RE/MAX Holdings, Inc. (RMAX)

CIK: 0001581091. SIC: 6531 Real Estate Agents & Managers (For Others). Latest 10-K as of: 2026-02-19.

SIC breadcrumb: Finance, Insurance, And Real Estate > Real Estate > SIC 6531 Real Estate Agents & Managers (For Others)

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1581091. Latest filing source: 0001104659-26-017561.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001581091.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001581091.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001104659-26-057523.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

​

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements (“financial statements”) and accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and accompanying notes included in our most recent Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report on Form 10-K”).

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are often identified by the use of words such as “believe,” “intend,” “expect,” “estimate,” “plan,” “outlook,” “project,” “anticipate,” “may,” “will,” “would” and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to: agent count; franchise sales; Motto open offices; our business model; cost structure; balance sheet; revenue; operating expenses; financial outlook; return of capital, including dividends and our share repurchase program; non-GAAP financial measures; assets and liabilities held for sale; uncertain tax positions; fee waivers; housing and mortgage market conditions and trends; economic and demographic trends; competition; the anticipated benefits of our strategic initiatives; our anticipated sources and uses of liquidity including for potential acquisitions; the expected completion of the pending Merger with The Real Brokerage Inc. and the timing thereof; the ability to satisfy closing conditions, including receipt of stockholder and regulatory approvals; the expected refinancing of our existing indebtedness in connection with the Merger; the anticipated impact of the pending Merger on the Company's business, financial condition, results of operations and liquidity; the expected termination of the TRA upon closing of the Merger; restrictions on the conduct of our business during the pendency of the Merger; capital expenditures; future litigation expenses, including antitrust litigations; our credit agreement including total leverage ratio and any future excess cash flow payments; our strategic and operating plans and business models including our efforts to accelerate the growth of our businesses; the long-term benefits of our strategic growth initiatives including mitigation of economic downturns; and strategic investments in the Mortgage business.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of our 2025 Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not intend, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

The results of operations discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are those of RE/MAX Holdings, Inc. (“Holdings”) and its consolidated subsidiaries, including RMCO, LLC and its consolidated subsidiaries (“RMCO”), collectively, the “Company,” “we,” “our” or “us.”

Business Overview

We are one of the world’s leading franchisors in the real estate industry. We franchise real estate brokerages globally under the REMAX brand (“REMAX”) and mortgage brokerages in the U.S. under the Motto Mortgage brand (“Motto”). We also sell ancillary products and services to our franchise networks, including marketing services, technology platforms, and mortgage loan processing services to our Motto network and third parties through our wemlo® brand and advertisements on and lead generation services from our flagship websites www.remax.com and www.remax.ca. REMAX and Motto are 100% franchised. We do not own any of the brokerages that operate under the REMAX and Motto brands but provide the right to use our brands and a unique value proposition to support our franchisees as they fund their own growth and development. As a result, we maintain a low fixed-cost structure which, combined with our recurring fee-based models, enables us to capitalize on the economic benefits of the franchising model, yielding high margins and significant cash flow. We are focused on operating our business as efficiently and effectively as possible, maintaining a growth mindset, and delivering the absolute best customer experience. We provide quality education, innovative technology products, and valuable marketing and marketing services. We also leverage our size and scale to continue to build the strength of our brands and enhance our competitive advantages.

25

Table of Contents

Subsequent Events

On April 26, 2026, we entered into a definitive Arrangement Agreement and Plan of Merger (the “Merger Agreement”) with The Real Brokerage Inc. ("Real"), under which a newly formed holding company, Real REMAX Group, will acquire both the Company and Real (the “Merger”). Under the terms of the Merger Agreement, holders of our Class A common stock will have the right to elect to receive either shares of Real REMAX Group common stock or cash, subject to proration within specified minimum and maximum aggregate cash amounts. Concurrently, we entered into an amendment to the Tax Receivable Agreement with RIHI, Inc. that will terminate the agreement upon closing of the transaction, with no payments to be made thereunder. The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including stockholder approvals and regulatory approvals. See Note 2, Summary of Significant Accounting Policies, to the accompanying unaudited Condensed Consolidated Financial Statements for additional information.

​

For additional information on the Merger, see the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2026.

​

Financial and Operational Highlights – Three Months and Period Ended March 31, 2026

(Compared to the three months and the period ended March 31, 2025, unless otherwise noted)

●

Total revenue of $70.2 million, a decrease of 5.7% from the prior year.

●

Revenue excluding the Marketing Funds (a) decreased 4.0% to $53.4 million, driven by negative organic revenue growth(b) of 4.7% partially offset by growth from foreign currency movements of 0.7%.

●

Net income (loss) attributable to RE/MAX Holdings, Inc. of ($9.7) million, compared to ($2.0) million in the prior year.

●

Adjusted EBITDA(c) decreased 19.3% to $15.6 million and Adjusted EBITDA margin(c) decreased to 22.2% from the prior year.

●

Total agent count increased 2.1% to 149,192 agents.

●

U.S. and Canada combined agent count decreased 2.3% to 73,292 agents.

●

Total open Motto Mortgage offices decreased 29.9% to 157 offices.

(a)

Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from the U.S. generally accepted accounting principles (“U.S. GAAP”). Revenue excluding the Marketing Funds is calculated directly from our condensed consolidated financial statements as Total revenue less Marketing Funds fees.

(b)

We define organic revenue growth as revenue growth from continuing operations excluding Marketing Funds, revenue attributable to acquisitions, and foreign currency movements. We define revenue from acquisitions as the incremental revenue generated from the date of an acquisition to its first anniversary (excluding Marketing Funds revenue related to acquisitions where applicable).

(c)

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures of financial performance that differ from U.S. GAAP. See “—Non-GAAP Financial Measures” for further discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of the differences between Adjusted EBITDA and net income (loss), which is the most comparable U.S. GAAP measure for operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue.

​

In the first quarter of 2026, our global agent network reached a record 149,000 agents, reflecting four consecutive quarters of improvement of the downward trend in U.S. agent count performance and relatively flat activity in Canada, despite challenging housing and mortgage market conditions and broader economic uncertainty. Despite this operational improvement, the aforementioned macroeconomic factors continued to pressure U.S. RE/MAX agent count, Motto Mortgage office count and consolidated revenue.

​

In response to these conditions, we remain focused on initiatives designed to enhance our value proposition for franchisees and agents by increasing flexibility, improving recruiting and onboarding, and aligning economics more closely with transaction activity. During the last year, we launched refreshed, digital‑first branding and introduced new optional performance‑based economic models, including Aspire℠, Ascend℠ and Appreciate℠, which are intended to lower fixed costs, shift fees toward variable structures and better support agent productivity and franchisee cash flow. Adoption of these programs began during 2025, and early results have been encouraging.

​

26

Table of Contents

We also continued to invest in technology and marketing solutions to support affiliate success and diversify revenue, including the launch of Marketing Studio (formerly known as “Marketing as a Service (MaaS)”) and continued enhancements to our consumer‑facing websites.

​

Additionally, in early 2026, we announced our participation with Zillow related to its Zillow Preview service. This provides participating REMAX brokerages with the opportunity to promote pre‑market or “coming soon” listings, that are not yet active in the MLS, through Zillow’s platform, expanding listing exposure to a broad consumer audience while supporting transparency and consumer choice while adhering to local MLS rules and regulations. We believe this initiative enhances our affiliates’ marketing capabilities and complements our broader focus on technology, distribution and consumer engagement.

