RE/MAX Holdings, Inc. (RMAX) Business

ITEM 1. BUSINESS

Overview

We are one of the world’s leading franchisors in the real estate industry. We franchise real estate brokerages worldwide under the RE/MAX® brand (“REMAX”) and mortgage brokerages in the United States under the Motto® Mortgage brand (“Motto”). We also provide ancillary products and services to our franchise networks, including marketing services, technology platforms, and mortgage loan processing services to our Motto network and other third parties through our wemlo® brand.

REMAX and Motto are 100% franchised. We do not own or operate brokerage offices. Instead, we provide franchisees with the right to use our brands, technology offerings, and value proposition while franchisees fund and manage their own operations. As a result, we maintain a low fixed-cost structure and generate revenue primarily from recurring fee-based sources, producing strong margins and cash flow.

We focus on operational efficiency, innovation, and delivering a high-quality experience for franchisees, agents, loan originators, and consumers. Our scale enables us to invest in education, technology, and marketing initiatives, that strengthen our brands and enhance competitive advantages. We are committed to delivering the best experience in everything real estate.

Our History

REMAX was founded in 1973 with an innovative, entrepreneurial culture grounded in a differentiated economic structure affording our franchisees and their agents the flexibility to operate their businesses with great independence. In the early years of our expansion in the U.S. and Canada, we accelerated the brand’s growth by selling regional franchise rights to independent owners for certain geographic regions, a practice we still employ in countries outside of the U.S. and Canada. The REMAX global franchise network now has a presence in over 120 countries and territories, resulting in a global footprint that is unmatched by any other real estate brand. On June 25, 2013, RE/MAX Holdings, Inc. (“Holdings” or the “Company”) was formed as a Delaware corporation. On October 7, 2013, we completed an initial public offering of our Class A common stock, which trades on the New York Stock Exchange under the symbol “RMAX”. In October 2016, we launched Motto, the first national mortgage brokerage franchise brand in the U.S. In September 2020, we acquired wemlo, an innovative fintech company that provides third-party mortgage loan processing services.

Our Brands

REMAX. REMAX is the #1 name in real estate, according to the MMR Strategy Group study of unaided brand awareness. Our strategy is to capitalize on this strong market position by selling franchises and helping our franchisees recruit and retain trustworthy and highly productive agents. The REMAX brand is built on the strength of our global, entrepreneurial franchise network and our agent-centric economic models that help to attract, develop and retain among the industry’s most trusted, productive and professional agents by offering flexible economic options that empower agents to retain a larger portion of their commissions. Some REMAX affiliates may also sell luxury real estate under the RE/MAX Collection® brand and commercial real estate under the RE/MAX Commercial® brand. Over 50 years, our unique agent‑centric approach, has empowered millions of home buyers and sellers to achieve their goal; since 2020 alone, REMAX agents have been a part of over 10 million transactions, creating several competitive advantages along the way:

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Motto. The Motto franchise model offers U.S. real estate brokers, real estate professionals, mortgage professionals and other investors access to the mortgage brokerage industry. Motto is highly complementary to our REMAX real estate business and is designed to improve the profitability of real estate brokerages and professionals by providing diversified revenue and income streams. Residential real estate brokerage owners and teams who own and operate a Motto franchise offer potential homebuyers an opportunity to find both real estate agents and independent Motto loan originators at offices near each other. Motto loan originators offer homebuyers with competitive financing choices by providing access to a variety of quality loan options from multiple leading wholesale lenders. Motto provides powerful technology, including the proprietary Loan Brokering System (“LBS”) through wemlo, which has been specifically designed and tailored to loan originators operating in the mortgage brokerage channel. The LBS and other technology offerings are designed to simplify the mortgage process and help franchisees and loan originators comply with complex mortgage regulations. Motto franchisees are independently owned mortgage brokerage businesses and do not operate as lenders or mortgage bankers. As the franchisor of the Motto brand and network, we do not originate, fund, or service mortgage loans and are not a lender, mortgage banker, or mortgage broker.

wemlo. wemlo is a cloud-based fintech platform designed to improve efficiency and scalability within the mortgage brokerage channel. By integrating third-party loan processing services with the Loan Broker System (“LBS”), the platform standardizes workflows, automates administrative tasks, and enhances visibility across the loan lifecycle. LBS serves as the system of record for the Motto franchise network and supports consistent, high-quality processing through structured, technology-enabled workflow management.

