RE/MAX Holdings, Inc. (RMAX)

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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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 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 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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Arrangement Agreement and Plan of Merger

On April 26, 2026, we 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 a newly formed holding company, Real REMAX Group Inc., 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 Inc. 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 RIHI TRA 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 regulatory and stockholder approvals. On July 13, 2026, the U.S. Department of Justice granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), related to the Merger. The transaction remains subject to the satisfaction of the remaining closing conditions set forth in the Merger Agreement, including approval by the shareholders of both companies at their respective special meetings to be held on August 14, 2026. See Note 2, Summary of Significant Accounting Policies, to the accompanying unaudited Condensed Consolidated Financial Statements for additional information.

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

(Compared to the three months and the period ended June 30, 2025, unless otherwise noted)

(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.

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In the second quarter of 2026, we maintained our record global network agent count with over 149,000 agents, reflecting continued 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.

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In response to these conditions, we remain focused on initiatives designed to enhance our value proposition for franchisees and agents by improving recruiting and onboarding and increasing flexibility by aligning economics more closely with transaction activity. During the last year, we have launched new products within our Marketing Studio

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(formerly known as “Marketing as a Service (MaaS)”) 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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Continued investments in technology and marketing solutions designed to support affiliate success and diversify revenue include our Marketing Studio and ongoing enhancements to our consumer‑facing websites.

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Additionally, in early 2026, we announced our participation with Zillow related to its Zillow Preview service. This program 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 and adhering to local MLS rules and regulations. We believe this initiative enhances our affiliates’ marketing capabilities and complements our broader focus on technology, distribution an

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

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

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

Executive Summary

Business Overview

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

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

Financial and Operational Highlights

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

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

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

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

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

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

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

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

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

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

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

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Key Performance Indicators

Operating Performance Indicators

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

Financial Performance Indicators

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

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

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

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

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Selected Operating and Financial Highlights

The following tables summarize several key performanc

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