​

These enhancements contributed to renewed momentum in agent recruitment, including the largest conversion in Company history in January 2026, when more than 1,200 agents across 17 offices joined the REMAX network in the Greater Toronto Area and the largest conversion in U.S. history in March 2026, when more than 300 agents across 7 offices joined the REMAX network in Rhode Island.

​

Collectively, these initiatives reflect our strategic focus on navigating market softness while positioning the business for longer‑term growth.

27

Table of Contents

Selected Operating and Financial Highlights

The following tables summarize several key performance indicators and our results of operations.

​

​

​

​

​

​

​

​

​

​

​

​

March 31, 

​

2026 vs. 2025

​

​

​

2026

​

2025

​

#

​

%

​

Agent Count:

​

​

​

​

​

​

​

​

​

U.S.

​

​

​

​

​

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-02-19. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and accompanying notes thereto (“financial statements”) included elsewhere in this Annual Report on Form 10-K. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See “Forward-Looking Statements” and “Item 1A.—Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results may differ materially from those contained in any forward-looking statements.

The historical results of operations discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are those of RE/MAX Holdings, Inc. (“Holdings”) and its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “us”).

Executive Summary

Business Overview

We are one of the world’s leading franchisors in the real estate industry. We franchise real estate brokerages globally under the RE/MAX® brand (“REMAX”) and mortgage brokerages in the U.S. under the Motto Mortgage brand (“Motto”). We also sell ancillary products and services to our franchise networks, including affiliate spend on marketing services within the Marketing as a Service (“MaaS”) platform to our REMAX network, loan processing services to our Motto network and other third parties through our wemlo® brand and advertisements on and lead generation services from our flagship websites www.remax.com and www.remax.ca. REMAX and Motto are 100% franchised. We do not own any of the brokerages that operate under the REMAX and Motto brands but provide the right to use our brands and a unique value proposition to support our franchisees as they fund their own growth and development. As a result, we maintain a low fixed-cost structure which, combined with our recurring fee-based models, enables us to capitalize on the economic benefits of the franchising model, yielding high margins and significant cash flow. We are focused on operating our business as efficiently and effectively as possible, maintaining a growth mindset, and delivering the absolute best customer experience. We provide quality education, innovative technology products, valuable marketing and we leverage our size and scale to continue to build the strength of our brands and enhance our competitive advantages.

To best serve our customers, we are organized into the following segments based on the services we provide:

●

Real Estate, which includes our REMAX brand along with corporate-wide shared services expenses;

●

Mortgage, which includes our Motto Mortgage and wemlo brands; and

●

Marketing Funds, which includes our collective franchise marketing funds, which operate at no profit.

Financial and Operational Highlights

In 2025, our global agent network reached to a record 148,500 agents, with three consecutive quarters of stabilization in U.S. agent count and relatively flat activity in Canada, despite challenging housing and mortgage market conditions in the U.S. and Canada and broader economic uncertainty. These macro factors contributed to declines in U.S. REMAX agent count, open Motto offices, and total revenue.

Although the macroeconomic environment has presented several uncontrollable challenges, we continue to focus on growth initiatives to elevate and expand the value proposition for our affiliates that are designed to empower them to win more business, save time and build more profitable businesses.

We continued to invest in growth initiatives to strengthen our value proposition and support franchisee, agent and loan originator success. In early 2025, we launched refreshed, digital-first branding, followed by the introduction of AspireSM, an optional performance-based economic model designed to improve recruiting and onboarding of new-to-REMAX agents by sharing a higher portion of the economic risk and reducing fixed fees. During an Aspire agent’s first year with REMAX, a franchisee pays REMAX 5% of their gross commission income (paid after each closing) up to an annual maximum of $5,000, a $25 per-transaction fee and the standard $410 annual dues. For offices who have agents participating in Aspire (or any cap program), Broker fees are estimated and recognized ratably on a straight-line basis over a one-year period. Aspire program adoption is early but encouraging, now with approximately 2,000 agents participating in the program.

30

Table of Contents

In September 2025, we introduced the AscendSM and AppreciateSM programs, providing additional flexible economic models for new and existing agents. The Ascend program offers an approximate 45% reduction in fixed fees, an annual per agent maximum on Broker Fees of $3,000, a $25 per-transaction fee and the standard $410 per agent of annual dues. The Ascend program allows franchisees to benefit from a cash flow perspective as an increase in the proportion of their fees are variable and more closely connected to the timing of closed transactions and commissions.

Franchisees who choose to adopt the Ascend program have three options: Option one, remain on their current plan but recruit new agents under Aspire. After a year, those Aspire agents would shift to the brokerage’s current plan. Option two, shift the entire brokerage to Ascend, with any new agents recruited under Aspire transitioning to Ascend after their first year. Option three, adopt a hybrid structure, keeping existing agents on their current plan, while providing the widest range of options in recruiting by placing new agents on either Aspire, Ascend or the brokerage’s current model.

The Appreciate program replaces our existing retirement plan for eligible agents aged 70 or older with at least 10 years of experience with REMAX. Appreciate eliminates monthly fees in favor of a $100 transaction fee, a 5% Broker Fee and reduced annual dues of $99.

We also expanded our technology and marketing offerings with the launch of Marketing as a Service (MaaS), an AI-enabled platform that simplifies marketing for affiliates in the U.S. and Canada, where we generate revenue from affiliate spend on marketing services within the platform. We continued to invest in our flagship websites, remax.com, remax.ca, and mottomortgage.com to enhance consumer engagement, agent productivity, and revenue diversification.

These enhancements contributed to renewed momentum in agent recruitment, including the largest conversion in Company history in January 2026, when more than 1,200 agents across 17 offices joined the REMAX network in the Greater Toronto Area.

These factors contributed to the following results for the year and period ended December 31, 2025:

(Compared to the year and period ended December 31, 2024, unless otherwise noted)

●

Total revenue of $291.6 million, a decrease of 5.2% from the prior year.

●

Revenue excluding the Marketing Funds(a), decreased 4.3% to $218.8 million which was driven by negative organic growth of 3.9% and adverse foreign currency movements of 0.4%.

●

Net income attributable to RE/MAX Holdings, Inc. of $8.2 million, compared to $7.1 million in the prior year.

●

Adjusted EBITDA(a) decreased 4.1% to $93.7 million and Adjusted EBITDA margin(a) increased 30 basis points from the prior year to 32.1%.

●

Total agent count increased by 1.4% to 148,660 agents.

●

U.S. and Canada combined agent count decreased 4.6% to 72,977 agents.

●

Total open Motto Mortgage offices decreased 24.0% to 171 offices.

(a)

See “—Non-GAAP Financial Measures” for further discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of the differences between Adjusted EBITDA and net income (loss), which is the most comparable U.S. generally accepted accounting principles (“U.S. GAAP”) measure for operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of Total revenue. Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from U.S. GAAP. Revenue excluding the Marketing Funds is calculated directly from our consolidated financial statements as Total revenue less Marketing Funds fees.