Our Industries

Approximately 93% of our total revenue is generated in the U.S. and Canada. Approximately 91% of our Real Estate segment revenue is derived from franchising operations in the U.S. and Canada, and 100% of our Mortgage segment revenues are generated in the U.S. Accordingly, macro-economic developments in the U.S. and Canadian real estate and mortgage markets significantly influence our business. These factors include interest rates, inflation, housing supply and demand dynamics and consumer confidence. In 2022, interest rates began to rise, contributing to a decline in residential real estate and mortgage transaction activity in the U.S. and Canada and the housing market conditions have remained challenging. The residential real estate market in the U.S. and Canada is cyclical. Despite this cyclicality, these markets remain significant in scale with approximately $2.0 trillion and $0.3 trillion, respectively, based on 2025 sales volume data and median price data from the National Association of Realtors (“NAR”), the U.S. Census Bureau and the Canadian Real Estate Association (“CREA”).

Real estate agents are central to the residential real estate transaction, with 91% of all U.S. home sellers and 88% of U.S. homebuyers being represented by a real estate agent in 2025, according to NAR data. These figures have climbed over the last two decades—a period during which technology has materially changed the typical home-buying or selling transaction. We expect that advancements in technology, including with respect to artificial intelligence (“AI”) will continue.

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Competition for highly productive agents and listings remains intense. The industry continues to attract new entrants employing alternative business models, technology-enabled platforms, and consolidation strategies, which has increased competitive pressure for talent, transaction volume, and market share.

The mortgage brokerage industry also generally benefits from periods of increasing home sales activity and rising home prices, as this can result in increased purchase-money mortgage originations and from periods when homeowners refinance to take advantage of lower interest rates. The mortgage brokerage industry is usually adversely impacted in periods of decreasing home sales activity, as this results in fewer purchase-money mortgage originations, and periods of high interest rates, making homeowners less likely to refinance.

Our Franchising Model and Offerings

The REMAX Franchise Offering. REMAX is a 100% franchised business, with all REMAX branded brokerage office locations being operated by franchisees. We franchise directly in the U.S. and Canada, in what we call “Company-Owned Regions.” Franchisees (or broker-owners), in turn, enter independent contractor relationships with real estate agents who represent real estate buyers and sellers. In general, franchisees do not receive an exclusive territory in the U.S. except under certain limited circumstances.

In the early years of our expansion in the U.S. and Canada, we sold regional franchise rights to independent owners for certain geographic territories, referred to as “Independent Regions”, under agreements granting those regions the exclusive right to sell franchises within their territories. Over time, we have implemented a strategy to reacquire those regional franchise rights in the U.S. and Canada. Our remaining Independent Regions cover nine states, portions of one additional state, and the province of Quebec.

We believe the traditional agent-assisted business model, especially when supported by trusted, professional, and highly productive agents, compares favorably to alternative models in the residential real estate industry. We believe full-service brokerages are best suited to address many of the key characteristics of real estate transactions, including:

Our model maximizes REMAX agents’ productivity by providing the following combination of benefits to our franchisees and agents:

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In a continued effort to enhance our value proposition, in 2025, we launched Marketing as a Service (“MaaS”), a data-driven platform designed to help brand affiliates across the U.S. and Canada market listings, engage with clients and drive business growth. MaaS is an AI-enabled system that enables affiliates including brokers, owners, agents and teams to launch marketing campaigns with greater efficiency. The platform includes automated listing packages, AI generated marketing videos, to customizable ad programs and real-time analytics consolidating various marketing tools into a single platform. We plan to launch MaaS in international markets outside of the U.S. and Canada in 2026, where we see sufficient customer demand and market opportunity.

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The Motto Franchise Offering. We believe mortgage brokers and their affiliated loan originators provide choice and a valuable “concierge” service for consumers. Mortgage brokers are familiar with the latest loan programs, products and choices available through various wholesale lenders. A professional mortgage broker and their affiliated loan originators can introduce consumers to loan programs from several lenders, providing choice and information that consumers may be unlikely to locate on their own. In 2025, approximately 20% of mortgage originations were handled by mortgage brokerages (1). We believe there is long-term potential for the mortgage brokerage channel to continue to increase market share.

