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What changed in RE/MAX Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RE/MAX Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+356 added−357 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in RE/MAX Holdings, Inc.'s 2025 10-K

356 paragraphs added · 357 removed · 280 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

110 edited+25 added−14 removed28 unchanged
Biggest changeAs a leading franchisor in the residential real estate industry in the U.S., Canada and globally, as well as a leading franchisor in the residential mortgage industry in the U.S., we create shareholder value by: a) strengthening and enhancing our existing business and value proposition primarily by growing and monetizing our RE/MAX network of nearly 9,000 offices and over 145,000 agents, our Motto network of over 220 open offices and our digital assets; 8 Table of Contents b) developing new products and services leveraging existing assets, which may include, but not be limited to, monetizing transactions, franchisees, agents and loan originators and providing ancillary services; and c) exploring and executing on large scale opportunities to pursue enhancements to our value proposition via additional business models, additional market segments and additional real estate verticals as well as re-acquiring regional RE/MAX franchise rights in Independent Regions in the U.S. and Canada.
Biggest changeAs a leading franchisor in the residential real estate industry in the U.S., Canada and globally, as well as a leading franchisor in the residential mortgage industry in the U.S., we create shareholder value by: a) strengthening and enhancing our existing business and value proposition primarily by growing and monetizing our REMAX network of over 8,500 offices and over 145,000 agents, our Motto network of over 150 open offices and our digital assets; b) developing new products and services by leveraging and enhancing existing assets, which may include, monetizing transactions, franchisees, agents and loan originators and providing ancillary services.
With the Customer Relationship Management (“CRM”) at the core of this ecosystem, the technology platform also utilizes lead cultivation tools and incorporates digital marketing products and competitive market analyses to streamline an agent’s business.
With Customer Relationship Management (“CRM”) at the core of this ecosystem, the technology platform also utilizes lead cultivation tools and incorporates digital marketing products and competitive market analyses to streamline an agent’s business.
Corporate Structure and Ownership Holdings is a holding company incorporated in Delaware and its only business is to act as the sole manager of RMCO, LLC (“RMCO”). In that capacity, Holdings operates and controls all of the business and affairs of RMCO.
Corporate Structure and Ownership Holdings is a holding company incorporated in Delaware and its only business is to act as the sole manager of RMCO, LLC (“RMCO”). In that capacity, Holdings operates and controls all the business and affairs of RMCO.
In October 2013, November and December 2015, Holdings entered into Tax Receivable Agreements (“TRA”) requiring annual payments to TRA holders of 85% of the tax benefits from the deductions Holdings received due to aforementioned step-up in tax basis. If there is a taxable loss, payments are deferred until the loss benefit is recognized.
In October 2013, November and December 2015, Holdings entered into Tax Receivable Agreements (“TRA”) requiring annual payments to TRA holders of 85% of the tax benefits from the deductions Holdings received due to the step-up in tax basis. If there is a taxable loss, payments are deferred until the loss benefit is recognized.
Our RE/MAX ® trademark has been in use for over fifty years, and we believe consumers have come to recognize the RE/MAX brand as being synonymous with high-quality real estate service. We regard our RE/MAX trademark, balloon logo and property sign design trademarks as having significant value.
Our RE/MAX ® trademark has been in use for over fifty years, and we believe consumers have come to recognize the REMAX brand as being synonymous with high-quality real estate service. We regard our REMAX trademark, balloon logo and property sign design trademarks as having significant value.
In addition, Motto provides powerful technology, including the proprietary Loan Brokering System (“LBS”) through wemlo, which has been specifically designed and tailored to loan originators operating in the mortgage brokerage channel. The LBS and other technology offerings are designed to simplify the mortgage process and help franchisees and loan originators comply with complex mortgage regulations.
Motto provides powerful technology, including the proprietary Loan Brokering System (“LBS”) through wemlo, which has been specifically designed and tailored to loan originators operating in the mortgage brokerage channel. The LBS and other technology offerings are designed to simplify the mortgage process and help franchisees and loan originators comply with complex mortgage regulations.
We provide agent-facing technology via the BoldTrail platform, which integrates a suite of digital products that empower high-producing agents, teams and brokers to proactively establish, manage and grow client relationships.
We provide agent and consumer-facing technology via the BoldTrail platform, which integrates a suite of digital products that empower high-producing agents, teams and brokers to proactively establish, manage and grow client relationships.
We have registered the RE/MAX trademark in the U.S., Canada, and over 150 other countries and territories, and have registered various versions of the RE/MAX balloon logo and real estate property sign design in numerous countries and territories as well.
We have registered the RE/MAX trademark in the U.S., Canada, and over 150 other countries and territories, and have registered various versions of the REMAX balloon logo and real estate property sign design in numerous countries and territories as well.
Our philosophy is that compensation should aim to align the goals of management with the long-term strategy of the Company and the interests of its stockholders and to attract, retain and develop talented people.
Our philosophy is that compensation should align the goals of management with the long-term strategy of the Company and the interests of its stockholders and to attract, retain and develop talented people.
We believe full-service brokerages are best suited to address many of the key characteristics of real estate transactions, including: (i) the complexity and large monetary value involved in home sale transactions, (ii) the infrequency of home sale transactions, (iii) the emotional stress associated with purchasing or selling a home; (iv) the high price variability in the home market, (v) the intimate local knowledge necessary to advise clients in a fiduciary capacity in general and as it relates to unique neighborhood characteristics, (vi) the unique nature of each particular home, and (vii) the consumer’s need for a high degree of personalized advice and support in light of these factors.
