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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2026.

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number: 001-36101

RE/MAX Holdings, Inc.

(Exact name of registrant as specified in its charter)



Delaware		80-0937145
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

5075 South Syracuse Street Denver, Colorado		80237
(Address of principal executive offices)		(Zip Code)

(303) 770-5531

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	RMAX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒	Emerging growth company	☐
Non-accelerated filer	☐	Smaller reporting company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On May 1, 2026, there were 21,232,815 outstanding shares of the registrant’s Class A common stock, $0.0001 par value per share, and 1 outstanding share of Class B common stock, $0.0001 par value per share.

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TABLE OF CONTENTS


		Page No.
	PART I. – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Income (Loss)	4

	Condensed Consolidated Statements of Comprehensive Income (Loss)	5

	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	6

	Condensed Consolidated Statements of Cash Flows	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	37

Item 4.	Controls and Procedures	37

	PART II. – OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	44

Item 4.	Mine Safety Disclosures	44

Item 5.	Other Information	44

Item 6.	Exhibits	45

	SIGNATURES	47

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PART I. – FINANCIAL INFORMATION

Item 1. Financial Statements

RE/MAX HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)



	March 31,		December 31,
	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	107,126	$	118,736
Restricted cash		75,496		74,332
Accounts and notes receivable, net of allowances		28,241		26,944
Income taxes receivable		7,937		8,188
Other current assets		14,089		11,940
Total current assets		232,889		240,140
Property and equipment, net of accumulated depreciation		5,674		5,996
Operating lease right of use assets		11,749		12,608
Franchise agreements, net		63,235		67,080
Other intangible assets, net		11,543		10,774
Goodwill		238,854		239,572
Other assets, net of current portion		8,401		6,305
Total assets	$	572,345	$	582,475
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable	$	6,814	$	3,986
Accrued liabilities		106,661		100,927
Income taxes payable		386		105
Deferred revenue		20,112		21,391
Debt		4,600		4,600
Payable pursuant to tax receivable agreements		219		1,542
Operating lease liabilities		9,451		9,217
Total current liabilities		148,243		141,768
Debt, net of current portion		431,362		432,151
Deferred tax liabilities		8,039		8,193
Deferred revenue, net of current portion		12,410		12,859
Operating lease liabilities, net of current portion		11,508		13,514
Other liabilities, net of current portion		2,441		2,978
Total liabilities		614,003		611,463
Commitments and contingencies
Stockholders' equity (deficit):
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 21,232,815 and 20,095,180 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		2		2
Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		—		—
Additional paid-in capital		582,658		578,429
Accumulated deficit		(135,915)		(126,072)
Accumulated other comprehensive income (deficit), net of tax		(598)		54
Total stockholders' equity attributable to RE/MAX Holdings, Inc.		446,147		452,413
Non-controlling interest		(487,805)		(481,401)
Total stockholders' equity (deficit)		(41,658)		(28,988)
Total liabilities and stockholders' equity (deficit)	$	572,345	$	582,475

See accompanying notes to unaudited condensed consolidated financial statements.

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RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Income (Loss)

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended
	March 31,
	2026		2025
Revenue:
Continuing franchise fees	$	25,791	$	29,351
Annual dues		7,558		7,789
Broker fees		12,611		11,431
Marketing Funds fees		16,866		18,864
Franchise sales and other revenue		7,402		7,032
Total revenue		70,228		74,467
Operating expenses:
Selling, operating and administrative expenses		46,811		43,028
Marketing Funds expenses		16,866		18,864
Depreciation and amortization		5,875		6,589
Settlement and impairment charges		8,500		619
Total operating expenses		78,052		69,100
Operating income (loss)		(7,824)		5,367
Other expenses, net:
Interest expense		(7,158)		(7,924)
Interest income		874		908
Foreign currency transaction gains (losses)		16		283
Total other expenses, net		(6,268)		(6,733)
Income (loss) before provision for income taxes		(14,092)		(1,366)
Provision for income taxes		(1,617)		(1,870)
Net income (loss)	$	(15,709)	$	(3,236)
Less: net income (loss) attributable to non-controlling interest		(5,968)		(1,278)
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	(9,741)	$	(1,958)

Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic	$	(0.48)	$	(0.10)
Diluted	$	(0.48)	$	(0.10)
Weighted average shares of Class A common stock outstanding
Basic		20,491,629		19,292,210
Diluted		20,491,629		19,292,210

See accompanying notes to unaudited condensed consolidated financial statements.

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RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2026		2025
Net income (loss)	$	(15,709)	$	(3,236)
Change in cumulative translation adjustment		(1,052)		391
Comprehensive income (loss), net of tax		(16,761)		(2,845)
Less: Comprehensive income (loss) attributable to non-controlling interest		(6,368)		(1,124)
Comprehensive income (loss) attributable to RE/MAX Holdings, Inc., net of tax	$	(10,393)	$	(1,721)

See accompanying notes to unaudited condensed consolidated financial statements.

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RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(In thousands, except share amounts)

(Unaudited)


																	Accumulated
														Retained			other						Total
	Class A					Class B					Additional			earnings			comprehensive			Non-			stockholders'
	common stock					common stock					paid-in			(accumulated			income (loss),			controlling			equity
	Shares		Amount			Shares		Amount			capital			deficit)			net of tax			interest			(deficit)
Balances, January 1, 2026	20,095,180		$	2		1		$	—		$	578,429		$	(126,072)		$	54		$	(481,401)		$	(28,988)
Net income (loss)	—			—		—			—			—			(9,741)			—			(5,968)			(15,709)
Equity-based compensation expense and dividend equivalents	1,697,882			—		—			—			7,792			(103)			—			—			7,689
Change in accumulated other comprehensive income (loss)	—			—		—			—			—			—			(652)			(400)			(1,052)
Shares withheld for taxes on share-based compensation	(560,247)			—		—			—			(3,563)			—			—			—			(3,563)
Other	—			—		—			—			—			1			—			(36)			(35)
Balances, March 31, 2026	21,232,815		$	2		1		$	—		$	582,658		$	(135,915)		$	(598)		$	(487,805)		$	(41,658)


														Retained			Accumulated other
	Class A					Class B					Additional			earnings			comprehensive			Non-			Total
	common stock					common stock					paid-in			(accumulated			income (loss),			controlling			stockholders'
	Shares		Amount			Shares		Amount			capital			deficit)			net of tax			interest			equity
Balances, January 1, 2025	18,971,435		$	2		1		$	—		$	565,072		$	(133,727)		$	(1,864)		$	(487,877)		$	(58,394)
Net income (loss)	—			—		—			—			—			(1,958)			—			(1,278)			(3,236)
Equity-based compensation expense and dividend equivalents	1,410,497			—		—			—			10,306			(324)			—			—			9,982
Change in accumulated other comprehensive income (loss)	—			—		—			—			—			—			237			154			391
Shares withheld for taxes on share-based compensation	(475,011)			—		—			—			(4,237)			—			—			—			(4,237)
Other	—			—		—			—			—			1			—			(30)			(29)
Balances, March 31, 2025	19,906,921		$	2		1		$	—		$	571,141		$	(136,008)		$	(1,627)		$	(489,031)		$	(55,523)

