stock:

Balance, beginning of period

( 742,879 )

( 716,549 )

( 742,879 )

( 686,680 )

Repurchases of common stock

( 31,991 )

( 16,358 )

( 31,991 )

( 46,227 )

Balance, end of period

( 774,870 )

( 732,907 )

( 774,870 )

( 732,907 )

Additional paid-in capital:

Balance, beginning of period

1,170,520

1,031,660

1,105,434

962,758

Shares issued for stock options exercised

36

55

61

432

Agent growth incentive stock-based compensation

9,713

9,072

28,895

26,584

Agent equity stock-based compensation

22,406

27,150

65,118

74,709

Other share activity

1,739

1,578

4,906

5,032

Balance, end of period

1,204,414

1,069,515

1,204,414

1,069,515

Accumulated earnings (deficit):

Balance, beginning of period

( 145,550 )

( 96,723 )

( 121,622 )

( 68,135 )

Net income (loss)

( 4,258 )

3,497

( 12,049 )

( 9,818 )

Dividends declared and paid ($ 0.05 per share of common stock)

( 8,368 )

( 7,705 )

( 24,505 )

( 22,978 )

Balance, end of period

( 158,176 )

( 100,931 )

( 158,176 )

( 100,931 )

Accumulated other comprehensive income (loss):

Balance, beginning of period

( 1,241 )

( 24 )

1,844

( 3,076 )

Foreign currency translation gain (loss)

( 237 )

( 390 )

( 3,322 )

2,662

Balance, end of period

( 1,478 )

( 414 )

( 1,478 )

( 414 )

Total equity⁵

$ 269,892⁵

$ 235,265

$ 269,892

$ 235,265

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AGNT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(UNAUDITED)

Nine Months Ended September 30,

2026

2025

OPERATING ACTIVITIES

Net income (loss)

($ 12,049 )

($ 9,818 )

Reconciliation of net income (loss) to net cash provided by operating activities:

Depreciation expense

5,303

5,243

Amortization expense - intangible assets

1,814

2,014

Loss on disposition of assets

4

-

Credit (benefit) losses on receivables/bad debt on receivables

( 312 )

935

Equity in loss of unconsolidated affiliates

208

322

Loss on disposal of unconsolidated affiliates

6,376

-

Agent growth incentive stock-based compensation expense

29,933

27,389

Other stock-based compensation

4,971

5,032

Agent equity stock-based compensation expense

65,118

74