We believe full-service brokerages are best suited to address many of the key characteristics of real estate transactions, including: (i) the complexity and large monetary value involved in home sale transactions, (ii) the infrequency of home sale transactions, (iii) the emotional stress associated with purchasing or selling a home, (iv) the high price variability in the home market, (v) the intimate local knowledge necessary to advise clients in a fiduciary capacity in general and as it relates to unique neighborhood characteristics, (vi) the unique nature of each home, and (vii) the consumer’s need for a high degree of personalized advice and support considering these factors.
As of December 31, 2024, TRA holders are RIHI and Parallaxes Rain Co-Investment, LLC. TRA liabilities were established for the future cash obligations expected to be paid under the TRAs and are not discounted. Similar to the deferred tax assets, the TRA liabilities would increase if Holdings acquires additional Common Units of RMCO from RIHI.
As of December 31, 2025, TRA holders are RIHI and Parallaxes Rain Co-Investment, LLC. TRA liabilities were established for the future cash obligations expected to be paid under the TRAs and are not discounted. Similar to the deferred tax assets, the TRA liabilities would increase if Holdings acquires additional Common Units of RMCO from RIHI.
These attributes permeate our networks as we offer motivated entrepreneurs from diverse backgrounds in over 110 countries and territories the opportunity to be successful small business owners in real estate. Moreover, we have been a leader in expanding opportunities for women within real estate since our founding almost 50 years ago.
These attributes permeate our networks as we offer motivated entrepreneurs from diverse backgrounds in over 120 countries and territories the opportunity to be successful small business owners in real estate. Moreover, we have been a leader in expanding opportunities for women within real estate since our founding almost 50 years ago.
Our franchisees are brokers, not lenders or bankers, and so neither we nor our franchisees fund or service any loans. As a franchisor, we help our Motto franchisees establish independent mortgage brokerage companies, with a model designed to comply with complex regulations, essentially providing a "mortgage brokerage in a box".
Our franchisees operate as independent brokers, not lenders or bankers, and so neither we nor our franchisees fund or service any loans. As a franchisor, we help our Motto franchisees establish independent mortgage brokerage companies, with a model designed to comply with complex regulations, essentially providing a "mortgage brokerage in a box".
We believe the growth and success of our mortgage segment is dependent on providing real estate brokers and other entrepreneurs with opportunities for revenue and earnings diversification – a strategy we believe is increasingly important in the face of shifting housing market conditions.
We believe the growth and success of our Mortgage segment depends on providing real estate brokers and other entrepreneurs with opportunities for revenue and earnings diversification – a strategy we believe is increasingly important in the face of shifting housing market conditions.
Some RE/MAX affiliates may also sell luxury real estate under the RE/MAX Collection ® brand and commercial real estate under the RE/MAX Commercial ® brand.
Some REMAX affiliates may also sell luxury real estate under the RE/MAX Collection ® brand and commercial real estate under the RE/MAX Commercial ® brand.
Our recurring revenue streams include continuing franchise fees, which are fixed contractual fees paid monthly (a) by regional franchise owners in Independent Regions or franchisees in Company-Owned Regions based on the number of RE/MAX agents in the respective franchised region or office or (b) by Motto franchisees based on the number of open offices, and annual dues, which are paid annually by RE/MAX agents.
Our recurring revenue streams include continuing franchise fees, which are fixed contractual fees paid monthly (a) by regional franchise owners in Independent Regions or franchisees in Company-Owned Regions based on the number of REMAX agents in the respective franchised region or office or (b) by Motto franchisees based on the number of open offices, and annual dues, which are paid annually by REMAX agents.
The Company’s Annual Report on Form 10-K, quarterly 13 Table of Contents reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Investor Relations” portion of the Company’s website, www.remaxholdings.com, as soon as reasonably practical after they are filed with the Securities and Exchange Commission (“SEC”).
The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Investor Relations” portion of the Company’s website, www.remaxholdings.com, as soon as reasonably practical after they are filed with the Securities and Exchange Commission (“SEC”).
We believe the traditional agent-assisted business model, especially those supported by trusted, professional, and highly productive agents, compares favorably to alternative models in the residential real estate industry.
We believe the traditional agent-assisted business model, especially when supported by trusted, professional, and highly productive agents, compares favorably to alternative models in the residential real estate industry.
The RE/MAX global franchise network now has a presence in over 110 countries and territories, resulting in a global footprint that is unmatched by any other real estate brand. On June 25, 2013, RE/MAX Holdings, Inc. (“Holdings” or the “Company”) was formed as a Delaware corporation.
The REMAX global franchise network now has a presence in over 120 countries and territories, resulting in a global footprint that is unmatched by any other real estate brand. On June 25, 2013, RE/MAX Holdings, Inc. (“Holdings” or the “Company”) was formed as a Delaware corporation.
Our revenue is derived in the U.S. from fixed monthly fees, franchise sales and renewals, and mortgage loan processing. The monthly fees are initially discounted and ramp up to the 9 Table of Contents full fixed monthly fee of $4,650 at set intervals over the initial 12-month period from date of franchise sale.
Our revenue is derived in the U.S. from fixed monthly fees, franchise sales and renewals, and mortgage loan processing. The monthly fees are initially discounted and ramp up to the full fixed monthly fee of $4,650 at set intervals over the initial 12-month period from date of franchise sale.