See accompanying notes to unaudited condensed consolidated financial statements

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RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2026		2025
Cash flows from operating activities:
Net income (loss)	$	(15,709)	$	(3,236)
Adjustments to reconcile net income (loss) to operating cash flows:
Depreciation and amortization		5,875		6,589
Equity-based compensation expense		5,316		6,346
Bad debt expense		1,144		1,592
Deferred income tax expense (benefit)		(78)		223
Fair value adjustments to contingent consideration		67		116
Settlement and impairment charges		8,500		619
Debt charges		234		212
Other, net		406		243
Changes in operating assets and liabilities		(7,599)		(7,043)
Net cash (used in) provided by operating activities		(1,844)		5,661
Cash flows from investing activities:
Purchases of property, equipment and capitalization of software		(2,421)		(1,691)
Net cash used in investing activities		(2,421)		(1,691)
Cash flows from financing activities:
Payments on debt		(1,150)		(1,150)
Dividends and dividend equivalents paid to Class A common stockholders		(103)		(324)
Payments related to tax withholding for share-based compensation		(3,563)		(4,237)
Payment of contingent consideration		(742)		(791)
Other financing		(36)		(29)
Net cash used in financing activities		(5,594)		(6,531)
Effect of exchange rate changes on cash		(587)		180
Net decrease in cash, cash equivalents and restricted cash		(10,446)		(2,381)
Cash, cash equivalents and restricted cash, beginning of period		193,068		169,287
Cash, cash equivalents and restricted cash, end of period	$	182,622	$	166,906

See accompanying notes to unaudited condensed consolidated financial statements.

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RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Business and Organization

RE/MAX Holdings, Inc. (“Holdings”) and its consolidated subsidiaries, including RMCO, LLC (“RMCO”), are referred to hereinafter as the “Company.”

The Company is one of the world’s leading franchisors in the real estate industry, franchising real estate brokerages globally under the REMAX brand (“REMAX”) and mortgage brokerages within the United States (“U.S.”) under the Motto Mortgage brand (“Motto”). The Company also sells ancillary products and services to its franchise networks, including marketing services, technology platforms, and mortgage loan processing services to its Motto network and third parties through its wemlo® brand and advertisements on and lead generation services from its flagship websites www.remax.com and www.remax.ca. The Company focuses on enabling its networks’ success by providing quality education, innovative technology products, valuable marketing tools and initiatives, and by leveraging the Company’s size and scale to continue to build and enhance the competitive advantages of the REMAX and Motto brands. The Company’s focus on operational excellence and delivering the best experience in everything real estate remains unwavering, as the Company continues to invest in tools and programs that help affiliates win more business, save time and build more profitable businesses.

REMAX and Motto are 100% franchised—the Company does not own any of the brokerages that operate under these brands.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Condensed Consolidated Balance Sheet at December 31, 2025, which was derived from the audited consolidated financial statements at that date, and the unaudited interim condensed consolidated financial statements and notes thereto have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements are presented on a consolidated basis and include the accounts of Holdings and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments and eliminations, consisting only of normal and recurring adjustments, necessary to present fairly the financial position and results of operations for the Company for the reported periods have been included. Interim results may not be indicative of full-year performance.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements within the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report on Form 10-K”). Please refer to that document for a fuller discussion of all significant accounting policies.

Use of Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Segment Reporting

The Company operates under the following reportable segments: Real Estate, Mortgage, and Marketing Funds. The Company presents all other business activities and operating segments which, due to quantitative insignificance, do not

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meet the quantitative significance tests for reportable segments under Other.

Revenue Recognition

The Company generates most of its revenue from contracts with customers. The Company’s major streams of revenue are:

●

Continuing franchise fees, which are fixed contractual fees paid monthly by REMAX or Motto franchisees or REMAX Independent Region sub-franchisors based on the number of REMAX agents or Motto open offices.

●

Annual dues, which are fees charged directly to REMAX agents.

●

Broker fees, which are fees on real estate commissions when a REMAX agent assists a consumer with buying or selling a home.

●

Marketing Funds fees, which are fixed contractual fees paid monthly by franchisees based on the number of REMAX agents or Motto open offices, which are obligated to be used for marketing campaigns to build brand awareness and to support agent and consumer-facing technology.

●

Franchise sales and other revenue, which consists of fees from initial sales of REMAX and Motto franchises, renewals of REMAX franchises and REMAX master franchise fees, as well as data services subscription revenue, preferred marketing arrangements, technology products and subscription revenue, events-related revenue from education and other programs, mortgage loan processing revenue, Marketing Studio revenue (formerly known as Marketing as a Service (“MaaS”)) and advertising revenue.

Deferred Revenue and Capitalized Contract Costs

Deferred revenue is primarily driven by Franchise sales and Annual dues, as discussed above, and is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Condensed Consolidated Balance Sheets. Other deferred revenue is primarily related to events-related revenue. The activity consists of the following (in thousands):


	Balance at				Revenue		Balance at
	January 1, 2026		New billings		recognized ^(a)		March 31, 2026
Franchise sales	$	18,881	$	1,258	$	(2,064)	$	18,075
Annual dues		11,600		8,159		(7,558)		12,201
Other		3,769		11,540		(13,063)		2,246
	$	34,250	$	20,957	$	(22,685)	$	32,522

(a)	Revenue recognized related to the beginning balance for Franchise sales and Annual dues were $1.8 million and $5.4 million, respectively, for the three months ended March 31, 2026.

Capitalized contract costs include commissions paid on Franchise sales and other contract costs that are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs (which are included in “Other current assets” and “Other assets, net of current portion” on the Condensed Consolidated Balance Sheets) consist of the following (in thousands):


			Additions to
	Balance at		contract cost		Expense		Balance at
	January 1, 2026		for new activity		recognized		March 31, 2026
Capitalized contract costs	$	4,318	$	2,623	$	(477)	$	6,464

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Transaction Price Allocated to the Remaining Performance Obligations

The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands):


	Remainder of 2026		2027		2028		2029		2030		2031		Thereafter		Total
Franchise sales	$	4,464	$	4,897	$	3,629	$	2,377	$	1,270	$	495	$	943	$	18,075
Annual dues		11,617		584		—		—		—		—		—		12,201
Total	$	16,081	$	5,481	$	3,629	$	2,377	$	1,270	$	495	$	943	$	30,276

Disaggregated Revenue

In the following table, segment revenue is disaggregated by Company-Owned or Independent Regions, where applicable, by segment and by geographical area (in thousands):


	Three Months Ended March 31,
	2026		2025
U.S. Company-Owned Regions	$	27,827	$	30,258
U.S. Independent Regions		1,336		1,397
Canada Company-Owned Regions		9,513		9,692
Canada Independent Regions		717		650
Global		4,465		4,049
Fee revenue ^(a)		43,858		46,046
Franchise sales and other revenue ^(b)		6,698		6,430
Total Real Estate		50,556		52,476
U.S.		12,387		14,247
Canada		4,210		4,373
Global		269		244
Total Marketing Funds		16,866		18,864
Mortgage ^(c)		2,806		3,127
Total	$	70,228	$	74,467

(a)	Fee revenue includes Continuing franchise fees, Annual dues and Broker fees.

