RE/MAX HOLDINGS, INC. REPORTS SECOND QUARTER 2026 RESULTS

DENVER, August 6, 2026

Second Quarter 2026 Highlights

(Compared to second quarter 2025 unless otherwise noted)

• Total Revenue decreased 5.8% to $68.5 million
• Revenue excluding the Marketing Funds¹ decreased 5.1% to $51.7 million, driven by a negative organic revenue growth² of 5.1% and flat foreign currency movements
• Net loss attributable to RE/MAX Holdings, Inc. of $4.3 million and loss per diluted share (GAAP EPS) of $0.20
• Adjusted EBITDA³ decreased 12.6% to $22.9 million, Adjusted EBITDA margin³ of 33.5% and Adjusted earnings per diluted share (Adjusted EPS³) of $0.32
• Total agent count increased 1.5% to 149,267 agents
• U.S. and Canada combined agent count decreased 2.2% to 72,968 agents

Transaction with The Real Brokerage Inc. 

On April 26, 2026, RE/MAX Holdings, Inc. (the “Company” or “RE/MAX Holdings”) (NYSE: RMAX) entered into a definitive Arrangement Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time) (the “Merger Agreement”) with The Real Brokerage Inc. (“Real”), under which Real will acquire RE/MAX Holdings to create a leading technology-enabled global real estate platform named Real REMAX Group Inc. (the “Merger”). Under the terms of the Merger Agreement, RE/MAX Holdings shareholders will have the right to elect to receive 5.15⁴ shares of Real REMAX Group Inc. or $13.80 in cash for each RE/MAX Holdings share, subject to proration such that the aggregate cash proceeds to RE/MAX Holdings shareholders in the transaction will be no less than $60 million and no greater than $80 million. Real shareholders will receive 1 share of Real REMAX Group Inc. for each Real share.⁵ The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including approval by the shareholders of both companies at their respective special meetings to be held on August 14, 2026.

In light of the Merger, the Company is not hosting a quarterly earnings call and does not expect to do so for future quarters. In addition, the Company does not intend to provide quarterly or annual guidance while the transaction is pending.

For additional information regarding the Merger, please see the Company’s filings with the Securities and Exchange Commission, including the Definitive Proxy Statement filed on July 9, 2026.

Second Quarter 2026 Operating Results

Agent Count

The following table compares agent count as of June 30, 2026 and 2025:

Revenue

RE/MAX Holdings generated revenue of $68.5 million in the second quarter of 2026, a decrease of $4.3 million, or 5.8%, compared to $72.8 million in the second quarter of 2025. Revenue excluding the Marketing Funds was $51.7 million in the second quarter of 2026, a decrease of $2.8 million, or 5.1%, versus the same period in 2025. The decrease in Revenue excluding the Marketing Funds was attributable to a decline in organic revenue of 5.1%, and flat foreign currency movements. The decline in organic revenue was driven mainly by modifications to the Company’s standard fee models, including the Aspire and Ascend programs, a decrease in U.S. agent count and lower Mortgage segment revenue, partially offset by an increase in Broker fees primarily from increases in average transactions per agent and average home sale prices in the U.S.

Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased $3.6 million, or 9.9%, compared to the second quarter of 2025 and accounted for 63.9% of Revenue excluding the Marketing Funds in the second quarter of 2026 compared to 67.3% in the prior-year period.

Operating Expenses

Total operating expenses were $67.0 million for the second quarter of 2026, an increase of $8.3 million, or 14.1%, compared to $58.7 million in the second quarter of 2025. Second quarter 2026 total operating expenses increased primarily due to an increase in transaction costs related to the Merger, partially offset by a decrease in Selling operating and administrative expenses, Marketing Funds expenses, and Depreciation and Amortization expenses.

Selling, operating and administrative expenses were $32.9 million in the second quarter of 2026, a decrease of $1.0 million, or 3.0%, compared to the second quarter of 2025 and represented 63.6% of Revenue excluding the Marketing Funds, compared to 62.2% in the prior-year period. Second quarter 2026 Selling, operating and administrative expenses decreased due to lower personnel expenses, partially offset by higher investments in technology and our flagship websites.

Net Income (loss) and GAAP EPS

Net loss attributable to RE/MAX Holdings, Inc. was $4.3 million for the second quarter of 2026 compared to net income of $4.7 million for the second quarter of 2025. Reported basic and diluted GAAP loss per share were $0.20 each for the second quarter of 2026 compared to basic and diluted GAAP earnings per share were $0.23 each for the second quarter of 2025.

Adjusted EBITDA and Adjusted EPS

Adjusted EBITDA was $22.9 million for the second quarter of 2026, a decrease of $3.3 million, or 12.6%, compared to the second quarter of 2025. Second quarter 2026 Adjusted EBITDA decreased due to lower total revenue driven by modifications to the Company’s standard fee models, including the Aspire and Ascend programs, a reduction in U.S. agent count, and higher investments in technology; partially offset by an increase in Broker fees. Adjusted EBITDA margin was 33.5% in the second quarter of 2026, compared to 36.1% in the second quarter of 2025.

