Press release·08/07/2026 00:22:22

Business Overview

RE/MAX is one of the world’s leading franchisors in the real estate industry. The company franchises real estate brokerages globally under the RE/MAX brand and mortgage brokerages in the U.S. under the Motto Mortgage brand. RE/MAX also sells ancillary products and services to its franchise networks, including marketing services, technology platforms, and mortgage loan processing services.

RE/MAX and Motto are 100% franchised, meaning the company does not own any of the brokerages that operate under these brands. Instead, RE/MAX provides the right to use its brands and a unique value proposition to support its franchisees as they fund their own growth and development. This low fixed-cost structure, combined with RE/MAX’s recurring fee-based models, enables the company to capitalize on the economic benefits of the franchising model, yielding high margins and significant cash flow.

RE/MAX is focused on operating its business efficiently and effectively, maintaining a growth mindset, and delivering the best customer experience. The company provides quality education, innovative technology products, and valuable marketing services to its franchisees. RE/MAX also leverages its size and scale to continue building the strength of its brands and enhance its competitive advantages.

Arrangement Agreement and Plan of Merger

On April 26, 2026, RE/MAX entered into a definitive Arrangement Agreement and Plan of Merger with The Real Brokerage Inc. (Real), under which a newly formed holding company, Real REMAX Group Inc., will acquire both RE/MAX and Real. The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including regulatory and stockholder approvals.

Financial and Operational Highlights – Three Months and Period Ended June 30, 2026

Key highlights include:

• Total revenue of $68.5 million, a decrease of 5.8% from the prior year.
• Revenue excluding the Marketing Funds decreased 5.1% to $51.7 million.
• Net income (loss) attributable to RE/MAX Holdings, Inc. of ($4.3) million, compared to $4.7 million in the prior year.
• Adjusted EBITDA decreased 12.6% to $22.9 million and Adjusted EBITDA margin decreased to 33.5% from the prior year.
• Total agent count increased 1.5% to 149,267 agents.
• U.S. and Canada combined agent count decreased 2.2% to 72,968 agents.
• Total open Motto Mortgage offices decreased 32.0% to 149 offices.

The company maintained its record global network agent count, but macroeconomic factors continued to pressure U.S. RE/MAX agent count, Motto Mortgage office count, and consolidated revenue. In response, RE/MAX has focused on initiatives to enhance its value proposition for franchisees and agents, including new products and optional performance-based economic models. The company has also continued investing in technology and marketing solutions to support affiliate success and diversify revenue.

Selected Operating and Financial Highlights

The following tables summarize key performance indicators and results of operations for the three and six months ended June 30, 2026 and 2025:

Agent Count:

Region	June 30, 2026	June 30, 2025	Change
U.S. Total	47,170	49,669	(2,499) (-5.0%)
Canada Total	25,798	24,966	832 (3.3%)
Outside U.S. and Canada Total	76,299	72,438	3,861 (5.3%)
Total	149,267	147,073	2,194 (1.5%)

REMAX Open Offices:

Region	June 30, 2026	June 30, 2025	Change
U.S. and Canada Total	3,836	3,963	(127) (-3.2%)
Outside U.S. and Canada	4,635	4,617	18 (0.4%)
Total	8,471	8,580	(109) (-1.3%)

Motto Open Offices: 149 | 219 | (70) (-32.0%)

REMAX Franchise Sales:

Region	Six Months Ended June 30, 2026	Six Months Ended June 30, 2025	Change
U.S. and Canada Total	73	52	21 (40.4%)
Outside U.S. and Canada	187	253	(66) (-26.1%)
Total	260	305	(45) (-14.8%)

Motto Franchise Sales: 0 | 5 | (5) (-100.0%)

Financial Results:

Metric	Three Months Ended June 30		Six Months Ended June 30
	2026	2025	2026	2025
Total revenue	$68,510	$72,750	$138,738	$147,217
Total selling, operating and administrative expenses	$32,882	$33,888	$76,862	$76,916
Operating income (loss)	$1,516	$14,045	$(6,308)	$19,412
Net income (loss)	$(6,764)	$6,698	$(22,473)	$3,462
Net income (loss) attributable to RE/MAX Holdings, Inc.	$(4,295)	$4,685	$(14,036)	$2,727
Adjusted EBITDA	$22,949	$26,266	$38,506	$45,553
Adjusted EBITDA margin	33.5%	36.1%	27.8%	30.9%

Results of Operations

Revenue:

• Continuing franchise fees decreased due to incentives related to new fee models and lower U.S. agent count.
• Broker fees increased due to higher average transactions per agent and home prices, partially offset by the impact of new fee models.
• Marketing Funds fees decreased due to incentives and lower U.S. agent count.
• Franchise sales and other revenue increased due to higher Marketing Studio and website advertising revenue, partially offset by lower revenue from previous acquisitions and the Mortgage segment.

Operating Expenses:

• Selling, operating and administrative expenses decreased primarily due to lower personnel costs.
• Depreciation and amortization decreased due to prior acquisitions becoming fully amortized.
• Merger transaction costs of $11.4 million were incurred in the second quarter of 2026.
• Settlement and impairment charges of $8.5 million were recorded in the first quarter of 2026 related to a legal settlement.

Adjusted EBITDA:

• Adjusted EBITDA decreased 12.6% to $22.9 million in Q2 2026 and 15.4% to $38.5 million in the first half of 2026, primarily due to lower revenue and higher expenses.

Liquidity and Capital Resources

• As of June 30, 2026, RE/MAX had $112.4 million in cash and cash equivalents.
• Cash from operating activities decreased primarily due to lower Adjusted EBITDA, higher Marketing Funds spend, and increased Merger transaction costs.
• Cash used in investing activities increased due to higher technology investments.
• Cash used in financing activities decreased due to lower tax withholding and dividend equivalent payments.
• RE/MAX has a $460 million term loan facility and a $50 million revolving credit facility, with a total leverage ratio of 3.71x as of June 30, 2026.
• The company’s capital allocation priorities include maintaining liquidity, pursuing strategic acquisitions, investing in capital expenditures, and returning capital to shareholders through dividends and share repurchases (subject to the terms of the Merger Agreement).

Outlook

RE/MAX continues to navigate challenging market conditions while positioning the business for long-term growth. The company remains focused on enhancing its value proposition for franchisees and agents, investing in technology and marketing solutions, and pursuing strategic opportunities. The pending merger with The Real Brokerage Inc. is expected to close in the second half of 2026, subject to customary approvals.