(b)	Franchise sales and other revenue is mostly derived within the U.S.

(c)	Revenue from Mortgage is derived exclusively within the U.S.

Cash, Cash Equivalents and Restricted Cash

The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Condensed Consolidated Balance Sheets to the amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands):


	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	107,126	$	118,736
Restricted cash:
Marketing Funds ^(a)		20,496		19,332
Settlement Fund ^(b)		55,000		55,000
Total cash, cash equivalents and restricted cash	$	182,622	$	193,068

(a)	All cash held by the Marketing Funds is contractually restricted, pursuant to the applicable franchise agreements.

(b)	Represents the amounts held in the Settlement Fund as part of the settlement of certain industry class-action lawsuits. See Note 11, Commitments and Contingencies, for additional information.

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Services Provided to the Marketing Funds by Real Estate

Real Estate charges the Marketing Funds for various services it performs or for payments it makes on behalf of the Marketing Funds to third-party vendors. These services are primarily comprised of (a) building and maintaining the remax.com and remax.ca websites and mobile apps, (b) agent and consumer-facing technology via the BoldTrail platform (refer to the Company’s 2025 Annual Report on Form 10-K for further details), (c) dedicated employees focused on consumer-facing marketing initiatives, and (d) various administrative services including customer support of technology, accounting and legal.

Costs charged from Real Estate to the Marketing Funds are as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Technology - operating	$	4,927	$	3,591
Marketing staff and administrative services		3,112		2,307
Total	$	8,039	$	5,898

Accounts and Notes Receivable

As of March 31, 2026, and December 31, 2025, the Company had allowances against accounts and notes receivable of $13.0 million and $12.6 million, respectively.

Other Current Assets and Other Assets, Net of Current Portion

Other current assets and Other assets, net of current portion consist of the following (in thousands):


	March 31, 2026		December 31, 2025
Prepaid expenses	$	12,208	$	10,472
Capitalized contract costs		1,377		1,055
Other		504		413
Other current assets	$	14,089	$	11,940

Capitalized contract costs	$	5,087	$	3,263
Notes receivable, net of current portion		1,673		1,791
Other		1,641		1,251
Other assets, net of current portion	$	8,401	$	6,305

Property and Equipment

As of March 31, 2026, and December 31, 2025 the Company had accumulated depreciation of $17.6 million and $17.2 million, respectively. Depreciation expense for the three months ended March 31, 2026, and 2025 was $0.6 million, respectively.

Leases

The Company leases corporate offices, a distribution center, billboards and certain equipment. As all franchisees are independently owned and operated, there are no leases recognized for any offices used by the Company’s franchisees. All of the Company’s material leases are classified as operating leases. The Company acts as the lessor for sublease agreements on its corporate headquarters, consisting solely of operating leases.

Foreign Currency Derivatives

The Company is exposed to foreign currency transaction gains and losses related to certain foreign currency denominated asset and liability positions, with the Canadian dollar representing the most significant exposure primarily from an intercompany Canadian loan between RMCO and the Canadian entity for RE/MAX INTEGRA (“INTEGRA”). The Company uses short duration foreign currency forward contracts, generally with maturities ranging from a few days to a few months, to minimize its exposures related to foreign currency exchange rate fluctuations. None of these contracts are

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designated as accounting hedges as the underlying currency positions are revalued through “Foreign currency transaction gains (losses)” on the Condensed Consolidated Statements of Income (Loss) along with the related derivative contracts. Maturities of the foreign currency forward contracts are included within “Net cash provided by operating activities” on the Condensed Consolidated Statements of Cash Flows, with any non-cash portion included as a component of “Changes in operating assets and liabilities - Other assets and liabilities” on the Condensed Consolidated Statements of Cash Flows. During the three months ended March 31, 2026, and 2025, the Company recognized a net gain of $0.6 million and net gain of $0.1 million, respectively.

The Company has a short-term $44.0 million Canadian dollar forward contract that matures in the second quarter of 2026 that net settles in U.S. dollars based on the prevailing spot rates at maturity.

Recently Adopted Accounting Pronouncements

None.

New Accounting Pronouncements Not Yet Adopted

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles (Topic 350) – Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which clarifies and modernizes the accounting for costs related to internal-use software. The amendments remove all references to project stages in ASC 350-40 and clarify the threshold entities should apply to begin capitalizing costs. The new standard is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. The amendments can be applied using a prospective, retrospective, or modified transition approach. The Company believes the amendments of ASU 2025-06 will not have a significant impact on the Company’s consolidated financial statements or required disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) – Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires enhanced disclosures around disaggregation of certain income statement expense lines into specified categories. The new standard applies to public business entities and is effective on a prospective basis for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company believes the amendments of ASU 2024-03 will not have a significant impact on the Company’s consolidated financial statements and will include all required disclosures upon adoption.

Subsequent Events

Arrangement Agreement and Plan of Merger with The Real Brokerage Inc.

On April 26, 2026, RE/MAX Holdings, Inc. (“Holdings” or the “Company”) entered into an Arrangement and Plan of Merger (the “Merger Agreement”) to be acquired by The Real Brokerage Inc. (“Real”). Pursuant to the agreement, a new holding company, Real REMAX Group, will be formed to combine Real and Holdings into a single publicly traded company (the “Merger”) expected to be listed on the Nasdaq Stock Market under the ticker symbol “REAX.”

Under the terms of the agreement, each outstanding share of RE/MAX Holdings, Inc. Class A common stock will be converted into the right to receive either (i) 5.15 shares of Real REMAX Group common stock, to be adjusted to reflect a 10-for-1 share consolidation prior to transaction close, or (ii) $13.80 in cash, subject to proration such that the aggregate cash consideration is between a minimum of $60 million and a maximum of $80 million. Upon closing, ownership of the combined company is expected to be approximately 59% held by former Real shareholders and 41% held by former RE/MAX Holdings, Inc. shareholders, assuming the midpoint of the cash election.

The transaction is intended to qualify as a tax‑free exchange for U.S. federal income tax purposes and is expected to close in the second half of 2026, subject to customary closing conditions, regulatory approvals, and approval by the shareholders of both companies.

In connection with the transaction, Real has obtained committed financing in an aggregate amount of up to $550 million, led by Morgan Stanley Senior Funding, Inc. and Apollo Global Funding, LLC. The financing is expected to be used to fund the cash portion of the merger consideration and transaction costs and to refinance the Company’s existing indebtedness at closing. The financing commitments are subject to customary terms and conditions and are not expected to be a condition to the completion of the transaction. As of March 31, 2026, the Company has incurred $2.8 million in merger related transaction costs, primarily related to legal expenses.