Motto is the first and only national mortgage brokerage franchise brand in the U.S. We are a mortgage brokerage franchisor, not a lender, banker or mortgage brokerage. Our franchisees operate as independent brokers, not lenders or bankers, and so neither we nor our franchisees fund or service any loans. As a franchisor, we help our Motto franchisees establish independent mortgage brokerage companies, with a model designed to comply with complex regulations, essentially providing a "mortgage brokerage in a box". This model not only creates an ancillary business opportunity for current real estate brokerage firms and professionals but also offers opportunities for mortgage professionals seeking to open their own businesses and other independent investors interested in providing home financing services. The Motto model offers value to our franchisees by offering:

Our mortgage brokerage franchisor, Motto Franchising, LLC, offers seven-year agreements with franchisees. Motto sells franchises directly throughout the U.S. as there are no regional franchise rights in the Motto system. Our customers are both REMAX and non-REMAX real estate brokers, real estate professionals, independent mortgage professionals and other investors seeking access to the mortgage brokerage industry.

(1) Source: Inside Mortgage Finance. Copyright 2026

Our Competition

REMAX. The residential real estate brokerage industry is fragmented and highly competitive. We compete against many different types of competitors including traditional real estate brokerages and non-traditional real estate brokerages, including some that offer deeply discounted commissions to consumers and others which operate virtually without brick-and-mortar brokerage offices. We compete for franchisees, agents, and consumers across these segments.

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Many brokerages are independent, with the best-known independent brokerages being regional players. At the individual office level, our most formidable competition is a local, independent brokerage. Brokerages affiliated with franchises tend to be larger, on average, than independents and are part of a national network. Our largest national competitors in the U.S. and Canada include the six brands recently acquired by Compass International Holdings from Anywhere Real Estate Inc. (Century 21, Coldwell Banker, ERA, Sotheby’s, Corcoran and Better Homes and Gardens), Berkshire Hathaway Home Services, eXp Realty, Keller Williams Realty, Inc., and Royal LePage (in Canada). Our franchisees also compete to attract and retain agents against real estate franchisors that offer 100% commissions and low fees to agents at firms like HomeSmart and Realty ONE Group. National brokerage models operate both with and without a physical footprint, including cloud-based brands eXp Realty, the REAL Brokerage, LPT Realty and Fathom Realty which have gained significant market share in recent years as competition for individual agents and teams has continued to intensify.

A trend toward large-scale and small-scale mergers and acquisitions among independent and national brokerages, franchisees and franchisors in the industry is ongoing. The resulting consolidation of brokerages and brokerage brands can increase the market share of the acquiring companies along with the resources they have to pursue strategies to outperform their competitors.

Motto. The mortgage brokerage business in which Motto franchisees participate is highly competitive and competition for talented loan originators and loan processors is often intense. Wholesale lenders may provide similar services to those offered within the Motto system. There are no other national mortgage brokerage franchises in the United States. However, in 2022, a new regional mortgage brokerage franchise brand began operations. The mortgage origination business is characterized by a variety of business models. While real estate brokerage owners are our core market for the purchase of Motto franchises, such owners may form independent, non-franchised mortgage brokerages, mortgage bankers or correspondent lenders. They may enter joint ventures with mortgage lenders, brokers or bankers for mortgage originations, and they may elect not to enter the mortgage origination business themselves but instead earn revenue from providing marketing and other services to mortgage lenders, brokers or bankers.

Our Value Creation and Growth Strategy

As a franchisor, we generate favorable margins and meaningful cash flow that facilitate our value creation and growth strategy, and when appropriate and feasible, returning capital to our stockholders. As a leading franchisor in the residential real estate industry in the U.S., Canada and globally, as well as a leading franchisor in the residential mortgage industry in the U.S., we create shareholder value by:

Segment Revenue and Profit

As a franchisor, we maintain a low fixed-cost structure. Our stable, asset-light, fee-based model derives a majority of our revenue from recurring fees paid by our REMAX and Motto franchisees, REMAX Independent Region franchise owners and REMAX agents. This combination contributes strong margins and consistent cash flow. We have three reportable segments: Real Estate, Mortgage and Marketing Funds.

