Spin-Off FAQ

What is the distribution ratio for Douglas Elliman’s planned spin-off from Vector Group?

For every two shares of Vector Group common stock, stockholders will get one share of Douglas Elliman Inc.’s common stock (e.g., if a stockholder owns 2,000 shares of Vector Group before the spin-off, the stockholder will receive 1,000 Douglas Elliman Inc. shares and continue to own 2,000 Vector Group shares post-spin). Stockholders will not be required either to pay anything for the new shares or to surrender any shares of Vector Group common stock. No fractional shares of Douglas Elliman Inc. stock will be issued.

Will Vector Group own Douglas Elliman after the spin-off?

No. Douglas Elliman Inc. will be an independent, publicly traded company upon completion of the spin-off, which is expected late in the fourth quarter of 2021, subject to various closing conditions. Douglas Elliman Inc. will register its common stock under Section 12 of the Securities Exchange Act of 1934 and has applied to list its common stock on the New York Stock Exchange under the symbol “DOUG”.

When is the spin-off expected to be completed?

We currently expect the transaction to be completed late in the fourth quarter of 2021, subject to various conditions, including final approval by Vector Group’s Board of Directors, receipt of a tax opinion from counsel and the effectiveness of the registration statement with the Securities and Exchange Commission.

What will be Vector Group and Douglas Elliman’s quarterly dividend following the spin-off?

Subject to approval of the Board of Directors of Douglas Elliman Inc., it is expected that Douglas Elliman will pay an initial quarterly dividend of $0.05 per share. We expect that Vector Group will continue its $0.20 per share quarterly dividend.

What is Vector Group’s tax basis in Douglas Elliman Inc.?

Vector Group expects to receive an opinion from external counsel that the distribution will qualify as tax-free to Vector Group and its stockholders under the Internal Revenue Code. As a result, stockholders will not recognize any gain or loss on the transaction. The opinion will not be binding on the IRS or the courts. All stockholders will retain their basis in Vector Group's stock. After the spin-off occurs, we will notify stockholders of the allocation of their basis between Douglas Elliman Inc. stock and Vector Group stock. Please consult with your tax advisor about the particular consequences of the separation and distribution to you. Additional information about Vector Group’s tax basis in Douglas Elliman Inc. can be found on page 27 of Douglas Elliman’s Form 10 (found here).

Douglas Elliman Inc. has filed with the Securities and Exchange Commission a registration statement on Form 10 (found here) relating to the proposed distribution of Douglas Elliman Inc. securities. Douglas Elliman Inc. securities may not be sold, nor may offers to buy be accepted, prior to the time that Form 10 is filed and becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Douglas Elliman Inc. securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.