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The Merger Agreement contains customary representations, warranties and covenants, including covenants relating to the conduct of the Company's business during the period between execution and closing, and non-solicitation obligations subject to customary exceptions for superior proposals and other matters. Consummation of the Mergers is subject to the satisfaction or waiver of customary closing conditions, including among others approval by the Company's stockholders and Real's shareholders, regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Act), consummation of the RIHI Merger (defined below). The Merger Agreement may be terminated by either party under certain circumstances, including if the Mergers have not closed within nine months (subject to two automatic extensions of 45 days each under specified circumstances), or upon the failure to receive required stockholder or shareholder approvals. Upon termination under certain specified circumstances, a termination fee may be payable by either the Company or Real.

RIHI Merger and Collapse of UP-C Structure

Concurrently with the execution of the Merger Agreement, the Company entered into a separate Agreement and Plan of Merger with RIHI, Inc. (“RIHI”) and certain merger subsidiaries of the Company (the "RIHI Merger Agreement") providing for the merger of a wholly owned subsidiary of the Company with and into RIHI and then the merger of the resulting company with and into another merger subsidiary of the Company (collectively, the “RIHI Merger”). RIHI is the holder of the single outstanding share of the Company's Class B common stock and of the common units of RMCO not held by the Company. Pursuant to the RIHI Merger, the Company will acquire RIHI, as the holder of such share and such common units, effectively collapsing the Company’s UP-C structure. Following the effectiveness of the RIHI Merger the share of the Company’s Class B common stock held by RIHI will be surrendered and canceled for no consideration. Consummation of the RIHI Merger is a condition to closing the Mergers.

Amendment to Tax Receivable Agreement

Concurrently with the execution of the Merger Agreement, the Company and RIHI entered into Amendment No. 1 (the “RIHI TRA Amendment”) to the Tax Receivable Agreement, dated October 7, 2013, between the Company and RIHI (the "RIHI TRA"), pursuant to which the RIHI TRA will terminate upon the closing of the Mergers or any other Qualifying Change of Control (as defined in the RIHI TRA Amendment), and no Early Termination Payment, Tax Benefit Payment (each as defined in the RIHI TRA Amendment) or other payment will be made to RIHI thereunder. If a Qualifying Change of Control does not occur within eighteen months of the date of the RIHI TRA Amendment, the RIHI TRA Amendment will be void and of no further effect.

Support Agreements

In connection with the Merger Agreement, holders of shares of Company common stock representing approximately 38% of the Company's outstanding voting power entered into a support agreement pursuant to which they agreed to vote their shares in favor of the adoption of the Merger Agreement, subject to customary terms and conditions.

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

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3. Non-controlling Interest

Holdings is the sole managing member of RMCO and operates and controls the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows:


	March 31, 2026			December 31, 2025
	Shares	Ownership %		Shares	Ownership %
Non-controlling interest ownership of common units in RMCO	12,559,600	37.2	%	12,559,600	38.5	%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)	21,232,815	62.8	%	20,095,180	61.5	%
Total common units in RMCO	33,792,415	100.0	%	32,654,780	100.0	%

The weighted average ownership (“WAO”) percentages for the applicable reporting periods are used to calculate the “Net income (loss) attributable to RE/MAX Holdings, Inc.” A reconciliation of “Income (loss) before provision for income taxes” to “Net income (loss) attributable to RE/MAX Holdings, Inc.” and “Net Income (loss) attributable to non-controlling interest” in the accompanying Condensed Consolidated Statements of Income (Loss) for the periods indicated is detailed as follows (in thousands, except percentages):


	Three Months Ended March 31,
	2026									2025
	Holdings			NCI			Total			Holdings			NCI			Total
WAO percentage of RMCO^(a)		62.0	%		38.0	%		100.0	%		60.6	%		39.4	%		100.0	%
Income (loss) before provision for income taxes^(a)	$	(8,738)		$	(5,354)		$	(14,092)		$	(826)		$	(540)		$	(1,366)
(Provision) / benefit for income taxes^(b)		(1,003)			(614)			(1,617)			(1,132)			(738)			(1,870)
Net income (loss)	$	(9,741)		$	(5,968)		$	(15,709)		$	(1,958)		$	(1,278)		$	(3,236)

(a)	The WAO percentage of RMCO differs from the allocation of income (loss) before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain items recorded at Holdings.

(b)

The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the pass-through income (loss) from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions.

Distributions and Other Payments to Non-controlling Unitholders

Under the terms of RMCO’s limited liability company operating agreement, RMCO makes cash distributions to non-controlling unitholders on a pro-rata basis. There were no distributions paid to non-controlling unitholders for the three months ended March 31, 2026, and 2025.

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4. Earnings (Loss) Per Share, Dividends and Repurchases

Earnings (Loss) Per Share

The following is a reconciliation of the numerator and denominator used in the basic and diluted earnings (loss) per share (“EPS”) calculations (in thousands, except shares and per share information):


	Three Months Ended
	March 31,
	2026		2025
Numerator
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	(9,741)	$	(1,958)
Denominator for basic net income (loss) per share of Class A common stock
Weighted average shares of Class A common stock outstanding		20,491,629		19,292,210
Denominator for diluted net income (loss) per share of Class A common stock
Weighted average shares of Class A common stock outstanding		20,491,629		19,292,210
Add dilutive effect of the following:
Restricted stock ^(a)		—		—
Weighted average shares of Class A common stock outstanding, diluted		20,491,629		19,292,210
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic	$	(0.48)	$	(0.10)
Diluted	$	(0.48)	$	(0.10)

(a)	As the Company had a net loss for the three months ended March 31, 2026, and 2025, these shares would have been considered antidilutive and therefore there is no effect on the weighted average shares of Class A common stock outstanding EPS calculation.

Outstanding Class B common stock does not share in the earnings of Holdings and is therefore not a participating security. Accordingly, basic and diluted net income (loss) per share of Class B common stock has not been presented.

Dividends

In the fourth quarter of 2023, in light of the litigation settlement (See Note 11, Commitments and Contingencies) and ongoing challenging housing and mortgage market conditions, the Company’s Board of Directors suspended the Company’s quarterly dividend, and no dividends have been paid since.

Share Repurchases and Retirement

The Company’s Board of Directors has authorized a common stock repurchase program of up to $100 million. The share repurchase program has no expiration date and may be suspended or discontinued at any time. During the three months ended March 31, 2026, and 2025, the Company did not repurchase any shares of the Company’s Class A common stock. As of March 31, 2026, $62.5 million remained available under the share repurchase program.

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5. Intangible Assets and Goodwill

The following table provides the components of the Company’s intangible assets (in thousands):



		As of March 31, 2026									As of December 31, 2025
		Initial			Accumulated			Net			Initial			Accumulated			Net
		Cost			Amortization			Balance			Cost			Amortization			Balance
Franchise agreements		$	223,561		$	(160,326)		$	63,235		$	224,231		$	(157,151)		$	67,080
Other intangible assets:
Software^(a)		$	55,692		$	(45,060)		$	10,632		$	55,884		$	(46,455)		$	9,429
Trademarks			865			(543)			322			835			(527)			308
Non-compete agreements			8,827			(8,238)			589			12,917			(11,880)			1,037
Total other intangible assets		$	65,384		$	(53,841)		$	11,543		$	69,636		$	(58,862)		$	10,774

(a)	As of March 31, 2026 and December 31, 2025, capitalized software development costs of $2.4 million and $1.8 million, respectively, were related to technology projects not yet complete and ready for their intended use and thus were not subject to amortization.