Real Estate comprises our real estate brokerage franchising operations under the REMAX brand name and corporate-wide shared services expenses. Mortgage is comprised of our mortgage brokerage franchising operations under the Motto brand and mortgage loan processing software and services under the wemlo brand. Marketing Funds represents our marketing campaigns designed to build and maintain brand awareness for both of our franchise brands and the costs

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of agent marketing technology such as BoldTrail. Other Revenue contains all other operations which are quantitatively insignificant.

Historically most of our revenue is recurring in nature and driven by the number of agents in the REMAX network and the number of open offices in the Motto network. Our recurring revenue streams include continuing franchise fees, which are fixed contractual fees paid monthly (a) by regional franchise owners in Independent Regions or franchisees in Company-Owned Regions based on the number of REMAX agents in the respective franchised region or office or (b) by Motto franchisees based on the number of open offices, and annual dues, which are paid annually by REMAX agents. For the years ended December 31, 2025, 2024 and 2023, these recurring revenue streams accounted for 65.5%, 67.4% and 66.7% of our revenue excluding the Marketing Funds, respectively. Broker fees are a variable revenue stream and represent a percentage, generally 1%, of the real estate commissions paid by customers when a REMAX agent buys or sells a home. For the years ended December 31, 2025, 2024 and 2023, Broker fees accounted for 24.5%, 22.7% and 21.1% of our revenue excluding the Marketing Funds, respectively.

The remainder of our revenue is derived from franchise sales and renewals, event-based revenue, mortgage loan processing revenue, preferred marketing arrangements, digital advertising revenue, and revenue from our MaaS platform. We evaluate the operating results of our segments based on revenue and adjusted earnings before interest, the provision for income taxes, depreciation and amortization and other non-cash and non-recurring cash charges or other items (“Adjusted EBITDA”). See Note 15, Segment Information, included in “Part II, Item 8.—Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further disclosures about segments and descriptions of Adjusted EBITDA.

Real Estate. The amount of revenue recognized varies significantly depending on whether REMAX affiliates are in Company-Owned Regions in the U.S. and Canada, Independent Regions in the U.S. and Canada, or Global Regions outside of the U.S. and Canada. We receive a higher amount of revenue per agent in our Company-Owned Regions than in our Independent Regions in the U.S. and Canada, and more in Independent Regions in the U.S. and Canada than in Global Regions. We receive the entire amount of the continuing franchise fee, broker fee and initial franchise and renewal fee in Company-Owned Regions, whereas we generally receive only 15% or 30% of the amount of such fees in Independent Regions, which is a fixed rate in each Independent Region established by the terms of the applicable regional franchise agreement. We base our continuing franchise fees, annual dues and broker fees outside the U.S. and Canada on the same structure as our Independent Regions, except that the aggregate level of such fees is substantially lower in these markets. For the years ended December 31, 2025, 2024, and 2023, our average revenue (excluding the Marketing Funds fees) per agent in Company-Owned Regions in the U.S. and Canada was approximately $2,565, $2,570, and $2,550, with approximately $900, $820 and $765 less per agent in Canada than in the U.S. primarily due to different broker fee structures and because of foreign exchange differences between the U.S. dollar and the Canadian dollar. For the years ended December 31, 2025, 2024 and 2023, our average revenue (excluding the Marketing Funds fees) in Independent Regions in the U.S. and Canada was approximately $765, $770, and $800, and in Global Regions outside of the U.S. and Canada was approximately $225, $220, and $205, respectively.

Mortgage. We believe the growth and success of our Mortgage segment depends on providing real estate brokers and other entrepreneurs with opportunities for revenue and earnings diversification – a strategy we believe is increasingly important in the face of shifting housing market conditions. Our revenue is derived in the U.S. from fixed monthly fees, franchise sales and renewals, and mortgage loan processing. The monthly fees are initially discounted and ramp up to the full fixed monthly fee of $4,650 at set intervals over the initial 12-month period from date of franchise sale. Subsequently, we charge a fixed monthly fee of $4,650 throughout the remainder of the franchise agreement term. This revenue is included in Continuing Franchise Fees. As of December 31, 2025, we had approximately 91% of our billed offices being charged the full fixed monthly fee. Our average monthly fee revenue per office for Motto was approximately $3,900 for the year ended December 31, 2025 and $3,800 for the years ended December 31, 2024 and 2023, respectively.