Our Marketing Funds revenue is derived primarily from RE/MAX franchisees in Company-Owned Regions based on the number of RE/MAX agents in the respective franchise, with smaller contributions by Independent Region owners and Motto franchisees. Marketing Funds revenues are fixed contractual fees paid monthly by RE/MAX and Motto franchisees based on the terms outlined in the franchise agreement.
Marketing Funds. Our Marketing Funds revenue is derived primarily from REMAX franchisees in Company-Owned Regions based on the number of REMAX agents in the respective franchise, with smaller contributions by Independent Region owners and Motto franchisees. Marketing Funds revenues are fixed contractual fees paid monthly by REMAX and Motto franchisees based on the terms outlined in the franchise agreement.
The mortgage brokerage industry is usually adversely impacted in periods of decreasing home sales activity, as this results in fewer purchase-money mortgage originations, and periods of high interest rates, making homeowners less likely to refinance. Our Franchising Model and Offerings The RE/MAX Franchise Offering .
The mortgage brokerage industry is usually adversely impacted in periods of decreasing home sales activity, as this results in fewer purchase-money mortgage originations, and periods of high interest rates, making homeowners less likely to refinance. Our Franchising Model and Offerings The REMAX Franchise Offering .
We have registered Motto ® and Motto Mortgage ® as trademarks in the U.S. and registered Motto as a trademark in other countries as well. We have also registered the wemlo trademark in the U.S. and Canada. Our franchisees, Independent Regions and Global Regions actively use the RE/MAX and Motto trademarks pursuant to their franchise or regional agreements with us.
We have registered Motto ® and Motto Mortgage ® as trademarks in the U.S. and registered Motto as a trademark in other countries as well. We have also registered the wemlo trademark in the U.S. and Canada. Our franchisees, Independent Regions and Global Regions actively use the REMAX and Motto trademarks pursuant to their franchise or regional agreements with us.
The Motto franchise model offers U.S. real estate brokers, real estate professionals, mortgage professionals and other investors access to the mortgage brokerage industry. Motto is highly complementary to our RE/MAX real estate business and is designed to improve the profitability of real estate brokerages and professionals by providing diversified revenue and income streams.
The Motto franchise model offers U.S. real estate brokers, real estate professionals, mortgage professionals and other investors access to the mortgage brokerage industry. Motto is highly complementary to our REMAX real estate business and is designed to improve the profitability of real estate brokerages and professionals by providing diversified revenue and income streams.
RE/MAX is a 100% franchised business, with all RE/MAX branded brokerage office locations being operated by franchisees. We franchise directly in the U.S. and Canada, in what we call “Company-Owned Regions.” Franchisees (or broker-owners), in turn, enter into independent contractor relationships with real estate agents who represent real estate buyers and sellers.
REMAX is a 100% franchised business, with all REMAX branded brokerage office locations being operated by franchisees. We franchise directly in the U.S. and Canada, in what we call “Company-Owned Regions.” Franchisees (or broker-owners), in turn, enter independent contractor relationships with real estate agents who represent real estate buyers and sellers.
Toward these ends, we seek to provide a competitive level of compensation that rewards for both short-term performance and longer-term value creation, promotes accountability, incentivizes individual performance aligned with long-term strategy. This philosophy drives all aspects of officer compensation, including our base pay guidelines, annual incentives, and grants of long-term equity-based compensation awards.
To achieve this, we seek to provide a competitive level of compensation that rewards for both short-term performance and longer-term value creation, promotes accountability, and incentivizes individual performance aligned with long-term strategy. This philosophy drives all aspects of officer compensation, including our base pay guidelines, annual incentives, and grants of long-term equity-based compensation awards.
We have three reportable segments: Real Estate, Mortgage and Marketing Funds. Real Estate comprises our real estate brokerage franchising operations under the RE/MAX brand name and corporate-wide shared services expenses. Mortgage is comprised of our mortgage brokerage franchising operations under the Motto brand and mortgage loan processing software and services under the wemlo brand.
We have three reportable segments: Real Estate, Mortgage and Marketing Funds. Real Estate comprises our real estate brokerage franchising operations under the REMAX brand name and corporate-wide shared services expenses. Mortgage is comprised of our mortgage brokerage franchising operations under the Motto brand and mortgage loan processing software and services under the wemlo brand.
Marketing Funds represents our marketing campaigns designed to build and maintain brand awareness for both of our franchise brands and the costs of agent marketing technology such as BoldTrail. Other Revenue contains all other operations which are quantitatively insignificant.
Marketing Funds represents our marketing campaigns designed to build and maintain brand awareness for both of our franchise brands and the costs 9 Table of Contents of agent marketing technology such as BoldTrail. Other Revenue contains all other operations which are quantitatively insignificant.
This model not only creates an ancillary business opportunity for current real estate brokerage firms and professionals but also offers opportunities for mortgage professionals seeking to open their own businesses and other independent investors interested in financial services. The Motto model offers value to our franchisees by offering: ● Setup Guidance.
This model not only creates an ancillary business opportunity for current real estate brokerage firms and professionals but also offers opportunities for mortgage professionals seeking to open their own businesses and other independent investors interested in providing home financing services. The Motto model offers value to our franchisees by offering: ● Setup Guidance.