The Financial and Operational Highlights, Results of Operations and Sources and Uses of Cash, for the years ended December 31, 2024 and 2023 and as compared to the years ended December 31, 2023 and 2022, respectively, has been previously disclosed in Item 7 of our 2024 Annual Report on Form 10-K and in Item 7 of our 2023 Annual Report on Form 10-K, and are incorporated herein by reference.

31

Table of Contents

Key Performance Indicators

Operating Performance Indicators

We believe that agent count (especially in the U.S. and Canada), open Motto offices, and growing franchise sales across both brands are key operating measures of our success.

Financial Performance Indicators

We believe that revenue growth excluding the Marketing Funds and Adjusted EBITDA (both in dollars and margin) are key financial measures of our success.

Revenue Growth. The Marketing Funds operate at no profit; accordingly, there is no impact to overall profitability of the Company from these revenues. Because the Marketing Funds do not contribute to operating profit, we do not consider Marketing Funds revenue changes a part of our key performance indicators.

We review year-over-year revenue growth excluding the Marketing Funds as a key measure of our success in addressing customer needs. We measure revenue growth in terms of organic, acquisitive, and foreign currency impacts. We define these components as follows:

●

Organic – We define organic revenue growth as total revenue growth other than the Marketing Funds, acquisitions and foreign currency movements. Organic revenue growth can be achieved through many means, including by growing our REMAX agent count, selling and maintaining more open franchises, especially Motto franchises, and increasing home prices.

●

Acquisitive – We define acquisitive revenue as the revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition.

●

Foreign currency – We define the foreign currency impact on revenue as the difference between current revenue measured at current exchange rates and current revenue measured at the corresponding prior period exchange rates. Due to the significance of revenue transacted in foreign currencies, we believe it is important to measure the impact of foreign currency movements on revenue.

Adjusted EBITDA. Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See “—Non-GAAP Financial Measures” for further discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of the differences between Adjusted EBITDA and net income (loss), which is the most comparable GAAP measure for operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue.

32

Table of Contents

Selected Operating and Financial Highlights

The following tables summarize several key performance indicators and our results of operations for the last three years.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 

​

2025 vs. 2024

​

​

2024 vs. 2023

​

​

​

2025

​

2024

​

2023

​

#

​

%

​

​

#

​

%

​

Agent Count:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Company-Owned Regions

​

41,998

​

44,911

​

48,401

​

(2,913)

​

(6.5)

%

​

(3,490)

​

(7.2)

%

Independent Regions

​

6,167

​

6,375

​

6,730

​

(208)

​

(3.3)

%

​

(355)

​

(5.3)

%

U.S. Total

​

48,165

​

51,286

​

55,131

​

(3,121)

​

(6.1)

%

​

(3,845)

​

(7.0)

%

Canada

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Company-Owned Regions

​

19,803

​

20,311

​

20,270

​

(508)

​

(2.5)

%

​

41

​

0.2

%

Independent Regions

​

5,009

​

4,860

​

4,898

​

149

​

3.1

%

​

(38)

​

(0.8)

%

Canada Total

​

24,812

​

25,171

​

25,168

​

(359)

​

(1.4)

%

​

3

​

—

%

U.S. and Canada Total

​

72,977

​

76,457

​

80,299

​

(3,480)

​

(4.6)

%

​

(3,842)

​

(4.8)

%

Outside U.S. and Canada

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Independent Regions

​

75,683

​

70,170

​

64,536

​

5,513

​

7.9

%

​

5,634

​

8.7

%

Outside U.S. and Canada Total

​

75,683

​

70,170

​

64,536

​

5,513

​

7.9

%

​

5,634

​

8.7

%

Total

​

148,660

​

146,627

​

144,835

​

2,033

​

1.4

%

​

1,792

​

1.2

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

REMAX open offices:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S.

​

2,978

​

3,139

​

3,340

​

(161)

​

(5.1)

%

​

(201)

​

(6.0)

%

Canada

​

920

​

938

​

956

​

(18)

​

(1.9)

%

​

(18)

​

(1.9)

%

U.S. and Canada Total

​

3,898

​

4,077

​

4,296

​

(179)

​

(4.4)

%

​

(219)

​

(5.1)

%

Outside U.S. and Canada

​

4,703

​

4,658

​

4,726

​

45

​

1.0

%

​

(68)

​

(1.4)

%

Total

​

8,601

​

8,735

​

9,022

​

(134)

​

(1.5)

%

​

(287)

​

(3.2)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Motto open offices (1):

​

171

​

225

​

246

​

(54)

​

(24.0)

%

​

(21)

​

(8.5)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

2025 vs. 2024

​

​

2024 vs. 2023

​

​

​

2025

​

2024

​

2023

​

#

​

%

​

​

#

​

%

​

REMAX franchise sales:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S.

​

108

​

109

​

184

​

(1)

​

(0.9)

%

​

(75)

​

(40.8)

%

Canada

​

24

​

36

​

37

​

(12)

​

(33.3)

%

​

(1)

​

(2.7)

%

U.S. and Canada Total (2)

​

132

​

145

​

221

​

(13)

​

(9.0)

%

​

(76)

​

(34.4)

%

Outside U.S. and Canada

​

732

​

654

​

727

​

78

​

11.9

%

​

(73)

​

(10.0)

%

Total

​

864

​

799

​

948

​

65

​

8.1

%

​

(149)

​

(15.7)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Motto franchise sales:

​

12

​

26

​

27

​

(14)

​

(53.8)

%

​

(1)

​

(3.7)

%

(1)

During the fourth quarter of 2025, we made the strategic decision to terminate approximately 80 Motto franchisees who were receiving significant financial relief or were otherwise not performing from an operational perspective. As a result, fewer Motto franchisees were receiving short-term financial assistance as of December 31, 2025. As of December 31, 2025, 2024 and 2023, there were 19, 53 and 56 offices, respectively, that we were offering short-term financial relief and are temporarily not billed or are deferred.

(2)

Franchise sales includes team office sales.

33

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2025

​

2024

​

2023

​

Total revenue

$

291,601

​

$

307,685

​

$

325,671

​

Total selling, operating and administrative expenses

$

146,702

​

$

152,258

​

$

171,548

​

Operating income (loss)

$

47,043

​

$

40,181

​

$

(10,637)

​

Net income (loss)

$

13,433

​

$

8,077

​

$

(98,486)

​

Net income (loss) attributable to RE/MAX Holdings, Inc.

$

8,153

​

$

7,123

​

$

(69,022)

​

Adjusted EBITDA (1)

$

93,721

​

$

97,700

​

$

96,288

​

Adjusted EBITDA margin (1)

​

32.1

%  

​

31.8

%  

​

29.6

%  

(1)

See “—Non-GAAP Financial Measures” for further discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of the differences between Adjusted EBITDA and net income (loss), which is the most comparable U.S. GAAP measure for operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue.