Despite a challenging mortgage market, our Mortgage segment continues to demonstrate resilience. In 2025, we appointed a new President of Mortgage Services to lead strategic growth initiatives across Motto and wemlo, reinforcing our commitment to expanding our mortgage offerings. In early 2026, leveraging feedback from the Motto network, input from prospects, and knowledge gained from the new REMAX optional economic models, we introduced a new Motto franchise financial model for new Motto franchisees that transitions from an entirely fixed monthly fee to a fixed monthly fee of $2,500 plus a variable fee of 25 basis points per closed loan. The new Motto franchise financial model is optional for existing Motto franchisees as of December 31, 2025, is designed to provide greater flexibility and a more competitive fee structure.

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For our wemlo mortgage loan processing revenue, we charged a fixed processing fee of approximately $825 for each loan closed through a Motto franchise and a fixed processing fee of $995 for most loans closed through external customers.

Marketing Funds. Our Marketing Funds revenue is derived primarily from REMAX franchisees in Company-Owned Regions based on the number of REMAX agents in the respective franchise, with smaller contributions by Independent Region owners and Motto franchisees. Marketing Funds revenues are fixed contractual fees paid monthly by REMAX and Motto franchisees based on the terms outlined in the franchise agreement.

See Note 2, Summary of Significant Accounting Policies, included in “Part II, Item 8.—Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further disclosures about our various revenue streams.

Intellectual Property

We believe that our intellectual property rights contribute significantly to the success of our business and our competitive position. Our RE/MAX® trademark has been in use for over fifty years, and we believe consumers have come to recognize the REMAX brand as being synonymous with high-quality real estate service. We regard our REMAX trademark, balloon logo and property sign design trademarks as having significant value. We protect the REMAX, Motto and wemlo brands through a combination of trademarks and copyrights. We strategically pursue registration of important trademarks and actively protect our brands in the U.S. and internationally against third-party infringement. We have registered the RE/MAX trademark in the U.S., Canada, and over 150 other countries and territories, and have registered various versions of the REMAX balloon logo and real estate property sign design in numerous countries and territories as well. We have registered Motto® and Motto Mortgage® as trademarks in the U.S. and registered Motto as a trademark in other countries as well. We have also registered the wemlo trademark in the U.S. and Canada. Our franchisees, Independent Regions and Global Regions actively use the REMAX and Motto trademarks pursuant to their franchise or regional agreements with us. We also are the registered holder of remax.com, remax.ca, mottomortgage.com and a number of other domain names that include “remax,” “motto” or “wemlo,” including domains that we offer to our Global Regions to use as their primary internet address.

Corporate Structure and Ownership

Holdings is a holding company incorporated in Delaware and its only business is to act as the sole manager of RMCO, LLC (“RMCO”). In that capacity, Holdings operates and controls all the business and affairs of RMCO. RMCO is a holding company that is the direct or indirect parent of all our operating businesses, including RE/MAX, LLC and Motto Franchising, LLC. As of December 31, 2025, Holdings owns 61.5% of the common units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining 38.5% of common units in RMCO. David Liniger, our Chairman and Co-Founder, and Gail Liniger, our Vice Chair Emerita and Co-Founder, beneficially own a majority and controlling interest in RIHI.

The diagram below depicts our organizational structure:

The holders of Holdings Class A common stock collectively own 100% of the economic interests in Holdings, while RIHI owns 100% of the outstanding shares of Holdings Class B common stock.

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Pursuant to the terms of the Company’s Certificate of Incorporation, RIHI, as holder of all of Holdings’ Class B common stock is entitled to a number of votes on matters presented to Holdings’ stockholders equal to the number of RMCO common units that RIHI holds. Through its ownership of the Class B common stock, RIHI holds 38.5% of the voting power of the Company’s stock as of December 31, 2025. Mr. Liniger is also the beneficial owner of Class A common stock with an additional 1.1% of the voting power of the Company’s stock as of December 31, 2025.

