RE/MAX Holdings, Inc. — Second Quarter 2026 Earnings Summary

Financial Performance

• Total revenue decreased 5.8% year-over-year to $68.5 million in Q2 2026, compared to $72.8 million in Q2 2025.
• Revenue excluding Marketing Funds decreased 5.1% to $51.7 million, driven by a negative organic revenue growth of 5.1% and flat foreign currency movements.
• Net loss attributable to RE/MAX Holdings, Inc. was $4.3 million, compared to net income of $4.7 million in the prior-year period.
• GAAP loss per diluted share was $0.20, compared to earnings per diluted share of $0.23 in Q2 2025.
• Adjusted EBITDA decreased 12.6% to $22.9 million, with an Adjusted EBITDA margin of 33.5% compared to 36.1% in Q2 2025.
• Adjusted earnings per diluted share (Adjusted EPS) was $0.32, down from $0.39 in Q2 2025.
• Total operating expenses increased 14.1% to $67.0 million, primarily due to merger transaction costs, partially offset by decreases in selling, operating, administrative expenses, Marketing Funds expenses, and depreciation and amortization.
• Selling, operating, and administrative expenses decreased 3.0% to $32.9 million.
• As of June 30, 2026, cash and cash equivalents were $112.4 million, a decrease of $6.3 million from December 31, 2025.
• Outstanding debt was $435.0 million as of June 30, 2026, compared to $436.8 million as of December 31, 2025.
• Deferred revenue was $21.7 million (current) and $11.4 million (non-current) as of June 30, 2026.

Guidance and Future Outlook

• The Company will not host quarterly earnings calls or provide quarterly or annual guidance while the merger transaction is pending.

Business Segments and Product Lines

• Total agent count increased 1.5% to 149,267 agents.
• U.S. and Canada combined agent count decreased 2.2% to 72,968 agents.
• U.S. agent count decreased 5.0% to 47,170 agents.
• Canada agent count increased 3.3% to 25,798 agents.
• Agent count outside the U.S. and Canada increased 5.3% to 76,299 agents.
• Recurring revenue streams (continuing franchise fees and annual dues) decreased 9.9% to account for 63.9% of Revenue excluding Marketing Funds.
• Broker fees increased, driven by higher average transactions per agent and average home sale prices in the U.S.
• Mortgage segment revenue declined.
• Modifications to standard fee models, including the Aspire and Ascend programs, contributed to the decline in organic revenue.

Market and Competitive Landscape

• The Company operates in nearly 120 countries and territories with more than 145,000 agents and a presence in over 8,500 offices.
• The company is one of the world's leading franchisors in the real estate industry.

Risks and Challenges

• The merger transaction is subject to customary closing conditions, including shareholder approval at special meetings scheduled for August 14, 2026.
• Risks include the ability to consummate the merger, regulatory approvals, potential adverse reactions from agents and franchisees, and diversion of management time to merger-related issues.
• Organic revenue decline is a challenge driven by fee model modifications and a reduction in U.S. agent count.

Management Commentary and Tone

• Management notes that the decline in organic revenue was driven by modifications to fee models, a decrease in U.S. agent count, and lower mortgage revenue, partially offset by increased broker fees.
• Higher investments in technology and flagship websites partially offset lower personnel expenses in selling, operating, and administrative costs.

Other Key Points

• On April 26, 2026, RE/MAX Holdings entered into a definitive Arrangement Agreement with The Real Brokerage Inc. to acquire RE/MAX Holdings, creating a combined entity named Real REMAX Group Inc.
• RE/MAX Holdings shareholders may elect to receive 5.15 shares of Real REMAX Group Inc. or $13.80 in cash for each share, subject to proration ensuring aggregate cash proceeds between $60 million and $80 million.
• Real shareholders will receive one share of Real REMAX Group Inc. for each Real share.
• The transaction is expected to close in the second half of 2026.
• Merger transaction costs for the quarter were $11.5 million, with $14.3 million incurred for the six months ended June 30, 2026.
• Settlement and impairment charges of $8.5 million were recorded for the six months ended June 30, 2026, representing the settlement of an industry class-action lawsuit.
• Adjusted free cash flow for the six months ended June 30, 2026, was $3.4 million, down from $9.8 million in the prior-year period.
• Unencumbered cash generated for the six months ended June 30, 2026, was $1.1 million.