Adjusted basic and diluted EPS were $0.32 each for the second quarter of 2026 compared to Adjusted basic and diluted EPS of $0.39 each for the second quarter of 2025. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended June 30, 2026, assumes RE/MAX Holdings owned 100% of RMCO, LLC (“RMCO”). The weighted average ownership RE/MAX Holdings had in RMCO was 62.9% for the quarter ended June 30, 2026. 

Balance Sheet

As of June 30, 2026, the Company had cash and cash equivalents of $112.4 million, a decrease of $6.3 million from December 31, 2025. As of June 30, 2026, the Company had $435.0 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared to $436.8 million as of December 31, 2025. 

Basis of Presentation

Unless otherwise noted, the results presented in this press release are consolidated and exclude adjustments attributable to the non-controlling interest.

Footnotes:

¹Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and a reconciliation to the most directly comparable U.S. GAAP measure is as follows (in thousands):

²The Company defines organic revenue growth as revenue growth from continuing operations excluding (i) revenue from Marketing Funds, (ii) revenue from acquisitions, and (iii) the impact of foreign currency movements. The Company defines revenue from acquisitions as the revenue generated from the date of an acquisition to its second anniversary (excluding Marketing Funds revenue related to acquisitions where applicable).

³Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EPS are non-GAAP measures. These terms are defined at the end of this release. Please see Tables 5 and 6 appearing later in this release for reconciliations of these non-GAAP measures to the most directly comparable GAAP measures.

⁴To be adjusted to reflect 10-for-1 share consolidation of Real shares immediately prior to closing.

⁵Following a 10-for-1 consolidation of Real’s shares.

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Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking 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; Motto open offices; franchise sales; revenue; the Company’s statements regarding the proposed merger transaction and anticipated benefits of the Merger including the Company’s expectations of no longer providing guidance or conducting quarterly earnings calls while the merger transaction is pending; housing and mortgage market conditions; the Company’s commitment to innovation and delivering an elevated experience; enhancing our value proposition; our profitability and margin performance exceeding expectations; our new Marketing Studio (formerly known as “Marketing as a Service (MaaS)”) platform and economic models and the impact thereof; our strengthened leadership team; the completion of the Merger and the expected timeline; and the ability to satisfy all closing conditions, including the receipt of required approvals for the Merger. 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. These risks and uncertainties include, without limitation, (1) changes in the real estate market or interest rates and availability of financing, (2) changes in business and economic activity in general, including enacted and proposed tariffs and other trade policies which could impact the global economy, (3) the Company’s ability to attract and retain quality franchisees, (4) the Company’s franchisees’ ability to recruit and retain real estate agents and mortgage loan originators, (5) changes in laws and regulations, (6) the Company’s ability to enhance, market, and protect its brands, (7) the Company’s ability to implement its technology initiatives, (8) risks related to recent changes in the Company’s leadership team, (9) fluctuations in foreign currency exchange rates, (10) Real’s and RE/MAX Holdings’ ability to consummate the Merger on the expected timeline or at all, (11) Real’s and RE/MAX Holdings’ ability to obtain the necessary regulatory approvals in a timely manner and the risk that such approvals are not obtained or are obtained subject to conditions that are not anticipated, (12) Real’s or RE/MAX Holdings’ ability to obtain approval of their shareholders, (13) the risk that a condition of closing of the Merger may not be satisfied or that the closing of the Merger might otherwise not occur, (14) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in circumstances requiring Real or RE/MAX Holdings to pay a termination fee, (15) the diversion of management time on Merger-related issues; risks related to disruption from the Merger, including disruption of management time from current plans and ongoing business operations due to the Merger and integration matters, (16) the risk that the Merger and its announcement could have an adverse effect on Real’s and RE/MAX Holdings’ ability to retain agents, franchisees and personnel or that there could be potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger, (17) unexpected costs, charges or expenses resulting from the Merger, (18) potential litigation relating to the Merger that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (19) the ability of the combined company to achieve the synergies and other anticipated benefits expected from the Merger or such synergies and other anticipated benefits taking longer to realize than anticipated, (20) the ability of the combined company to achieve the expected leverage or such leverage taking longer to realize than anticipated, (21) Real’s ability to integrate RE/MAX Holdings promptly and effectively, (22) anticipated tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects and business and management strategies for the management, expansion and growth of the combined company’s operations, (23) certain restrictions during the pendency of the Merger that may impact Real’s or RE/MAX Holdings’ ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective businesses, and (24) other risk factors detailed from time to time in Real’s and RE/MAX Holdings’ reports filed with the U.S. Securities and Exchange Commission (“SEC”) and Real’s reports filed with Canadian securities regulators, including Real’s annual report on Form 40-F, current reports on Form 6-K and other documents filed with the SEC, and RE/MAX Holdings’ annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC and Real’s audited annual financial statements and annual management’s discussion and analysis for the financial year ended December 31, 2025 and Annual Information Form dated March 4, 2026 filed with Canadian securities regulators, including documents that will be filed with the SEC and Canadian securities regulators in connection with the Merger.