Results of Operations

Year Ended December 31, 2025 vs. Year Ended December 31, 2024

Revenue

A summary of the components of our revenue is as follows (in thousands except percentages):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Change

​

​

​

December 31, 

​

Favorable/(Unfavorable)

​

​

​

2025

​

2024

​

$

​

%

​

Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

Continuing franchise fees

​

$

112,865

​

$

122,011

​

$

(9,146)

​

(7.5)

%

Annual dues

​

​

30,462

​

​

32,188

​

​

(1,726)

​

(5.4)

%

Broker fees

​

​

53,691

​

​

51,816

​

​

1,875

​

3.6

%

Marketing Funds fees

​

​

72,835

​

​

78,983

​

​

(6,148)

​

(7.8)

%

Franchise sales and other revenue

​

​

21,748

​

​

22,687

​

​

(939)

​

(4.1)

%

Total revenue

​

$

291,601

​

$

307,685

​

$

(16,084)

​

(5.2)

%

​

Continuing Franchise Fees

Revenue from Continuing franchise fees decreased primarily due to a reduction in U.S. agent count and, to a lesser extent, incentives related to modifications to the Company’s standard fee models, including the Aspire program, which resulted in a corresponding increase in Broker Fees.

Broker Fees

Revenue from Broker fees increased primarily due to recently introduced incentives related to modifications to the Company’s standard fee models, including the Aspire program, which resulted in a corresponding decrease to Continuing franchise fees. In addition, higher average home sales prices in the U.S., along with the impact of recognizing Broker fees ratably throughout the year in the U.S. and Canada for capped programs such as Aspire, further contributed to the increase. These increases were partially offset by a decline in U.S. agent count.

Marketing Funds Fees and Marketing Funds Expenses

Revenue from Marketing Funds fees decreased primarily due to a reduction in U.S. agent count and incentives related to modifications to the Company’s standard fee models, including the Aspire program. We recognize an equal and offsetting amount of expenses to revenue such that there is no impact to our overall profitability.

Franchise Sales and Other Revenue

Franchise sales and other revenue decreased primarily due to a reduction in revenue from previous acquisitions, Franchise sales revenue, revenue from preferred marketing arrangements and revenue from our annual REMAX agent

34

Table of Contents

convention and other events. These decreases were partially offset by revenue driven by investments in our flagship website including higher advertising revenue and revenue from our Lead Concierge Program.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Change

​

​

​

December 31, 

​

Favorable/(Unfavorable)

​

​

​

2025

​

2024

​

$

​

%

​

Revenue excluding the Marketing Funds:

​

​

​

​

​

​

​

​

​

​

​

​

Total revenue

​

$

291,601

​

$

307,685

​

$

(16,084)

​

(5.2)

%

Less: Marketing Funds fees

​

​

72,835

​

​

78,983

​

​

(6,148)

​

(7.8)

%

Revenue excluding the Marketing Funds

​

$

218,766

​

$

228,702

​

$

(9,936)

​

(4.3)

%

Revenue excluding the Marketing Funds decreased primarily due to negative organic revenue growth of 3.9% and adverse foreign currency movements of 0.4%. Negative organic revenue growth was driven by a decrease in U.S. agent count, recently introduced incentives related to modifications to the Company’s standard fee models, including Aspire, a reduction in revenue from previous acquisitions, lower Mortgage segment revenue and Franchise sales revenue; partially offset by an increase in Broker fees and revenue from advertising revenue on our flagship websites.

Operating Expenses

A summary of the components of our operating expenses is as follows (in thousands, except percentages):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Change

​

​

​

December 31, 

​

Favorable/(Unfavorable)

​

​

​

2025

​

2024

​

$

​

%

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

Selling, operating and administrative expenses

​

$

146,702

​

$

152,258

​

$

5,556

​

3.6

%

Marketing Funds expenses

​

​

72,835

​

​

78,983

​

​

6,148

​

7.8

%

Depreciation and amortization

​

​

25,848

​

​

29,561

​

​

3,713

​

12.6

%

Settlement and impairment charges

​

​

(1,542)

​

​

5,483

​

​

7,025

​

n/m

​

Change in estimated tax receivable agreement liability

​

​

715

​

​

1,219

​

​

504

​

n/m

​

Total operating expenses

​

$

244,558

​

$

267,504

​

$

22,946

​

8.6

%

Percent of revenue

​

​

83.9

%

​

86.9

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

n/m - not meaningful

​

​

​

​

​

​

​

​

​

​

​

​

Selling, Operating and Administrative Expenses

Selling, operating and administrative expenses consist of personnel costs, professional fee expenses, lease costs and other expenses. Other expenses within Selling, operating and administrative expenses include certain marketing and production costs that are not paid by the Marketing Funds, including travel and entertainment costs, and costs associated with our annual conventions in the U.S. and other events and technology services.

35

Table of Contents

A summary of the components of our selling, operating and administrative expenses is as follows (in thousands, except percentages):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Change

​

​

​

December 31, 

​

Favorable/(Unfavorable)

​

​

​

2025

​

2024

​

$

​

%

​

Selling, operating and administrative expenses:

​

​

​

​

​

​

​

​

​

​

​

​

Personnel

​

$

86,834

​

$

94,174

​

$

7,340

​

7.8

%

Professional fees

​

​

14,265

​

​

12,260

​

​

(2,005)

​

(16.4)

%

Lease costs

​

​

6,260

​

​

6,756

​

​

496

​

7.3

%

Other

​

​

39,343

​

​

39,068

​

​

(275)

​

(0.7)

%

Total selling, operating and administrative expenses

​

$

146,702

​

$

152,258

​

$

5,556

​

3.6

%

Percent of revenue

​

​

50.3

%

​

49.5

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total selling, operating and administrative expenses decreased as follows:

●

Personnel expenses decreased primarily due to an increase in expenses charged to the Marketing Funds, see Note 2, Summary of Significant Accounting Policies for additional information. Also contributing to the decrease was lower headcount resulting in lower employee compensation and benefit related costs, as well as lower employee retention-related expenses, and equity-based compensation expense. The aforementioned decreases in personnel expenses were partially offset by higher severance expenses, further disclosed in Note 2, Summary of Significant Accounting Policies.

●

Professional fees increased primarily due to higher investments in technology and our flagship websites.

●

Other selling, operating and administrative expenses increased primarily due to an increase in bad debt expense and losses on sale and disposal of assets; mostly offset by a reduction in expenses from our annual REMAX agent convention and other events and decreased training costs.

Depreciation and Amortization

Depreciation and amortization expense decreased primarily due to lower franchise agreements amortization expense from prior years Independent Region acquisitions and from previous acquisitions (excluding Independent Region acquisitions) becoming fully amortized.

Settlement and Impairment Charges

Settlement and Impairment Charges (2025)

During the first quarter of 2025 we recorded a cost recovery of $2.1 million related to a previous settlement, that was received in the fourth quarter of 2025 from an escrow fund from a prior acquisition. This was initially recorded to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) with a corresponding amount recorded to “Accounts and notes receivable, net of allowances” within the Consolidated Balance Sheets. This was partially offset by an immaterial legal matter that was settled during the first quarter of 2025, which is being paid out over twelve months, beginning in the second quarter of 2025. Activity related to this immaterial legal matter was initially recorded to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Consolidated Balance Sheets. Additionally, we also recorded an immaterial impairment on an office lease in Canada in the first quarter of 2025 to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Operating lease right of use assets” within the Consolidated Balance Sheets.