Motto franchisees work with a pre-vetted group of wholesale lenders to streamline the shopping process and to provide customers with competitive choices. ● Technology. We have seamlessly integrated industry leading systems into one time-saving technological ecosystem including intuitive mortgage origination, LBS, CRM and marketing platforms. ● Loan Processing.
Motto franchisees work with a prequalified and verified group of wholesale lenders to streamline the shopping process and to provide customers with competitive choices. ● Technology. We have seamlessly integrated industry leading systems into one time-saving technological ecosystem including intuitive mortgage origination, LBS, CRM and marketing platforms. ● Loan Processing.
The RE/MAX network has supported, since 1992, Children's Miracle Network Hospitals ® in the U.S. and Children's Miracle Network ® in Canada, to help sick and injured children. Through the Miracle Home ® program, participating RE/MAX agents donate to Children's Miracle Network Hospitals once a home sale transaction is complete.
The REMAX network has supported, since 1992, Children's Miracle Network Hospitals ® in the U.S. and Children's Miracle Network ® in Canada, to help sick and injured children. Through the Miracle Home ® program, participating REMAX agents donate to Children's Miracle Network Hospitals once a home sale transaction is complete.
We believe the widespread recognition of the RE/MAX brand and our iconic red, white and blue RE/MAX hot air balloon logo and property signs is a key aspect of our value proposition to agents and franchisees.
We believe the widespread recognition of the REMAX brand and our iconic red, white and blue REMAX hot air balloon logo and property signs is a key aspect of our value proposition to agents and franchisees.
We protect the RE/MAX, Motto and wemlo brands through a combination of trademarks and copyrights. We strategically pursue registration of important trademarks and actively protect our brands in the U.S. and internationally against third-party infringement.
We protect the REMAX, Motto and wemlo brands through a combination of trademarks and copyrights. We strategically pursue registration of important trademarks and actively protect our brands in the U.S. and internationally against third-party infringement.
A question that is asked as part of these surveys is, “How happy are you working at the Company?” Approximately 79% of respondents answered favorably in the most recent employee survey from the last half of 2024. Leadership compensation and retention.
A question that is asked as part of these surveys is, “How happy are you working at the Company?” Approximately 70% of respondents answered favorably in the most recent employee survey from the last half of 2025. Leadership compensation and retention.
Such laws affect the terms that we may offer in our franchise agreements with Motto franchisees and may to some extent restrict preferred vendor programs, both for Motto and RE/MAX.
Such laws affect the terms that we may offer in our franchise agreements with Motto franchisees and may to some extent restrict preferred vendor programs, both for Motto and REMAX.
Government Regulation Franchise Regulation . The sale of franchises is regulated by various state laws, as well as by the Federal Trade Commission (“FTC”). The FTC requires that franchisors make extensive disclosures to prospective franchisees but does not require registration. A number of states require registration or disclosure by franchisors in connection with franchise offers and sales.
The sale of franchises is regulated by various state laws, as well as by the Federal Trade Commission (“FTC”). The FTC requires that franchisors make extensive disclosures to prospective franchisees but does 13 Table of Contents not require registration. A number of states require registration or disclosure by franchisors in connection with franchise offers and sales.
Our brand and the economics of our model generally attract driven, professional, entrepreneurially minded franchisees, and we allow them autonomy to run their businesses independently, including the freedom to negotiate commission rates and splits and oversee local advertising aligned with RE/MAX brand standards.
Our brand and the economics of our model attract driven, professional, entrepreneurially minded franchisees, and we allow them autonomy to run their businesses independently, including the freedom to negotiate commission rates and splits and oversee local advertising aligned with REMAX brand standards.
Subsequently, we charge a fixed monthly fee of $4,650 throughout the remainder of the franchise agreement term. This revenue is included in Continuing Franchise Fees. As of December 31, 2024, we had approximately 96% of our billed offices being charged the full fixed monthly fee.
Subsequently, we charge a fixed monthly fee of $4,650 throughout the remainder of the franchise agreement term. This revenue is included in Continuing Franchise Fees. As of December 31, 2025, we had approximately 91% of our billed offices being charged the full fixed monthly fee.
The amount of revenue recognized varies significantly depending on whether RE/MAX affiliates are in Company-Owned Regions in the U.S. and Canada, Independent Regions in the U.S. and Canada, or Global Regions outside of the U.S. and Canada.
The amount of revenue recognized varies significantly depending on whether REMAX affiliates are in Company-Owned Regions in the U.S. and Canada, Independent Regions in the U.S. and Canada, or Global Regions outside of the U.S. and Canada.
Globally, approximately 49% of our RE/MAX franchises have at least one female owner and 53% of RE/MAX agents are women, as of December 31, 2024. We continue to partner with multiple industry advocacy groups that promote diversity and equality in homeownership. Corporate social responsibility .
Globally, approximately 49% of our REMAX franchises have at least one female owner and 53% of REMAX agents are women, as of December 31, 2025. We continue to partner with multiple industry advocacy groups that promote diversity and equality in homeownership. Corporate social responsibility .
The RE/MAX brand has the highest level of unaided brand awareness in residential real estate in the U.S. and Canada according to a consumer study conducted by MMR Strategy Group. Our iconic red, white and blue RE/MAX hot air balloon is one of the most recognized real estate logos in the world. ​ ● Leading agent productivity .