These risks, as well as other risks associated with the Merger, are more fully discussed in the proxy statement/prospectus that is included in the Registration Statement and the Real management information circular that were filed with the SEC and Canadian securities regulators, as applicable, in connection with the Merger. While the list of factors presented here is, and the list of factors to be presented in the Registration Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements/forward-looking information. You should not place undue reliance on any of these forward-looking statements/forward-looking information as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Real’s or RE/MAX Holdings’ actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Real or RE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking information contained in this press release. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions or updates to any forward-looking statements/forward-looking information, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this press release nor the continued availability of this press release in archive form on Real’s or RE/MAX Holdings’ website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Important Information and Where to Find It

In connection with the Merger, Real and RE/MAX Holdings have filed relevant materials with the SEC and Canadian securities regulators, as applicable, including a management information circular of Real and a registration statement on Form S-4 (the “Registration Statement”) that includes a proxy statement of RE/MAX Holdings and prospectus of Real REMAX Group Inc. Real’s management information circular was mailed to securityholders of Real and the proxy statement/prospectus was mailed to shareholders of each of RE/MAX Holdings and Real, in each case seeking their respective approval of the Merger and other related matters. This press release is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular or any other document that Real or RE/MAX Holdings (as applicable) may file with the SEC and Canadian securities regulators, as applicable, in connection with the Merger.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT CIRCULAR, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS, AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.

Investors and security holders may obtain free copies of the Registration Statement, the Real management information circular and the proxy statement/prospectus (when they become available), as well as other filings containing important information about Real or RE/MAX Holdings, without charge at the SEC’s Internet website (http://www.sec.gov) and under Real’s profile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of the documents filed with the SEC and the Canadian securities regulators by Real will be available free of charge on Real’s internet website at https://investors.onereal.com or by contacting Real’s investor relations contact at investors@therealbrokerage.com. Copies of the documents filed with the SEC by RE/MAX Holdings will be available free of charge on RE/MAX Holdings’ internet website at https://investors.remaxholdings.com or by contacting RE/MAX Holdings’ investor relations contact at investorrelations@remax.com. The information included on, or accessible through, Real’s website or RE/MAX Holdings’ website is not incorporated by reference into this press release or Real’s and RE/MAX Holdings’ respective filings with the SEC and Canadian securities regulators, as applicable.

Participants in the Solicitation

Real, RE/MAX Holdings, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the Merger. Information about the directors and executive officers of Real is set forth in its management information circular for its 2026 annual meeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the “Real Annual Meeting Circular”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the sections captioned “Election of Directors,” “Statement of Corporate Governance Practices,” and “Compensation Discussion and Analysis” in the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities have changed since the amounts described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed Sale of Securities pursuant to Rule 144 under the U.S. Securities Act on Form 144 filed with the SEC and in insider reports filed with the Canadian securities regulators on SEDI at https://wwww.sedi.ca. Information about the directors and executive officers of RE/MAX Holdings is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 3, 2025 (the “RE/MAX Holdings Annual Meeting Proxy Statement”) and in its Form 8-K, which was filed with the SEC on May 20, 2025. Please refer to the sections captioned “Corporate Governance,” “Director Compensation,” “Information about Executive Officers,” “Compensation Discussion and Analysis,” “Stock Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Party Transactions” in the RE/MAX Holdings Annual Meeting Proxy Statement. To the extent holdings of such participants in RE/MAX Holdings’ securities have changed since the amounts described in the RE/MAX Holdings Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude under the tab “Ownership Disclosures.” Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are included in the joint proxy statement/prospectus and management information circular and other relevant materials to be filed with or furnished to the SEC and Canadian securities regulators, as applicable, regarding the proposed transaction. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Real management circular and the proxy statement/prospectus and the other relevant materials filed with the SEC and Canadian securities regulators, as applicable, when they become available.

No Offer or Solicitation

This press release is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act and otherwise in accordance with applicable Canadian securities laws.

About RE/MAX Holdings, Inc.

RE/MAX Holdings, Inc. (NYSE: RMAX) is one of the world’s leading franchisors in the real estate industry, franchising real estate brokerages globally under the REMAX^® brand, and mortgage brokerages within the U.S. under the Motto^® Mortgage brand. REMAX was founded in 1973 by Dave and Gail Liniger, with an innovative, entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Now with more than 145,000 agents in nearly 8,500 offices and a presence in more than 120 countries  and territories, nobody in the world sells more real estate than REMAX, as measured by total residential transaction sides. Dedicated to innovation and change in the real estate industry, RE/MAX Holdings launched Motto Franchising, LLC, a ground-breaking mortgage brokerage franchisor, in 2016. Motto Mortgage, the first and only national mortgage brokerage franchise brand in the U.S., has offices across more than 40 states.

To access appendix tables and Non-GAAP Financial Measures, download a PDF of the press release.