Settlement Charges (2024)

In early 2025, REMAX OA reached substantial agreement on monetary terms and business practice changes to resolve the Canadian competition litigations (as defined in Note 13, Commitments and Contingencies), which includes the payment of a total settlement amount of $7.8 million Canadian dollars (the “Canadian Settlement Amount”) into an interest-bearing account. We accrue for matters when losses are both probable and estimable and as a result, during the fourth quarter of 2024, we recorded the total settlement charge of $7.8 million Canadian dollars (approximately $5.5

36

Table of Contents

million U.S. dollars translated at a weighted average exchange rate) to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Consolidated Balance Sheets. As of December 31, 2024, the Canadian Settlement Amount payable was approximately $5.4 million in U.S. dollars translated at the balance sheet date. The court approved the Canadian Settlement Agreement on October 8, 2025 resulting in a reduction of $7.8 million Canadian dollars (translated to $5.6 million U.S. dollars at the transaction date) in “Restricted cash” with a corresponding reduction of the liability in “Accrued liabilities” within the Consolidated Balance Sheets. The corresponding liability in “Accrued liabilities” was also released during 2025. See Note 13, Commitments and Contingencies for additional information.

Change in Estimated Tax Receivable Agreement Liability

During 2025, we recorded a $0.8 million change in estimated TRA liability and as of December 31, 2025, the Tax Receivable Agreements (“TRA”) liability of $1.5 million is anticipated to be paid in 2026 for the 2024 tax year. During 2024, we recorded a $1.2 million change in estimated TRA liability related to the 2024 and 2023 tax years. During 2023, we recorded an increase of $63.8 million to our valuation allowance on our U.S. net deferred tax assets. In relation to this valuation allowance, we also remeasured the liability under the TRAs as of December 31, 2023, and recorded a $25.3 million change in estimated TRA liability.

Other Expenses, Net

A summary of the components of our operating expenses is as follows (in thousands, except percentages):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Change

​

​

​

December 31, 

​

Favorable/(Unfavorable)

​

​

​

2025

​

2024

​

$

​

%

​

Other expenses, net:

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense

​

$

(31,700)

​

$

(36,258)

​

$

4,558

​

12.6

%

Interest income

​

​

3,580

​

​

3,738

​

​

(158)

​

(4.2)

%

Foreign currency transaction gains (losses)

​

​

705

​

​

(1,461)

​

​

2,166

​

n/m

​

Total other expenses, net

​

$

(27,415)

​

$

(33,981)

​

$

6,566

​

19.3

%

Percent of revenue

​

​

9.4

%

​

11.0

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

n/m - not meaningful

​

​

​

​

​

​

​

​

​

​

​

​

Other expenses, net decreased primarily due to a decrease in interest expense due to lower interest rates.  Foreign currency transaction gains (losses) are primarily the result of transactions denominated in the Canadian Dollar and the Canadian dollar strengthened in comparison to the U.S. dollar between the year ended December 31, 2024 and the year ended December 31, 2025.

Provision for Income Taxes

The Company’s effective tax rate for the year ended December 31, 2025 was 31.6%, compared to (30.3)% for the year ended December 31, 2024. The effective tax rate for the year ended December 31, 2025 was higher than the statutory rate primarily due to a greater proportion of higher taxed foreign income in comparison to domestic income, foreign taxes that are not creditable as the related credits belong to the noncontrolling interest, and the impacts of One Big Beautiful Bill Act (“OBBB”) related tax law changes together with a valuation allowance against current year deferred tax assets. The effective income tax rate for the year ended December 31, 2024 was lower than the statutory rate primarily driven by the reversal of a valuation allowance against certain deferred tax assets due to the execution of tax planning opportunities that resulted in an unusually low effective income tax rate.

Our effective income tax rate depends on many factors, including a rate benefit attributable to the fact that the portion of RMCO’s earnings attributable to the non-controlling interests are not subject to corporate-level taxes because RMCO is classified as a partnership for U.S. federal income tax purposes and therefore is treated as a “flow-through entity,” as well as annual changes in state and foreign income tax rates and geographic mix of business. See Note 4, Non-controlling Interest, for further details on the allocation of income taxes between Holdings and the non-controlling interest and see Note 11, Income Taxes, for additional information.

37

Table of Contents

Adjusted EBITDA

See “—Non-GAAP Financial Measures” for our definition of Adjusted EBITDA and for further discussion of our presentation of Adjusted EBITDA as well as a reconciliation of Adjusted EBITDA to net income (loss), which is the most comparable GAAP measure for operating performance.

Adjusted EBITDA was $93.7 million for the year ended December 31, 2025, a decrease of $4.0 million from the comparable prior year period. Adjusted EBITDA decreased primarily due to lower revenue from a decline in U.S. agent count, recently introduced incentives related to modifications to the Company’s standard fee models, including Aspire, an increase in bad debt expense, lower revenue from previous acquisitions and lower Franchise sales revenue; partially offset by certain lower personnel-related expenses.

Non-GAAP Financial Measures

The Securities and Exchange Commission (“SEC”) has adopted rules to regulate the use in filings with the SEC and in public disclosures of financial measures that are not in accordance with U.S. GAAP, such as Revenue excluding the Marketing Funds and Adjusted EBITDA and the ratios related thereto. These measures are derived on the basis of methodologies other than in accordance with U.S. GAAP.

Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from the U.S. Generally Accepted Accounting Principles. Revenue excluding the Marketing Funds is calculated directly from our consolidated financial statements as Total revenue less Marketing Funds fees.

We define Adjusted EBITDA as EBITDA (consolidated net income (loss) before depreciation and amortization, interest expense, interest income and the provision for income taxes, each of which is presented in our audited financial statements included elsewhere in this Annual Report on Form 10-K), adjusted for the impact of the following items that are either non-cash or that we do not consider representative of our ongoing operating performance: gain or loss on sale or disposition of assets, settlement and impairment charges, equity-based compensation expense, acquisition-related expense, gains or losses from changes in the tax receivable agreement liability, expense or income related to changes in the fair value measurement of contingent consideration, restructuring charges and other non-recurring items.

As Adjusted EBITDA omits certain non-cash items and other non-recurring cash charges or other items, we believe that it is less susceptible to variances that affect our operating performance resulting from depreciation, amortization and other non-cash and non-recurring cash charges or other items. We present Adjusted EBITDA, and the related Adjusted EBITDA margin, because we believe they are useful as supplemental measures in evaluating the performance of our operating businesses and provide greater transparency into our results of operations. Our management uses Adjusted EBITDA and Adjusted EBITDA margin as factors in evaluating the performance of our business.

Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider these measures either in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Some of these limitations are:

●

these measures do not reflect changes in, or cash requirements for, our working capital needs;

●

these measures do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

●

these measures do not reflect our income tax expense or the cash requirements to pay our taxes;

●

these measures do not reflect the cash requirements to pay dividends to stockholders of our Class A common stock and tax and other cash distributions to our non-controlling unitholders;

●

these measures do not reflect the cash requirements pursuant to the Tax Receivable Agreements (“TRAs”);

●

these measures do not reflect the cash requirements for share repurchases;

●

these measures do not reflect the cash requirements for the settlements of certain industry class-action lawsuits and other legal settlements;

●

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and these measures do not reflect any cash requirements for such replacements;

38

Table of Contents

●

although equity-based compensation is a non-cash charge, the issuance of equity-based awards may have a dilutive impact on earnings or loss per share; and

●

other companies may calculate these measures differently, so similarly named measures may not be comparable.