The REMAX brand has the highest level of unaided brand awareness in residential real estate in the U.S. and Canada according to a consumer study conducted by MMR Strategy Group. Our iconic red, white and blue REMAX hot air balloon is one of the most recognized real estate logos in the world.
The RE/MAX network has donated over $200 million to the Children’s Miracle Network Hospitals in the U.S. and Canada since 1992. The Motto network aims to bring hope to food-insecure communities through the Motto Mortgage Mission Against Hunger. This initiative organizes food drives nationwide and delivers donations to local food pantries.
The REMAX network has donated over $218 million to the Children’s Miracle Network Hospitals in the U.S. and Canada combined since 1992. The Motto network aims to bring hope to food-insecure communities through the Motto Mortgage Mission Against Hunger. This initiative organizes food drives nationwide and delivers donations to local food pantries.
Our average revenue (excluding the Marketing Funds fees) per agent in Company-Owned Regions in the U.S. and Canada was approximately $2,570, $2,550, and $2,750, with approximately $820, $765 and $850 less per agent in Canada than in the U.S. primarily due to different broker fee structures and because of foreign exchange differences between the U.S. dollar and the Canadian dollar, for the three years ended December 31, 2024, 2023 and 2022, respectively.
For the years ended December 31, 2025, 2024, and 2023, our average revenue (excluding the Marketing Funds fees) per agent in Company-Owned Regions in the U.S. and Canada was approximately $2,565, $2,570, and $2,550, with approximately $900, $820 and $765 less per agent in Canada than in the U.S. primarily due to different broker fee structures and because of foreign exchange differences between the U.S. dollar and the Canadian dollar.
In our early days, one of the keys to our initial success was an intentional decision to target women to join our RE/MAX network as real estate agents, which helped create professional opportunities for women in a traditionally male- 12 Table of Contents dominated industry at the time.
In our early days, one of the keys to our initial success was an intentional decision to target women to join our REMAX network as real estate agents, which helped create professional opportunities for women in a traditionally male-dominated industry at the time.
Funds are collected from franchisees by our Marketing Funds entities primarily in Company-Owned Regions to support marketing campaigns to build brand awareness and to support the Company’s consumer facing technology, such as BoldTrail. The use of the dollars in the Marketing Funds is restricted by the terms of our franchise agreements.
Funds are collected from franchisees by our Marketing Funds entities primarily in Company-Owned Regions to support marketing campaigns to build brand awareness and to fund certain consumer facing technology initiatives, such as BoldTrail. The use of the dollars in the Marketing Funds is governed by the terms of our franchise agreements.
For the years ended December 31, 2024, 2023 and 2022, these recurring revenue streams accounted for 67.4%, 66.7% and 64.3% of our revenue excluding the Marketing Funds, respectively. Broker fees are a variable revenue stream and represent a percentage, generally 1%, of the real estate commissions paid by customers when a RE/MAX agent buys or sells a home.
For the years ended December 31, 2025, 2024 and 2023, these recurring revenue streams accounted for 65.5%, 67.4% and 66.7% of our revenue excluding the Marketing Funds, respectively. Broker fees are a variable revenue stream and represent a percentage, generally 1%, of the real estate commissions paid by customers when a REMAX agent buys or sells a home.
For the years ended December 31, 2024, 2023 and 2022, Broker fees accounted for 22.7%, 21.1% and 23.9% of our revenue excluding the Marketing Funds, respectively. The remainder of our revenue is derived from franchise sales and renewals, preferred marketing arrangements, event-based revenue, mortgage loan processing revenue and digital advertising revenue.
For the years ended December 31, 2025, 2024 and 2023, Broker fees accounted for 24.5%, 22.7% and 21.1% of our revenue excluding the Marketing Funds, respectively. The remainder of our revenue is derived from franchise sales and renewals, event-based revenue, mortgage loan processing revenue, preferred marketing arrangements, digital advertising revenue, and revenue from our MaaS platform.
Prior to opening an office in the U.S. or Canada, a franchisee or principal owner is required to attend a four-to five-day educational program at our global headquarters or virtually. ● RE/MAX Marketing and Promotion .
Prior to opening an office in the U.S. or Canada, a franchisee or principal owner is required to attend an educational program at our global headquarters or virtually. ● REMAX Marketing and Promotion .
Our Adjusted EBITDA margins are often lower in the first and fourth quarters due primarily to the impact of lower broker fees and other revenue as a result of lower overall sales volume, as well as higher selling, operating and administrative expenses in the first quarter for expenses incurred in connection with the RE/MAX annual agent convention.
Our Adjusted EBITDA margins are often lower in the first and fourth quarters due primarily to the impact of lower broker fees and other revenue because of lower overall sales volume, as well as higher selling, operating and administrative expenses in the first quarter for expenses incurred in connection with the REMAX annual agent convention. Government Regulation Franchise Regulation .
RE/MAX agents are, on average, substantially more productive than the industry average. RE/MAX agents have consistently outsold competing agents at large U.S. brokerages on average more than two-to-one over the last fourteen years based on data in the RealTrends Verified Best Brokerage rankings.
REMAX agents have consistently outsold competing agents at large U.S. brokerages on average more than two-to-one over the last fourteen years based on data in the RealTrends Verified Best Brokerage rankings.
We have pursued a strategy to acquire those regional franchise rights from Independent Regions in the U.S. and Canada. Our remaining Independent Regions cover nine states, portions of one additional state, and the province of Quebec.