Amortization expense was $5.3 million and $6.0 million for the three months ended March 31, 2026, and 2025, respectively.

As of March 31, 2026, the estimated future amortization expense related to intangible assets includes the estimated amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in thousands):


Remainder of 2026	$	13,791
2027		12,552
2028		10,486
2029		7,506
2030		6,722
Thereafter		23,721
	$	74,778

The following table presents changes to goodwill at the Real Estate reporting unit (in thousands):


	Real Estate
Balance, January 1, 2026	$	239,572
Effect of changes in foreign currency exchange rates		(718)
Balance, March 31, 2026	$	238,854

As of March 31, 2026, there were no events or circumstances that would indicate impairment may have occurred.

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6. Accrued Liabilities

Accrued liabilities consist of the following (in thousands):


	March 31, 2026		December 31, 2025
Marketing Funds ^(a)	$	25,147	$	26,427
Accrued payroll and related employee costs		5,733		12,448
Accrued taxes		1,199		1,566
Accrued professional fees ^(b)		4,554		1,655
Settlements payable ^(c)		63,500		55,167
Other		6,528		3,664
	$	106,661	$	100,927

(a)	Consists primarily of liabilities recognized to reflect the contractual restriction that all funds collected in the Marketing Funds must be spent for designated purposes. See Note 2, Summary of Significant Accounting Policies, for additional information.

(b)	Includes transaction-related expenses incurred in connection with the pending Merger with Real which primarily consist of legal, advisory, and other professional service fees. See Note 2, Summary of Significant Accounting Policies, for additional information.

(c)	Represents the settlement payable as part of the settlements of certain industry class-action lawsuits and other legal settlements. See Note 11, Commitments and Contingencies, for additional information.

The following table presents a roll forward of the severance and related costs liability related to a prior restructuring of the Company’s business, which is in “Accrued payroll and related employee costs” in the table above (in thousands):


Balance January 1, 2026	$	1,321
Cash payments and other		(928)
Balance, March 31, 2026	$	393

7. Debt

Debt, net of current portion, consists of the following (in thousands):


	March 31, 2026		December 31, 2025
Senior Secured Credit Facility	$	438,150	$	439,300
Less unamortized debt issuance costs		(1,670)		(1,975)
Less unamortized debt discount costs		(518)		(574)
Less current portion		(4,600)		(4,600)
	$	431,362	$	432,151

As of March 31, 2026, maturities of debt are as follows (in thousands):


Remainder of 2026	$	3,450
2027		4,600
2028		430,100
	$	438,150

Senior Secured Credit Facility

On July 21, 2021, the Company amended and restated its credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders party thereto (the “Senior Secured Credit Facility”) to refinance its 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 requires the Company to repay term loans at approximately $1.2 million per quarter. The Company is 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

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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 Company’s 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 the Company’s 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 Company’s 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, the Company can make unlimited restricted payments – including dividends and share repurchases – if the Company’s TLR does not exceed 3.50:1 (both before and after giving effect to such payments). If the Company’s TLR exceeds 3.50:1, the Company will be generally limited in the amount of restricted payments it 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 the Company relies on other restricted payment baskets available under the Senior Secured Credit Facility).

The Company calculates 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 ended March 31, 2026, RE/MAX, LLC’s consolidated EBITDA, as defined in the Senior Secured Credit Facility, was $90.9 million and as of March 31, 2026, the Company’s TLR was 3.63:1.

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

Borrowings under the term loans and revolving loans accrue interest, at the Company’s option on (a) the adjusted forward-looking term rate based on the Term Secured Overnight Financing Rate (“Adjusted Term SOFR”), provided the Adjusted Term SOFR shall be no less than 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 the ABR shall be no less than 1.50%, plus in each case, an applicable margin of 1.50%. As of March 31, 2026, the interest rate on the term loan facility was 6.3%.

If any amounts are drawn on the $50 million revolving line of credit as of the last day of any fiscal quarter, the terms of the Company’s Senior Secured Credit Facility require the Company’s TLR to not exceed 4.50:1 as of the last day of four consecutive fiscal quarters. As a result, as long as the Company’s 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 the Company’s TLR. As of the date of this report, no amounts were drawn on the revolving line of credit.

8. Fair Value Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, the Company follows a three-tier fair value hierarchy, which is described in detail in the 2025 Annual Report on Form 10-K.

A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows (in thousands):


	As of March 31, 2026								As of December 31, 2025
	Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Liabilities - Contingent consideration ^(a)	$	600	$	—	$	—	$	600	$	1,275	$	—	$	—	$	1,275

(a)	Recorded as a component of “Accrued liabilities” and “Other liabilities, net of current portion” in the accompanying Condensed Consolidated Balance Sheets.

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The Company is required to pay additional purchase consideration totaling 8% of gross receipts collected by Motto each year (the “Revenue Share Year”) through September 30, 2026. The annual payment is due within 120 days of the end of each Revenue Share Year. The fair value of the contingent purchase consideration represents the forecasted discounted cash payments that the Company expects to pay. Increases or decreases in the fair value of the contingent purchase consideration can result from changes in discount rates as well as the timing and amount of forecasted revenues. The forecasted revenue growth assumption that is most sensitive is the assumed franchise sales count for which the forecast assumes approximately 20 franchises sold in the final Revenue Share Year. This assumption is based on historical sales and an assumption of growth over time. A 10% reduction in the number of franchise sales and a 1% change to the discount rate applied to the forecast would not change the liability materially. The Company measures these liabilities each reporting period and recognizes changes in fair value, if any, in “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income (Loss).

The table below presents a reconciliation of the contingent consideration (in thousands):


	Total
Balance at January 1, 2026	$	1,275
Fair value adjustments		67
Cash payments		(742)
Balance at March 31, 2026	$	600

The following table summarizes the carrying value and estimated fair value of the Senior Secured Credit Facility (in thousands):


	March 31, 2026				December 31, 2025
	Carrying Amount		Fair Value Level 2		Carrying Amount		Fair Value Level 2
Senior Secured Credit Facility	$	435,962	$	425,006	$	436,751	$	432,711

9. Income Taxes

The “Provision for income taxes” in the accompanying Condensed Consolidated Statements of Income (Loss) is based on an estimate of the Company’s annualized effective income tax rate and discrete items recorded during the three months ended March 31, 2026.

Valuation Allowance

The Company evaluated the need for a valuation allowance against its deferred tax assets and determined that in accordance with Accounting Standards Codification 740 Income Taxes (“ASC 740”), the objective negative evidence of a three-year cumulative pre-tax net loss, primarily due to the settlement of certain Nationwide Claims, as defined in Note 11, Commitments and Contingencies, prevented the use of the Company’s subjective positive evidence of expected future profitability in evaluating the realizability of its net deferred tax assets. As a result, a full valuation allowance was established against the Company’s deferred tax assets. As of March 31, 2026, the Company expects to remain in a three-year cumulative loss and has recorded a decrease in the valuation allowance of $0.5 million against its U.S. net deferred tax assets.