The adjustments to EBITDA in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior periods. The exclusion of these charges and costs in future periods will have a significant impact on our Adjusted EBITDA. We are not able to provide a reconciliation of anticipated non-GAAP financial information for future periods to the corresponding U.S. GAAP measures without unreasonable effort because of the uncertainty and variability of the nature and amount of these future charges and costs.

A reconciliation of Adjusted EBITDA to net income (loss) is set forth in the following table (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2025

​

2024

​

2023

Net income (loss)

​

$

13,433

​

$

8,077

​

$

(98,486)

Depreciation and amortization

​

​

25,848

​

​

29,561

​

​

32,414

Interest expense

​

​

31,700

​

​

36,258

​

​

35,741

Interest income

​

​

(3,580)

​

​

(3,738)

​

​

(4,420)

Provision for income taxes

​

​

6,195

​

​

(1,877)

​

​

56,947

EBITDA

​

​

73,596

​

​

68,281

​

​

22,196

Settlement and impairment charges (1)

​

​

(1,542)

​

​

5,483

​

​

73,783

Equity-based compensation expense

​

​

16,627

​

​

18,855

​

​

19,536

Fair value adjustments to contingent consideration (2)

​

​

(109)

​

​

(225)

​

​

(533)

Restructuring charges (3)

​

​

2,536

​

​

1,227

​

​

4,210

Change in estimated tax receivable agreement liability (4)

​

​

715

​

​

1,219

​

​

(25,298)

Other adjustments (5)

​

​

1,898

​

​

2,860

​

​

2,394

Adjusted EBITDA

​

$

93,721

​

$

97,700

​

$

96,288

(1)

During 2025, we recorded a cost recovery in connection with a previous settlement, that was received in the fourth quarter of 2025 from an escrow fund from a prior acquisition. This was partially offset by the settlement of an immaterial legal matter and an impairment recognized on an office lease in Canada, see Note 3, Leases, for additional information on our leases. During 2024 and 2023, represents the settlements of certain industry class-action lawsuits and other legal settlements, see Note 13, Commitments and Contingencies, for additional information. During 2023, in connection with our annual goodwill impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage segment exceeded its fair value, resulting in an impairment charge to the Mortgage reporting unit goodwill. See Note 7, Intangible Assets and Goodwill, for additional information.

(2)

Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 10, Fair Value Measurements, to the accompanying consolidated financial statements for additional information.

(3)

During 2025 and 2024, we restructured our support services to further enhance the overall customer experience. Additionally, during 2023, we announced a reduction in force and reorganization intended to streamline our operations and yield cost savings over the long term. See Note 2, Summary of Significant Accounting Policies, for additional information.

(4)

Change in estimated tax receivable agreement liability is the result of a valuation allowance on deferred tax assets. See Note 4, Non-controlling Interest and Note 11, Income Taxes, for additional information.

(5)

Other adjustments are primarily made up of losses on disposal of assets in 2025 and employee retention related expenses from our CEO transition in 2024 and 2023.

Liquidity and Capital Resources

Overview of Factors Affecting Our Liquidity

Our liquidity position is influenced by trends in our agent, loan originator, and franchise base, as well as conditions in the real estate and mortgage markets. Our short-term liquidity position has fluctuated and will continue to be impacted by various factors, including agent count in the REMAX network—particularly in Company-Owned Regions—and, to a lesser

39

Table of Contents

extent, the number of open Motto offices. Additionally, the timing and scale of new revenue diversification opportunities may also affect our and liquidity.

(i)

cash receipt of revenues;

(ii)

payment of selling, operating and administrative expenses;

(iii)

net investments in our Real Estate and Mortgage segments;

(iv)

cash consideration for acquisitions and acquisition-related expenses;

(v)

principal payments and related interest payments on our Senior Secured Credit Facility;

(vi)

corporate tax payments paid by the Company;

(vii)

payments to the TRA parties pursuant to the TRA’s;

(viii)

payments related to legal settlements including the settlements of certain industry class-action lawsuits and other legal settlements;

(ix)

distributions and other payments to non-controlling unitholders pursuant to the terms of RMCO’s limited liability company operating agreement (“the RMCO, LLC Agreement”);

(x)

dividend payments to stockholders of our Class A common stock; and

(xi)

share repurchases.

We have satisfied our liquidity requirements primarily through our existing cash balances, cash generated by our operations and funds available under our Senior Secured Credit Facility. We may pursue other sources of capital that may include other forms of external financing, such as additional financing in the public capital markets, in order to increase our cash position and preserve financial flexibility as needs arise.

Financing Resources

RMCO and RE/MAX, LLC, a wholly owned subsidiary of RMCO, have a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders party thereto (the “Senior Secured Credit Facility”), which was amended and restated on July 21, 2021 to refinance our previous facility. The revised facility provides for a seven-year $460.0 million term loan facility which matures on July 21, 2028 and a $50.0 million revolving loan facility, which was amended on September 30, 2025, to extend the maturity from July 21, 2026 to April 21, 2028, if any amounts are drawn. The Senior Secured Credit Facility also provides for incremental facilities under which RE/MAX, LLC may request to add one or more tranches of term facilities or increase any then existing credit facility in the aggregate principal amount of up to $100 million (or a higher amount subject to the terms and conditions of the Senior Secured Credit Facility), subject to lender participation.

The Senior Secured Credit Facility is guaranteed by RMCO and is secured by a lien on substantially all of the assets of RE/MAX, LLC and other operating companies.

The Senior Secured Credit Facility requires us to repay term loans at approximately $1.2 million per quarter. We are also required to repay the term loans and reduce revolving commitments with (i) 100% of proceeds of any incurrence of additional debt not permitted by the Senior Secured Credit Facility, (ii) 100% of proceeds of asset sales and 100% of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50% of Excess Cash Flow (or “ECF”) as defined in the Senior Secured Credit Facility, at the end of the applicable fiscal year if RE/MAX, LLC’s Total Leverage Ratio (or “TLR”) as defined in the Senior Secured Credit Facility, is in excess of 4.25:1. If the TLR as of the last day of such fiscal year is equal to or less than 4.25:1 but above 3.75:1, the repayment percentage is 25% of ECF and if our TLR as of the last day of such fiscal year is less than 3.75:1, no repayment from ECF is required. As of December 31, 2025, no ECF payment was required because the TLR was below 3.75:1.

The Senior Secured Credit Facility provides for customary restrictions on, among other things, additional indebtedness, liens, dispositions of property, dividends, share repurchases, other distributions, transactions with affiliates and fundamental changes such as mergers, consolidations, and liquidations. In general, we can make unlimited restricted payments – including dividends and share repurchases – if the TLR does not exceed 3.50:1 (both before and after giving effect to such payments). If the TLR exceeds 3.50:1, we will be generally limited in the amount of restricted payments we can make up to the greater of $50 million or 50% of RE/MAX LLC’s consolidated EBITDA on a trailing twelve-month basis (unless we rely on other restricted payment baskets available under the Senior Secured Credit Facility).

40

Table of Contents

We calculate the TLR quarterly and it is based on RE/MAX, LLC’s consolidated indebtedness and consolidated EBITDA on a trailing twelve-month basis, both defined in the Senior Secured Credit Facility. For the twelve-month period ending December 31, 2025, RE/MAX, LLC’s consolidated EBITDA, as defined in the Senior Secured Credit Facility, was $102.6 million and as of December 31, 2025, the TLR was 3.12:1.