Over time, we have implemented a strategy to reacquire those regional franchise rights in the U.S. and Canada. Our remaining Independent Regions cover nine states, portions of one additional state, and the province of Quebec.
Our average revenue (excluding the Marketing Funds fees) in Independent Regions in the U.S. and Canada was approximately $770, $800, and $825, and in Global Regions outside of the U.S. and Canada was approximately $220, $205, and $200, in the three years ended December 31, 2024, 2023 and 2022, respectively. Mortgage .
For the years ended December 31, 2025, 2024 and 2023, our average revenue (excluding the Marketing Funds fees) in Independent Regions in the U.S. and Canada was approximately $765, $770, and $800, and in Global Regions outside of the U.S. and Canada was approximately $225, $220, and $205, respectively. Mortgage .
RMCO is a holding company that is the direct or indirect parent of all of our operating businesses, including RE/MAX, LLC and Motto Franchising, LLC. As of December 31, 2024, Holdings owns 60.2% of the common units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining 39.8% of common units in RMCO.
RMCO is a holding company that is the direct or indirect parent of all our operating businesses, including RE/MAX, LLC and Motto Franchising, LLC. As of December 31, 2025, Holdings owns 61.5% of the common units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining 38.5% of common units in RMCO.
The deferred tax assets and related TRA liabilities are valued, in part, based on the enacted U.S. and state corporate tax rates. In 2023, we determined a full valuation allowance was needed for our deferred tax assets due to reduced taxable income primarily from settling costly litigation.
The deferred tax assets and related TRA liabilities are valued, in part, based on the enacted U.S. and state corporate tax rates. In 2023, we determined a valuation allowance was needed for our deferred tax assets due to reduced taxable income primarily from settling costly litigation. This led to a remeasurement of TRA liabilities, resulting in a $25.3 million gain.
Historically the majority of our revenue is recurring in nature and driven by the number of agents in the RE/MAX network and the number of open offices in the Motto network.
Historically most of our revenue is recurring in nature and driven by the number of agents in the REMAX network and the number of open offices in the Motto network.
In general, franchisees do not receive an exclusive territory in the U.S. except under certain limited circumstances. In the early years of our expansion in the U.S. and Canada, we sold regional franchise rights to independent owners for certain geographic regions, in what we call “Independent Regions”, pursuant to which those Independent Regions have the exclusive right to sell franchises.
In general, franchisees do not receive an exclusive territory in the U.S. except under certain limited circumstances. In the early years of our expansion in the U.S. and Canada, we sold regional franchise rights to independent owners for certain geographic territories, referred to as “Independent Regions”, under agreements granting those regions the exclusive right to sell franchises within their territories.
The following table summarizes the number of employees and employee makeup by function as of December 31 of each year: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ % change Full-time employees ​ 536 ​ 544 ​ (1%) ​ ​ ​ ​ ​ ​ ​ Employee function ​ ​ ​ ​ ​ ​ Technology ​ 29% ​ 28% ​ 1% Sales and franchise development ​ 28% ​ 28% ​ 0% Marketing, education and events ​ 16% ​ 17% ​ (1%) Shared services ​ 27% ​ 27% ​ 0% Total ​ 100% ​ 100% ​ ​ When searching for new employees, we look for bright, forward-thinking individuals who are committed to innovation, value teamwork and are passionate about helping entrepreneurs build and grow their businesses.
The following table summarizes the number of employees and employee makeup by function: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ 2024 ​ % change ​ Full-time employees ​ 519 ​ 537 ​ (3%) ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee function ​ ​ ​ ​ ​ ​ ​ Technology ​ 28% ​ 29% ​ (1%) ​ Sales and franchise development ​ 28% ​ 29% ​ (1%) ​ Marketing, education and events ​ 18% ​ 18% ​ 0% ​ Shared services ​ 26% ​ 24% ​ 2% ​ Total ​ 100% ​ 100% ​ ​ ​ When searching for new employees, we look for bright, forward-thinking individuals who are committed to innovation, value teamwork and are passionate about helping entrepreneurs build and grow their businesses.
We believe there is long-term potential for the mortgage brokerage channel to continue to increase market share. Motto is the first and only national mortgage brokerage franchise brand in the U.S. We are a mortgage brokerage franchisor, not a lender, banker or mortgage brokerage.
In 2025, approximately 20% of mortgage originations were handled by mortgage brokerages (1) . We believe there is long-term potential for the mortgage brokerage channel to continue to increase market share. Motto is the first and only national mortgage brokerage franchise brand in the U.S. We are a mortgage brokerage franchisor, not a lender, banker or mortgage brokerage.
Our Value Creation and Growth Strategy As primarily a franchisor, we generate favorable margins and healthy amounts of cash flow that facilitate our value creation and growth strategy, and when appropriate and feasible, returning capital to our shareholders.
Our Value Creation and Growth Strategy As a franchisor, we generate favorable margins and meaningful cash flow that facilitate our value creation and growth strategy, and when appropriate and feasible, returning capital to our stockholders.
(2) Transaction sides per agent calculated by RE/MAX based on 2024 RealTrends Verified Best Brokerages data, citing 2023 transaction sides for the 1,327 participating U.S. brokerages that closed 500 transaction sides, excluding 65 who did not report or publish active licensees. RE/MAX average: 11.8. Competitors: 5.2 ​ Motto.