Holdings Ownership of RMCO and Tax Receivable Agreements

At the time of the Company’s IPO in October 2013 and again in November and December 2015, Holdings acquired significant ownership in RMCO in the form of RMCO Common Units. At these times, Holdings acquired 11.5 million and 5.2 million Common Units, respectively, and then issued an equal number of Class A common stock in exchange for these Common Units, which RIHI subsequently sold to the market. When Holdings acquired the aforementioned Common Units, it received a step-up in tax basis for RMCO's assets. This step-up, mainly related to intangible assets including franchise agreements and goodwill, has in the past, and is expected to again in the future, resulted in substantial tax deductions over many years, creating future tax benefits reflected as deferred tax assets. If Holdings acquires more RMCO Common Units from RIHI, its ownership percentage and deferred tax assets will increase, assuming sufficient taxable income. Without sufficient taxable income, a valuation allowance may be recorded against the deferred tax assets.

In October 2013, November and December 2015, Holdings entered into Tax Receivable Agreements (“TRA”) requiring annual payments to TRA holders of 85% of the tax benefits from the deductions Holdings received due to the step-up in tax basis. If there is a taxable loss, payments are deferred until the loss benefit is recognized. As of December 31, 2025, TRA holders are RIHI and Parallaxes Rain Co-Investment, LLC. TRA liabilities were established for the future cash obligations expected to be paid under the TRAs and are not discounted. Similar to the deferred tax assets, the TRA liabilities would increase if Holdings acquires additional Common Units of RMCO from RIHI. The deferred tax assets and related TRA liabilities are valued, in part, based on the enacted U.S. and state corporate tax rates.

In 2023, we determined a valuation allowance was needed for our deferred tax assets due to reduced taxable income primarily from settling costly litigation. This led to a remeasurement of TRA liabilities, resulting in a $25.3 million gain. See Note 11, Income Taxes, and Note 13, Commitments and Contingencies, to the consolidated financial statements included in “Part II, Item 8.—Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further information.

Human Capital Management

As of December 31, 2025, our 519 full-time employees are spread throughout the U.S. and Canada, with approximately half located near our headquarters in Denver, Colorado. As a franchisor, we refer to ourselves as “a business that builds businesses,” and our franchisees are all independently operated. Their employees, including Motto loan originators and independent contractor REMAX agents are therefore not included in our employee count. None of our employees are represented by a union. The following table summarizes the number of employees and employee makeup by function:

When searching for new employees, we look for bright, forward-thinking individuals who are committed to innovation, value teamwork and are passionate about helping entrepreneurs build and grow their businesses. Our mission is to deliver the best experience in everything real estate. To achieve this, we hire individuals who reflect our M.O.R.E. core values:

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Employee engagement. We conduct regular confidential surveys of our employees to determine employee satisfaction and to identify areas of employee engagement that require management attention. A question that is asked as part of these surveys is, “How happy are you working at the Company?” Approximately 70% of respondents answered favorably in the most recent employee survey from the last half of 2025.

Leadership compensation and retention. Our philosophy is that compensation should align the goals of management with the long-term strategy of the Company and the interests of its stockholders and to attract, retain and develop talented people. To achieve this, we seek to provide a competitive level of compensation that rewards for both short-term performance and longer-term value creation, promotes accountability, and incentivizes individual performance aligned with long-term strategy. This philosophy drives all aspects of officer compensation, including our base pay guidelines, annual incentives, and grants of long-term equity-based compensation awards. A substantial portion of each of our executive officer’s compensation is at risk. Annual succession planning for senior leadership is overseen by our Board of Directors, including development plans for the next level of our senior leaders. Annual talent and succession reviews focus on both high performers as well as those with high potential to keep our pipeline of tomorrow’s leaders full.

Development and opportunity. As a franchisor, human capital development and opportunity are foundational elements of our business model. These attributes permeate our networks as we offer motivated entrepreneurs from diverse backgrounds in over 120 countries and territories the opportunity to be successful small business owners in real estate. Moreover, we have been a leader in expanding opportunities for women within real estate since our founding almost 50 years ago. In our early days, one of the keys to our initial success was an intentional decision to target women to join our REMAX network as real estate agents, which helped create professional opportunities for women in a traditionally male-dominated industry at the time. Globally, approximately 49% of our REMAX franchises have at least one female owner and 53% of REMAX agents are women, as of December 31, 2025. We continue to partner with multiple industry advocacy groups that promote diversity and equality in homeownership.