With certain exceptions, any default under any of our other agreements evidencing indebtedness in the amount of $15.0 million or more constitutes an event of default under the Senior Secured Credit Facility.

Prior to July 2023, borrowings under the term loans and revolving loans accrued interest, at our option on (a) LIBOR, provided LIBOR was no less than 0.50% plus an applicable margin of 2.50% and, provided further that such rate was adjusted for reserve requirements for eurocurrency liabilities, if any (the “LIBOR Rate”) or (b) the greatest of (i) the prime rate that was quoted by the Wall Street Journal, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Eurodollar Rate plus 1.00%, (such greatest rate, the “ABR”) plus, in each case, an applicable margin of 1.50%. 

After July 2023, due to the transition away from LIBOR, borrowings under the term loans and revolving loans accrue interest, at our option on (a) the adjusted forward-looking term rate based on the Term Secured Overnight Financing Rate (“Adjusted Term SOFR”), provided if the Adjusted Term SOFR would be less than 0.50%, the Adjusted Term SOFR shall be deemed to be 0.50%, plus an applicable margin of 2.50% or (b) the greatest of (i) the prime rate as quoted by the Wall Street Journal, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Adjusted Term SOFR plus 1.00%, (such greatest rate, the “ABR”), provided if the ABR would be less than 1.50%, ABR shall be deemed to be 1.50%, plus in each case, an applicable margin of 1.50%. As of December 31, 2025, the interest rate on the term loan facility was 6.3%.

If any amounts have been drawn on the $50 million revolving line of credit as of the last day of any fiscal quarter, the terms of the Senior Secured Credit Facility require the TLR to not exceed 4.50:1 as of the last day of four consecutive fiscal quarters. As a result, as long as the TLR remains below 4.50:1 access to borrowings under the revolving line of credit will not be restricted. A commitment fee of 0.5% per annum (subject to reductions) accrues on the amount of unutilized revolving line of credit regardless of our TLR. As of the date of this report, no amounts were drawn on the revolving line of credit.

As of December 31, 2025, we had $436.8 million of term loans outstanding and no revolving loans outstanding under our Senior Secured Credit Facility.

Sources and Uses of Cash

As of December 31, 2025, and 2024, we had $118.7 million and $96.6 million, respectively, in cash and cash equivalents, of which approximately $29.8 million and $19.7 million were denominated in foreign currencies, respectively.

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2025

​

2024

Cash provided by (used in):

​

​

​

​

​

​

Operating activities

​

$

40,878

​

$

59,652

Investing activities

​

​

(7,782)

​

​

(5,876)

Financing activities

​

​

(10,750)

​

​

(8,273)

Effect of exchange rate changes on cash

​

​

1,435

​

​

(1,979)

Net change in cash, cash equivalents and restricted cash

​

$

23,781

​

$

43,524

Operating Activities

Cash provided by operating activities decreased primarily due to a decrease in Adjusted EBITDA, an increase in net settlement payments (including the release of the Canadian Settlement Amount, partially offset by the receipt of the cost

41

Table of Contents

recovery in connection with a previous settlement from an escrow fund from a prior acquisition), and timing differences on various operating assets and liabilities, partially offset by lower interest payments.

Investing Activities

For the year ended December 31, 2025, the change in cash used in investing activities was primarily the result of higher spend on capitalizable investments in technology and certain property and equipment in the current year, a decrease in collections on loans receivable, and increases in other investments, partially offset by lower spend on leased buildings other than our corporate headquarters.

Financing Activities

For the year ended December 31, 2025, cash used in financing activities was higher primarily due to higher tax withholding payments for share-based compensation and timing of contingent consideration payments.

Capital Allocation Priorities

Liquidity

Our objective is to maintain a strong liquidity position. We have existing cash balances, cash flows from operating activities and access to incremental facilities under our Senior Secured Credit Facility available to support the needs of our business. As needs arise, we may seek additional financing in the public capital markets.

Acquisitions

As part of our growth strategy, we may pursue additional acquisitions or investments in complementary businesses, services and technologies that would provide access to new markets, revenue streams, or otherwise complement our existing operations. We may fund any such growth with various sources of capital including existing cash balances and cash flow from operations, as well as proceeds from debt financings including under existing credit facilities or new arrangements raised in the public capital markets.

Capital Expenditures

The total aggregate amount for purchases of property and equipment and capitalization of developed software was $7.4 million, $6.6 million and $6.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts primarily relate to investments in technology and spend on property and equipment. Total capital expenditures for 2026 are expected to be between $9.0 million and $11.0 million. See Financial and Operational Highlights above for additional information.

Return of Capital

In the first three quarters of 2023, as disclosed in Note 5, Earnings Per Share and Dividends, our Board of Directors approved quarterly cash dividends of $0.23 per share on all outstanding shares of Class A common stock. During the fourth quarter 2023, in light of the settlement of an industry class-action lawsuit (for additional information See Note 13, Commitments and Contingencies) and ongoing challenging housing and mortgage market conditions, our Board of Directors suspended our quarterly dividend and therefore no dividends have been paid since.

During the first quarter of 2022, our Board of Directors authorized a common stock repurchase program of up to $100 million. The share repurchase program does not obligate the Company to purchase any amount of common stock and does not have an expiration date. The share repurchase program may be suspended or discontinued at any time. As of December 31, 2025, $62.5 million remained available under the share repurchase authorization.

Future capital allocation decisions with respect to return of capital either in the form of future dividends, and if declared, the amount, payment and timing of any such future dividend, or in the form of share buybacks, will be at the sole discretion of our Board of Directors who will take into account general economic, housing and mortgage market conditions, the Company’s financial condition, available cash, current and anticipated cash needs, any applicable restrictions pursuant to the terms of our Senior Secured Credit Facility and any other factors that the Board of Directors considers relevant.

42

Table of Contents

Distributions and Other Payments to Non-controlling Unitholders by RMCO

Distributions to Non-Controlling Unitholders Pursuant to the RMCO, LLC Agreement

As authorized by the RMCO, LLC Agreement, RMCO makes cash distributions to its members, Holdings and RIHI. Distributions are required to be made by RMCO to its members on a pro-rata basis in accordance with each members’ ownership percentage in RMCO. These distributions have historically been either in the form of payments to cover its members’ estimated tax liabilities, dividend payments, or payments to ensure pro-rata distributions have occurred.

As a limited liability company (treated as a partnership for income tax purposes), RMCO does not incur significant domestic federal, state or local income taxes, as these taxes are primarily the obligations of its members. RMCO is generally required to distribute cash to its members to cover each member’s estimated tax liabilities, if any, with respect to their allocable share of RMCO earnings. Such distributions are required if any other distributions from RMCO (i.e., in the form of dividend payments) for the relevant period are otherwise insufficient to enable each member to cover its estimated tax liabilities.

Holdings’ only source of cash flow from operations is in the form of distributions from RMCO. Holdings may receive distributions from RMCO on a quarterly basis equal to the dividend payments Holdings made to the stockholders of its Class A common stock. As a result, absent any additional distributions, Holdings may have insufficient funds to cover its estimated tax and TRA liabilities. Therefore, as necessary, RMCO makes a separate distribution to Holdings, and because all distributions must be made on a pro-rata basis, RIHI receives a separate payment to ensure such pro-rata distributions have occurred.