(2) Transaction sides per agent calculated by REMAX based on 2025 RealTrends Verified Best Brokerages data, citing 2024 transaction sides for the 1,256 participating U.S. brokerages that closed 500 transaction sides, excluding 43 who did not report or publish active licensees. REMAX average: 11.9. Competitors: 5.3 ​ Motto.
Segment Revenue and Profit As a franchisor, we maintain a low fixed-cost structure. In addition, our stable, fee-based model derives a majority of our revenue from recurring fees paid by our RE/MAX and Motto franchisees, RE/MAX Independent Region franchise owners and RE/MAX agents. This combination contributes to healthy margins and meaningful cash flow.
Segment Revenue and Profit As a franchisor, we maintain a low fixed-cost structure. Our stable, asset-light, fee-based model derives a majority of our revenue from recurring fees paid by our REMAX and Motto franchisees, REMAX Independent Region franchise owners and REMAX agents. This combination contributes strong margins and consistent cash flow.
The mortgage brokerage business in which Motto franchisees participate is highly competitive and competition for talented loan originators and loan processors is often fierce. Additionally, wholesale lenders may also provide similar services that Motto offers to our franchisees. There are no other national mortgage brokerage franchises in the United States.
The mortgage brokerage business in which Motto franchisees participate is highly competitive and competition for talented loan originators and loan processors is often intense. Wholesale lenders may provide similar services to those offered within the Motto system. There are no other national mortgage brokerage franchises in the United States.
The BoldTrail platform also now offers an agent level email-integrated, AI productivity tool (“Folio”), advanced recruiting, retention and productivity coaching to support franchisee growth (“Recruit”) and a comprehensive end-to-end back-office solution (“Backoffice”). The BoldTrail platform also integrates key 6 Table of Contents partnerships that are widely adopted across the industry.
The BoldTrail platform also now offers an agent level email-integrated, AI productivity tool (“Folio”), advanced recruiting, retention and productivity coaching to support franchisee growth (“Recruit”) and a comprehensive end-to-end back-office solution (“Backoffice”). The BoldTrail platform also integrates key partnerships that are widely adopted across the industry and empowers users with enhanced insights and real-time transaction level data.
RE/MAX was voted most trusted Real Estate Agency brand by American shoppers based on the BrandSpark® American Trust Study, for 2019 and for the years 2022 through 2024. In Canada, RE/MAX was voted most trusted Real Estate Agency brand by Canadian Shoppers based on the BrandSpark® Canadian Trust Study, for 2017 and for the years 2019 through 2024.
In Canada, REMAX was voted most trusted Real Estate Agency brand by Canadian Shoppers based on the BrandSpark® Canadian Trust Study, for 2017, 2019 and for the years 2021 through 2025.
National brokerage models that operate both with and without a physical footprint, including Compass, eXp Realty, the REAL Brokerage, LPT Realty and Fathom Realty have gained market share in recent years as competition for highly productive agents and teams has continued to intensify. Motto.
National brokerage models operate both with and without a physical footprint, including cloud-based brands eXp Realty, the REAL Brokerage, LPT Realty and Fathom Realty which have gained significant market share in recent years as competition for individual agents and teams has continued to intensify.
ITEM 1. 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 (“RE/MAX”) and mortgage brokerages in the U.S. under the Motto ® Mortgage brand (“Motto”).
ITEM 1. BUSINESS Overview We are one of the world’s leading franchisors in the real estate industry. We franchise real estate brokerages worldwide under the RE/MAX ® brand (“REMAX”) and mortgage brokerages in the United States under the Motto ® Mortgage brand (“Motto”).
Our model maximizes RE/MAX agents’ productivity by providing the following combination of benefits to our franchisees and agents: ● Affiliation with the Leading Brand in Residential Real Estate .
Our model maximizes REMAX agents’ productivity by providing the following combination of benefits to our franchisees and agents: ● Affiliation with the Leading Brand in Residential Real Estate . A global footprint unmatched by any of our competitors.
A variety of advertising, marketing and promotional programs on a global, national and local level build our brand and generate leads for RE/MAX agents, including leading websites such as remax.com and remax.ca and advertising campaigns across various mediums. We cultivate leads that are validated and qualified before they are routed to our agents.
A variety of advertising, marketing and promotional programs on a global, national and local level build our brand and generate leads for REMAX agents, including leading websites such as remax.com and remax.ca and advertising campaigns across various mediums.
Home buyers and sellers have voted RE/MAX as the brand with the #1 most trusted real estate agents in the U.S. and Canada year after year (1) . The industry-leading trust was confirmed by the 2024 BrandSpark ® Most Trusted Awards, a consumer-voted awards program that considers the responses of thousands of individuals. ​ ● Leading brand awareness.
REMAX agents have been voted the #1 most trusted real estate agents in the U.S. and Canada year after year (1) as confirmed by the 2025 BrandSpark ® Most Trusted Awards, a consumer-voted awards program that considers the responses of thousands of individuals. ​ ● Leading brand awareness.
Through its ownership of the Class B common stock, RIHI holds 39.8% of the voting power of the Company’s stock as of December 31, 2024. Mr. Liniger also owns Class A common stock with an additional 1.1% of the voting power of the Company’s stock as of December 31, 2024.
Through its ownership of the Class B common stock, RIHI holds 38.5% of the voting power of the Company’s stock as of December 31, 2025. Mr. Liniger is also the beneficial owner of Class A common stock with an additional 1.1% of the voting power of the Company’s stock as of December 31, 2025.