Tax Receivable Agreements (“TRAs”)

As of March 31, 2026, the Company’s total liability under the TRAs for the tax year ended December 31, 2025, is $0.2 million. This liability is expected to be settled in the fourth quarter of 2026.

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10. Equity-Based Compensation

Equity-based compensation expense under the Holdings 2013 Omnibus Incentive Plan (the “2013 Incentive Plan”) as well as the Holdings 2023 Omnibus Incentive Plan (the “2023 Incentive Plan” and, together with the 2013 Incentive Plan, the “Incentive Plans”), is as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Expense from time-based awards	$	2,879	$	3,921
Expense from performance-based awards^(a)		1,202		1,415
Expense from bonus to be settled in shares^(b)		1,235		1,010
Equity-based compensation expense	$	5,316	$	6,346

(a)	Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions.

(b)	A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are issued.

Time-based Restricted Stock

The following table summarizes equity-based compensation activity related to time-based restricted stock units and restricted stock awards:


	Shares	Weighted average grant date fair value per share
Balance, January 1, 2026	2,003,863	$	8.96
Granted	1,999,585	$	6.29
Shares vested (including tax withholding) ^(a)	(871,934)	$	9.32
Forfeited	(93,481)	$	8.76
Balance, March 31, 2026	3,038,033	$	7.11

(a)

Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of an employee's tax withholding when shares vest are added back to the available pool of shares for future awards.

As of March 31, 2026, there was $18.2 million of total unrecognized expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 2.4 years.

Performance-based Restricted Stock

The following table summarizes equity-based compensation activity related to performance-based restricted stock units:


	Shares	Weighted average grant date fair value per share
Balance, January 1, 2026	1,195,204	$	6.13
Granted ^(a)	902,995	$	6.58
Shares vested (including tax withholding) ^(b)	(12,707)	$	7.36
Forfeited	(215,373)	$	9.24
Balance, March 31, 2026	1,870,119	$	5.98

(a)	Represents the total participant target award.

(b)	Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of an employee's tax withholding when shares vest are added back to the available pool of shares for future awards.

As of March 31, 2026, there was $4.6 million of total unrecognized expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.9 years.

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11. Commitments and Contingencies

U.S. Antitrust Litigation and Settlement

Beginning in March 2019, multiple putative class action complaints were filed against the National Association of Realtors (“NAR”), or in one case a multiple listing service (“MLS”) defendant rather than NAR, RE/MAX, LLC, and other real estate companies, alleging that certain NAR rules (or MLS rules) violated federal and state antitrust laws by inflating broker commissions. The complaints make substantially similar allegations and seek substantially similar relief. Plaintiffs generally allege that NAR’s rules requiring listing brokers to make a blanket, non-negotiable offer of buyer broker compensation results in increased costs to sellers and violates antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule also in violation of antitrust law. Amended complaints added allegations regarding buyer steering and non-disclosure of buyer-broker compensation. For convenience, all of these lawsuits are collectively referred to as the “Moehrl-related antitrust litigations.” Numerous other copycat lawsuits to the Moehrl-related antitrust litigations have also been filed. Refer to Item 8, Note 13, Commitments and Contingencies in the Company’s 2025 Annual Report on Form 10-K for further details.

In 2023, RE/MAX, LLC entered into a settlement agreement (the “U.S. Settlement Agreement”), agreeing to make certain changes to its business practices and to pay a total settlement amount of $55.0 million (“U.S. Settlement Amount”) to resolve all claims set forth in the Moehrl Action and Burnett action (another Moehrl-related antitrust litigation claiming similar allegations), as well as all similar claims on a nationwide basis against RE/MAX, LLC (collectively, the “Nationwide Claims”). The settlement releases RE/MAX, LLC and the Company, their subsidiaries and affiliates, and REMAX sub-franchisors, franchisees and their sales associates in the United States from the Nationwide Claims. The Company recorded the U.S. Settlement Amount to “Settlement and impairment charges” within the Condensed Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Condensed Consolidated Balance Sheets. Until the conclusion of the appeals process, the U.S. Settlement Amount that has been paid into the U.S. Settlement Fund is included in “Restricted cash” within the Condensed Consolidated Balance Sheets. On November 20, 2023, the court granted preliminary approval of the settlement agreement and on May 9, 2024, the court granted final approval. Appeals were subsequently filed, including by one of the Batton plaintiffs (see additional disclosure below related to the Batton Action). The settlement agreement will become effective if the order approving the settlement agreement is affirmed at the conclusion of the appeals process.

On January 25, 2021, a similar action to the Moehrl-related antitrust litigations was filed in the Northern District of Illinois (the “Batton Action”) alleging violations of federal antitrust law and unjust enrichment. The complaint makes substantially similar allegations and seeks similar relief as the Moehrl-related antitrust litigations but alleges harm to homebuyers rather than home sellers. On February 20, 2024, the court dismissed plaintiffs’ claim seeking injunctive relief for violations of the Sherman Act and dismissed certain state law claims in Tennessee and Kansas. The only claims that remain are state law claims. On September 22, 2025, plaintiffs filed a motion seeking to certify a class. On November 13, 2025, the court struck the plaintiffs’ motion to certify a class without prejudice and ordered the class certification briefing stayed until the Burnett appeal is resolved.

On March 19, 2026, RE/MAX, LLC entered into a Stipulation and Agreement of Settlement (the “Batton Settlement”) to resolve all remaining claims against RE/MAX, LLC in the Batton Action that were not previously released by the U.S. Settlement Agreement (described above). The Batton Settlement releases RE/MAX, LLC, the Company, their subsidiaries and affiliates, and REMAX sub-franchisors, franchisees, and their sales associates in the United States from the claims. Preliminary approval was granted on March 31, 2026. The Batton Settlement remains subject to final court approval and will become effective upon such final approval (subject to any appeals). Under the Batton Settlement, RE/MAX, LLC has agreed to pay a total settlement amount of $8.5 million (the “Batton Settlement Amount”) into a qualified settlement escrow fund as follows: $1.5 million within fourteen days following preliminary court approval of the Batton Settlement, which was paid on April 22, 2026, and the remaining $7.0 million following final court approval of the Batton Settlement, including any appeals. The Company recorded the settlement amount to “Settlement and impairment charges” within the Condensed Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Condensed Consolidated Balance Sheets. The Batton Settlement and any actions taken to carry out the Batton Settlement are not an admission or concession of liability, or of the validity of any claim, defense, or point of fact or law on the part of any party. RE/MAX, LLC continues to deny the material allegations of the Batton Action. RE/MAX, LLC entered into the Batton Settlement after considering the risks and costs of continuing the litigation.