Payments Pursuant to the Tax Receivable Agreements

As of December 31, 2025, the Company reflected a total liability of $1.5 million under the terms of its TRAs, to be paid in 2026. The liability pursuant to the TRAs will increase upon future exchanges by RIHI of RMCO common units or with future reversals of the valuation allowances, with the increase representing 85% of the estimated future tax benefits, if any, resulting from such exchanges. Payments are made on this liability as tax benefits are realized by Holdings.

Distributions and other payments paid to non-controlling unitholders pursuant to the RMCO, LLC Agreement were immaterial for the years ended December 31, 2025 and 2024. Payments pursuant to the TRAs were $0.8 million and $0.5 million for the year ended December 31, 2025 and 2024, respectively.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2025 and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Payments due by Period

​

​

Total

​

Less than 1 year

​

1-3 years

​

3-5 years

​

After 5 years

Senior Secured Credit Facility (including current portion) (1)

​

$

439,300

​

$

4,600

​

​

434,700

​

​

—

​

​

—

Interest payments on credit facility (2)

​

​

71,049

​

​

28,084

​

​

42,965

​

​

—

​

​

—

Undiscounted lease obligations (3)

​

​

19,137

​

​

8,056

​

​

10,504

​

​

495

​

​

82

Payments pursuant to tax receivable agreements (4)

​

​

1,542

​

​

1,542

​

​

—

​

​

—

​

​

—

Vendor contracts (5)

​

​

79,516

​

​

54,619

​

​

24,897

​

​

—

​

​

—

Estimated undiscounted contingent consideration payments (6)

​

​

1,334

​

​

1,334

​

​

—

​

​

—

​

​

—

​

​

$

611,878

​

$

98,235

​

$

513,066

​

$

495

​

$

82

(1)

We have reflected full payment of our Senior Secured Credit Facility in July 2028 at maturity. The Senior Secured Credit Facility may require additional prepayments throughout the term of the loan based on our TLR as discussed above.

(2)

The variable interest rate on the Senior Secured Credit Facility is assumed at the interest rate in effect as of December 31, 2025 of 6.3%.

(3)

We are obligated under non-cancellable leases for offices and equipment. Future payments under these leases and commitments, net of payments to be received under sublease agreements of $5.5 million in the aggregate, are included in the table above, See Note 3, Leases, to the accompanying consolidated financial statements for more information.

(4)

As described elsewhere in this Annual Report on Form 10-K, we entered into TRAs, that will provide for the payment by us of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we

43

Table of Contents

realize as a result of tax deductions arising from the increase in tax basis in RMCO’s assets. The amounts presented above are undiscounted.

(5)

Represents outstanding purchase orders or contracts with vendors initiated in the ordinary course of business for operating and capital expenditures, including payments from the Marketing Funds.

(6)

Represents estimated undiscounted payments to the former owner of Motto as required per the purchase agreement. See Note 10, Fair Value Measurements, to the accompanying consolidated financial statements for more information.

Commitments and Contingencies

Our management does not believe there are any matters involving us that could result, individually or in the aggregate, in a material adverse effect on our financial condition, results of operations and cash flows.

Off Balance Sheet Arrangements

We have no material off balance sheet arrangements as of December 31, 2025.

Critical Accounting Judgments and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base estimates on historical experience and other assumptions believed to be reasonable under the circumstances and evaluate these estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies. We believe that the accounting policies and estimates discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Mortgage Goodwill

We assess goodwill for impairment at least annually or whenever an event occurs, or circumstances change that would indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which segment management reviews operating results. We perform our required impairment testing annually on October 1. For most of our reporting units, the fair value of the reporting unit exceeds its carrying value at the latest assessment date and only a qualitative impairment test was performed.

During the 2023 annual impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage segment exceeded its fair value. Its fair value is tied primarily to franchise sales over the next several years and the discount rate used in our discounted cash flow analysis. Therefore, we fully impaired the reporting unit’s goodwill and recorded a non-cash impairment charge of $18.6 million. See Note 7, Intangible Assets and Goodwill, for additional information.

Deferred Tax Assets and TRA Liability

As discussed in Item 1. Business, Holdings has twice acquired significant portions of the ownership in RMCO. When Holdings acquired this ownership in the form of common units, it received a significant step-up in tax basis on the underlying assets held by RMCO. The step-up is principally equivalent to the difference between (1) the fair value of the underlying assets on the date of acquisition of the common units and (2) their tax basis in RMCO, multiplied by the percentage of units acquired. The majority of the step-up in basis relates to intangibles assets, primarily franchise agreements and goodwill, and is included within deferred tax assets on our consolidated balance sheets. In addition, the step-up is governed by complex IRS rules that limit which intangibles are subject to step-up, and also imposes further limits on the amount of step-up. Given the magnitude of the deferred tax assets and complexity of the calculations, small adjustments to our model used to calculate these deferred tax assets can result in material changes to the amounts recognized, especially in years when Holdings acquires ownership interest in RMCO. There were no redemptions of common units in RMCO in the periods presented. However, if more common units of RMCO are redeemed by RIHI, the percentage of RE/MAX Holdings’ ownership of RMCO will increase, and additional deferred tax assets will be created as additional tax basis step-ups occur and such amounts are likely to be material.

44

Table of Contents

Pursuant to the TRA agreements, Holdings makes annual payments to RIHI and Parallaxes Rain Co-Investment, LLC (“Parallaxes”) (a successor to the TRAs prior owners) equivalent to 85% of any tax benefits realized on each year’s tax return from the additional tax deductions arising from the step-up in tax basis. A TRA liability of $1.5 million exists as of December 31, 2025 for the future cash obligations expected to be paid under the TRAs and is not discounted. The calculation of this liability is a function of the step-up described above and therefore has the same complexities and estimates. Similar to the deferred tax assets, these liabilities would likely increase materially if RIHI redeems additional common units of RMCO or with future reversals of the valuation allowances.

Allowance Against Accounts and Notes Receivable

We record estimates of expected credit losses against our accounts and notes receivable based on historical experience, the credit quality of specific accounts, and general economic conditions that can affect our performance, including changes in interest rates or the number of existing home sales, which are expected to impact the performance of our franchisees, agents and loan originators. We review our allowance for doubtful accounts and notes policy periodically, reflecting current risks, trends, and changes in industry conditions.

The allowance for doubtful accounts was $12.6 million and $11.2 million at December 31, 2025 and 2024, respectively, an increase of $1.4 million. Accounts receivable balances greater than 90 days past due as a percent of accounts receivable at December 31, 2025 increased to 44% from 40% at December 31, 2024, which was primarily attributable to ongoing economic uncertainties and difficult housing and mortgage market conditions in the U.S. and Canada and continued uncertainty in the global economy.

Although we believe the allowance for doubtful accounts is sufficient, a decline in economic conditions could lead to the deterioration in the financial condition of our customers, resulting in an impairment of their ability to make payments and requiring additional allowances that could materially impact our consolidated results of operations. We believe our exposure to customer credit risk is limited due to the large number of customers comprising our customer base.

New Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, for recently issued accounting pronouncements applicable to us and the effect of those standards on our financial statements and related disclosures.