Corporate social responsibility. The REMAX network has supported, since 1992, Children's Miracle Network Hospitals® in the U.S. and Children's Miracle Network® in Canada, to help sick and injured children. Through the Miracle Home® program, participating REMAX agents donate to Children's Miracle Network Hospitals once a home sale transaction is complete. The REMAX network has donated over $218 million to the Children’s Miracle Network Hospitals in the U.S. and Canada combined since 1992. The Motto network aims to bring hope to food-insecure communities through the Motto Mortgage Mission Against Hunger. This initiative organizes food drives nationwide and delivers donations to local food pantries.

Seasonality

The residential housing market is seasonal, with transactional activity in the U.S. and Canada typically peaking in the second and third quarter of each year. Our results of operations are somewhat affected by these seasonal trends. Our Adjusted EBITDA margins are often lower in the first and fourth quarters due primarily to the impact of lower broker fees and other revenue because of lower overall sales volume, as well as higher selling, operating and administrative expenses in the first quarter for expenses incurred in connection with the REMAX annual agent convention.

Government Regulation

Franchise Regulation. The sale of franchises is regulated by various state laws, as well as by the Federal Trade Commission (“FTC”). The FTC requires that franchisors make extensive disclosures to prospective franchisees but does

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not require registration. A number of states require registration or disclosure by franchisors in connection with franchise offers and sales. A number of states require registration and disclosure or impose bonding requirements on “business opportunities” which in some cases do not exempt franchises. Several states also have “franchise relationship laws” that limit the ability of the franchisor to terminate franchise agreements or to withhold consent to the renewal or transfer of these agreements. The states with relationship or other statutes governing the termination of franchises include Arkansas, California, Connecticut, Delaware, Hawaii, Illinois, Indiana, Iowa, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, Rhode Island, Virginia, Washington and Wisconsin. Some franchise relationship statutes require a mandated notice period for termination; some require a notice and cure period; some require that the franchisor demonstrate good cause for termination; and some include buyback requirements. Although we believe that our franchise agreements comply with these statutory requirements, failure to comply with these laws could result in our company incurring civil and criminal liability. In addition, while historically our franchising operations have not been materially adversely affected by such regulation, we cannot predict the effect of any future federal or state legislation or regulation.

Real Estate and Mortgage Regulation. The Real Estate Settlement Procedures Act (“RESPA”) and state real estate brokerage laws and mortgage regulations restrict payments which real estate brokers, mortgage brokers, and other service providers in the real estate industry may receive or pay in connection with the financing of sales of residences, the refinancing of residential mortgage loans and the referral of settlement services, such as real estate brokerage, mortgages, homeowners’ insurance and title insurance. Such laws affect the terms that we may offer in our franchise agreements with Motto franchisees and may to some extent restrict preferred vendor programs, both for Motto and REMAX. Federal, state and local laws, regulations and ordinances related to the origination of mortgages, may affect other aspects of the Motto business, including the extent to which we can obtain data on Motto franchisees’ compliance with their franchise agreements. These laws and regulations include (i) the Federal Truth in Lending Act of 1969 (“TILA”), and Regulation Z (“Reg Z”) thereunder; (ii) the Federal Equal Credit Opportunity Act ("ECOA'') and Regulation B thereunder; (iii) the Federal Fair Credit Reporting Act and Regulation V thereunder; (iv) RESPA, and Regulation X thereunder; (v) the Fair Housing Act; (vi) the Home Mortgage Disclosure Act; (vii) the Gramm-Leach-Bliley Act and its implementing regulations; (viii) the Consumer Financial Protection Act and its implementing regulations; (ix) the Fair and Accurate Credit Transactions Act-FACT ACT and its implementing regulations; and (x) the Do Not Call/Do Not Fax Act and other state and federal laws pertaining to the solicitation of consumers.

Available Information

RE/MAX Holdings, Inc. is a Delaware corporation and its principal executive offices are located at 5075 South Syracuse Street, Denver, Colorado 80237, telephone (303) 770-5531. The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Investor Relations” portion of the Company’s website, www.remaxholdings.com, as soon as reasonably practical after they are filed with the Securities and Exchange Commission (“SEC”). The content of the Company’s website is not incorporated into this report. The SEC maintains a website, www.sec.gov, which contains reports, proxy and information statements, and other information filed electronically with the SEC by the Company.