On August 22, 2024, plaintiff Homie Technology, Inc. (“Homie”) filed suit against the National Association of Realtors, Anywhere Real Estate, Inc., Keller Williams Realty, Inc., HomeServices of America, Inc., HSF Affiliates, LLC, RE/MAX, LLC, and Wasatch Front Regional Multiple Listing Service, Inc. in the United States District Court for the District of Utah. The lawsuit alleges certain NAR rules, many of which were at issue in the Moehrl-related antitrust litigations, created a

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barrier to entry for Homie as a competitor, and that other defendants agreed and/or conspired to implement these rules and engaged in conduct that foreclosed Homie from competing. The complaint alleges federal and state antitrust claims and tortious interference. The plaintiff seeks injunctive relief and an unspecified amount of damages. RE/MAX, LLC filed a motion to dismiss on October 18, 2024. On July 15, 2025, the court dismissed the lawsuit and Homie’s claims. Homie filed a notice of appeal on August 7, 2025, to the United States Circuit Court of Appeals for the Tenth Circuit. The court scheduled oral argument for May 12, 2026. The Company intends to vigorously defend the appeal.

Canadian Competition Act Litigation and Settlement

On April 9, 2021, a putative class action claim (the “Sunderland Action”) was filed in the Federal Court of Canada against multiple real estate companies, including RE/MAX Ontario-Atlantic Canada, Inc. (“REMAX OA”), which the Company acquired in July 2021, alleging violations of the Canadian Competition Act related to certain Canadian Real Estate Association rules and real estate commission practices. A similar national class action was filed on January 18, 2024 (the “McFall Action”). These cases are collectively referred to as the “Canadian competition litigations.” Refer to Item 8, Note 13, Commitments and Contingencies in the Company’s 2025 Annual Report on Form 10-K for further details.

In early 2025, REMAX OA reached a substantial agreement on monetary terms and business practice changes to resolve the Canadian competition litigations. On April 29, 2025, REMAX OA entered into a settlement agreement to resolve all claims in these litigations (the “Canadian Settlement Agreement”). Under the Canadian Settlement Agreement, REMAX OA paid $7.8 million Canadian dollars (the “Canadian Settlement Amount”) into a third-party interest-bearing account in the second quarter of 2025 and agreed to certain business practice changes consistent with those in the U.S. Settlement Agreement. Any actions taken to carry out the Canadian Settlement Agreement are not an admission or concession of liability, or of the validity of any claim, defense, or point of fact or law on the part of the Company. The Company continues to deny the material allegations of the Canadian competition litigations. The Company entered into the settlement agreement after considering the risks and costs of continuing the litigation. The Company used available cash to fund the payment and recorded the Canadian Settlement Amount to “Settlement and impairment charges” within the Condensed Consolidated Statements of Income (Loss) and recognized a corresponding liability in “Accrued liabilities” within the Condensed Consolidated Balance Sheets during the fourth quarter of 2024. 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 Condensed Consolidated Balance Sheets during 2025. On October 8, 2025, the court dismissed REMAX OA from the Canadian competition litigations pursuant to the terms of the settlement.

12. Segment Information

The Company operates under the following three reportable segments: Real Estate, Mortgage, and Marketing Funds. Mortgage does not meet the quantitative significance test; however, management has chosen to report results for the segment as it believes it will be a key driver of future success for Holdings. The Company presents all other business activities and operating segments that do not meet the quantitative significance tests for reportable segments under Other. The Company’s chief operating decision maker (“CODM”) evaluates operating results of its segments based upon forecast or budget operating results against actual operating results, including revenue, operating expenses 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”). The Company’s presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies. Except for the adjustments identified below in arriving at Adjusted EBITDA, the accounting policies of the reportable segments are the same as those described in the Company’s 2025 Annual Report on Form 10-K.

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The following table presents revenue from external customers by segment (in thousands):


	Three Months Ended March 31,
	2026		2025
Continuing franchise fees	$	23,689	$	26,826
Annual dues		7,558		7,789
Broker fees		12,611		11,431
Franchise sales and other revenue		6,698		6,430
Total Real Estate revenue		50,556		52,476
Continuing franchise fees		2,102		2,525
Franchise sales and other revenue		704		602
Total Mortgage revenue		2,806		3,127
Marketing Funds fees		16,866		18,864
Total revenue	$	70,228	$	74,467

The following table presents Selling, operating and administrative expenses by segment and includes a reconciliation of reportable segment expenses in Adjusted EBITDA (in thousands):


	Three Months Ended March 31,
	2026		2025
Personnel	$	19,035	$	21,569
Professional fees		7,050		2,380
Lease costs		1,391		1,523
Events, travel and related costs		8,273		6,801
Other segment items ^(a)		6,026		5,415
Total Real Estate selling, operating and administrative expenses		41,775		37,688
Adjustments to arrive at segment expense in Adjusted EBITDA ^(b)		(8,456)		(6,172)
Total Real Estate expense in Adjusted EBITDA	$	33,319	$	31,516

Personnel	$	3,389	$	3,509
Professional fees		113		195
Lease costs		108		117
Events, travel and related costs		540		454
Other segment items ^(a)		886		1,050
Total Mortgage selling, operating and administrative expenses		5,036		5,325
Adjustments to arrive at segment expense in Adjusted EBITDA ^(b)		(550)		(540)
Total Mortgage expense in Adjusted EBITDA	$	4,486	$	4,785

Marketing Funds fees ^(c)	$	16,866	$	18,864
Other ^(d)	$	—	$	15

(a)	Other Segment items for each reportable segment include:

Real Estate – other technology expenses, bank fees, corporate administration expenses, commissions, insurance, property and other taxes, bad debt expense, and other miscellaneous expenses.

Mortgage – other technology expenses, commissions, bad debt expense, and other miscellaneous expenses.

(b)	The adjustment reconciles segment Selling, operating and administrative expenses to total segment expense included in the measure of segment Adjusted EBITDA. These adjustments contain certain non-cash items and other non-recurring cash charges or other items.

(c)

Marketing Funds fees are comprised of the Company’s marketing campaigns designed to build and maintain brand awareness and the development and operation of agent marketing technology. The Marketing Funds segment operates at no profit. See Note 2, Summary of Significant Accounting Policies, for additional information.

(d)	As of March 31, 2026, Other is not considered a reportable segment and is included in total Selling, operating and administrative expenses. See Note 2, Summary of Significant Accounting Policies, for additional information.

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The following table presents a reconciliation of Adjusted EBITDA by segment to income (loss) before provision for income taxes (in thousands):


	Three Months Ended March 31,
	2026		2025
Adjusted EBITDA: Real Estate	$	17,237	$	20,960
Adjusted EBITDA: Mortgage		(1,680)		(1,658)
Adjusted EBITDA: Total reportable segments ^(a)		15,557		19,302
Adjusted EBITDA: Other^(a)		—		(15)
Settlement and impairment charges ^(b)		(8,500)		(619)
Equity-based compensation expense		(5,316)		(6,346)
Merger transaction costs^(c)		(2,831)		—
Fair value adjustments to contingent consideration ^(d)		(67)		(116)
Other adjustments ^(e)		(776)		33
Interest income		874		908
Interest expense		(7,158)		(7,924)
Depreciation and amortization		(5,875)		(6,589)
Income (loss) before provision for income taxes	$	(14,092)	$	(1,366)

(a)	The Marketing Funds segment operates at no profit. In addition, as of March 31, 2026, Other is not considered a reportable segment. See Note 2, Summary of Significant Accounting Policies, for additional information.

(b)

For the three months ended March 31, 2026, represents the settlement of an industry class-action lawsuit. See Note 11, Commitments and Contingencies, for additional information. During the three months ended March 31, 2025, represents the settlement of an immaterial legal matter and an immaterial impairment recognized on an office lease in Canada. See Note 2, Summary of Significant Accounting Policies, for additional information on the Company’s leases.

(c)	Represents transaction-related expenses incurred in connection with the pending Merger which primarily consist of legal, advisory, and other professional service fees. See Note 2, Summary of Significant Accounting Policies, for additional information.

(d)	Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 8, Fair Value Measurements, for additional information.

(e)	Other adjustments are primarily losses on disposal of assets for the three months ended March 31, 2026.

The following table presents total assets of the Company’s segments (in thousands):


	March 31,		December 31,
	2026		2025
Real Estate	$	493,835	$	504,451
Marketing Funds		29,501		28,192
Mortgage		49,009		49,832
Total assets	$	572,345	$	582,475

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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.

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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.

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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.

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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.
Company-Owned Regions	41,468	43,543	(2,075)	(4.8)	%
Independent Regions	5,975	6,311	(336)	(5.3)	%
U.S. Total	47,443	49,854	(2,411)	(4.8)	%
Canada
Company-Owned Regions	20,780	20,227	553	2.7	%
Independent Regions	5,069	4,929	140	2.8	%
Canada Total	25,849	25,156	693	2.8	%
U.S. and Canada Total	73,292	75,010	(1,718)	(2.3)	%
Outside U.S. and Canada
Independent Regions	75,900	71,116	4,784	6.7	%
Outside U.S. and Canada Total	75,900	71,116	4,784	6.7	%
Total	149,192	146,126	3,066	2.1	%

REMAX open offices:
U.S.	2,935	3,080	(145)	(4.7)	%
Canada	930	933	(3)	(0.3)	%
U.S. and Canada Total	3,865	4,013	(148)	(3.7)	%
Outside U.S. and Canada	4,632	4,614	18	0.4	%
Total	8,497	8,627	(130)	(1.5)	%

Motto open offices ⁽¹⁾:	157	224	(67)	(29.9)	%

	Three Months Ended March 31,		2026 vs. 2025
	2026	2025	#	%
REMAX franchise sales:
U.S.	26	23	3	13.0	%
Canada	22	4	18	n/m	%
U.S. and Canada Total ⁽²⁾	48	27	21	77.8	%
Outside U.S. and Canada	64	108	(44)	(40.7)	%
Total	112	135	(23)	(17.0)	%

Motto franchise sales:	—	4	(4)	(100.0)	%

(1)

During the first quarter of 2026, we continued to make the strategic decision to terminate approximately 13 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 March 31, 2026. As of March 31, 2026, and 2025, there were 22 and 58 offices, respectively, that we are offering short-term financial relief and are temporarily either not being billed and/or having associated revenue recognized.

(2)	Franchise sales include team office sales.

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	Three Months Ended March 31,
	2026			2025
Total revenue	$	70,228		$	74,467
Total selling, operating and administrative expenses	$	46,811		$	43,028
Operating income (loss)	$	(7,824)		$	5,367
Net income (loss)	$	(15,709)		$	(3,236)
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	(9,741)		$	(1,958)
Adjusted EBITDA⁽¹⁾	$	15,557		$	19,287
Adjusted EBITDA margin⁽¹⁾		22.2	%		25.9	%

(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

Comparison of the Three Months Ended March 31, 2026, and 2025

Revenue

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


	Three Months Ended				Change
	March 31,				Favorable/(Unfavorable)
	2026		2025		$		%
Revenue:
Continuing franchise fees	$	25,791	$	29,351	$	(3,560)	(12.1)	%
Annual dues		7,558		7,789		(231)	(3.0)	%
Broker fees		12,611		11,431		1,180	10.3	%
Marketing Funds fees		16,866		18,864		(1,998)	(10.6)	%
Franchise sales and other revenue		7,402		7,032		370	5.3	%
Total revenue	$	70,228	$	74,467	$	(4,239)	(5.7)	%

Continuing Franchise Fees

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

Broker Fees

Revenue from Broker fees increased primarily due to the impact of recognizing Broker fees ratably throughout the year in the U.S. and Canada for commission capped programs such as Aspire, and due to incentives related to certain modifications to the Company’s standard fee models, including the Aspire and Ascend programs, which resulted in a partially offsetting decrease to Continuing franchise fees. These increases were partially offset by a reduction in U.S. agent count.

Marketing Funds Fees and Marketing Funds Expenses

Revenue from Marketing Funds fees decreased primarily due to incentives related to modifications to the Company’s standard fee models, including the Aspire and Ascend programs and a reduction in U.S. agent count. 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 increased primarily due to higher revenue from Marketing Studio revenue, higher advertising revenue on our flagship websites and revenue from our annual REMAX agent convention. These increases were partially offset by lower revenue from previous acquisitions (excluding Independent Region acquisitions), lower Mortgage segment revenue and declines in revenue from our preferred marketing arrangements.

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	Three Months Ended				Change
	March 31,				Favorable/(Unfavorable)
	2026		2025		$		%
Revenue excluding the Marketing Funds:
Total revenue	$	70,228	$	74,467	$	(4,239)	(5.7)	%
Less: Marketing Funds fees		16,866		18,864		(1,998)	(10.6)	%
Revenue excluding the Marketing Funds	$	53,362	$	55,603	$	(2,241)	(4.0)	%

Revenue excluding the Marketing Funds decreased due to a decline in organic revenue of 4.7%, partially offset by foreign currency movements of 0.7%. Negative organic revenue growth was driven by modifications to the Company’s standard fee models, including the Aspire and Ascend programs and a decrease in U.S. agent count; partially offset by an increase in Broker fees primarily from incentives related to modifications to the Company’s standard fee models, including Aspire and Ascend.

Operating Expenses

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


	Three Months Ended						Change
	March 31,						Favorable/(Unfavorable)
	2026			2025			$		%
Operating expenses:
Selling, operating and administrative expenses	$	46,811		$	43,028		$	(3,783)	(8.8)	%
Marketing Funds expenses		16,866			18,864			1,998	10.6	%
Depreciation and amortization		5,875			6,589			714	10.8	%
Settlement and impairment charges		8,500			619			(7,881)	n/m
Total operating expenses	$	78,052		$	69,100		$	(8,952)	(13.0)	%
Percent of revenue		111.1	%		92.8	%

n/m - not meaningful

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.


	Three Months Ended						Change
	March 31,						Favorable/(Unfavorable)
	2026			2025			$		%
Selling, operating and administrative expenses:
Personnel	$	22,424		$	25,078		$	2,654	10.6	%
Professional fees		7,163			2,575			(4,588)	(178.2)	%
Lease costs		1,499			1,640			141	8.6	%
Other		15,725			13,735			(1,990)	(14.5)	%
Total selling, operating and administrative expenses	$	46,811		$	43,028		$	(3,783)	(8.8)	%
Percent of revenue		66.7	%		57.8	%

RE/MAX Holdings, Inc. 10-Q