New entrants with varying business models have continued to grow, drive consolidation, and take market share. The mortgage brokerage industry also generally benefits from periods of increasing home sales activity and rising home prices, as this can result in increased purchase-money mortgage originations and from periods when homeowners 5 Table of Contents refinance to take advantage of lower interest rates.
The mortgage brokerage industry also generally benefits from periods of increasing home sales activity and rising home prices, as this can result in increased purchase-money mortgage originations and from periods when homeowners refinance to take advantage of lower interest rates.
The RE/MAX brand is built on the strength of our global, entrepreneurial franchise network and our agent-centric model that helps to attract, develop and retain the trusted, productive and professional agents by maximizing their opportunity to retain a larger portion of their commissions.
The REMAX brand is built on the strength of our global, entrepreneurial franchise network and our agent-centric economic models that help to attract, develop and retain among the industry’s most trusted, productive and professional agents by offering flexible economic options that empower agents to retain a larger portion of their commissions.
We compete against many different types of competitors including traditional real estate brokerages, non-traditional real estate brokerages, including some that offer deeply discounted commissions to consumers and others which operate virtually without brick-and-mortar brokerage offices. We compete in different ways for franchisees, for agents, and for consumers. Many brokerages are independent, with the best-known independent brokerages being regional players.
The residential real estate brokerage industry is fragmented and highly competitive. We compete against many different types of competitors including traditional real estate brokerages and non-traditional real estate brokerages, including some that offer deeply discounted commissions to consumers and others which operate virtually without brick-and-mortar brokerage offices.
Through our wemlo brand, we offer Motto franchisees, as well as mortgage brokers across the brokerage industry, a customer-centric team of processors who are diligently recruited, accompanied by experienced managers who help facilitate a seamless clear-to-close experience. We provide ongoing training and educational opportunities for our processors to ensure that they stay current on recent industry trends. ● Franchising Expertise.
Through our wemlo brand, we offer Motto franchisees, as well as mortgage brokers across the brokerage industry, a customer-centric team of processors who are diligently recruited, accompanied by experienced managers who help facilitate a seamless clear-to-close experience utilizing our technology systems mentioned above.
We guide owners through every step of the setup process. 7 Table of Contents ● Compliance, Education, and Support. We provide robust compliance support, including examination assistance and a system built with transparency in mind. To help each franchise owner, we provide support structures that allow them to spend their time getting more business. ● Access to Multiple Lenders.
We guide owners through every step of the setup process. ● Compliance, Education, and Support. We provide robust compliance support, including comprehensive training to our franchisees to enhance the professional expertise of our loan originators. To help each franchise owner, we provide support structures that allow them to spend their time getting more business. ● Access to Multiple Lenders.
Independent Regions may contribute to creative and/or media campaigns or technology initiatives to achieve economies of scale but are generally responsible for any regional advertising in their respective areas. ● Franchisee and Agent Sponsored Local Campaigns. Our franchisees and their agents engage in extensive promotional efforts within their local markets to attract customers and drive agent and brand awareness locally.
Independent Regions may contribute to 7 Table of Contents creative and/or media campaigns or technology initiatives to achieve economies of scale but are generally responsible for regional advertising in their respective areas. ● Franchisee and Agent Sponsored Local Campaigns.
These programs are subject to our brand standards for use of the RE/MAX brand, but we allow our franchisees and their agents substantial flexibility to create advertising, marketing and promotion programs that are tailored to local market conditions. The Motto Franchise Offering .
These programs are subject to our brand standards for use of the REMAX brand, while allowing our franchisees and their agents substantial flexibility to create advertising, marketing and promotion programs that are tailored to local market conditions. The Motto Franchise Offering . We believe mortgage brokers and their affiliated loan originators provide choice and a valuable “concierge” service for consumers.
Pursuant to the terms of the Company’s Certificate of Incorporation, RIHI, as holder of all of Holdings’ Class B common stock is entitled to a number of votes on matters presented to Holdings’ stockholders equal to the number of RMCO common units that RIHI holds.
The diagram below depicts our organizational structure: The holders of Holdings Class A common stock collectively own 100% of the economic interests in Holdings, while RIHI owns 100% of the outstanding shares of Holdings Class B common stock. 11 Table of Contents Pursuant to the terms of the Company’s Certificate of Incorporation, RIHI, as holder of all of Holdings’ Class B common stock is entitled to a number of votes on matters presented to Holdings’ stockholders equal to the number of RMCO common units that RIHI holds.
Our Voice of Customer program enables us to gain valuable insights into our customers' entrepreneurial needs, allowing us to provide enhancements to our value proposition responsive to our customers’ needs and more effective support. We believe we can utilize economies of scale for beneficial pricing for our franchisees. ● High Agent Commission Split and Low Franchise Fees .
Our voice of customer program enables us to gain valuable insights into our customers' entrepreneurial needs, allowing us to refine our offerings and deliver more effective support tailored to those needs. We leverage the scale of our network to negotiate beneficial pricing and favorable partnerships that benefit our franchisees. ● High Agent Commission Split and Low Franchise Fees .
With a presence in over 110 countries and territories – a global footprint unmatched by any of our competitors – and leading unaided brand awareness in the U.S. and Canada, according to a consumer study by MMR Strategy Group, we reinforce brand awareness through marketing and advertising campaigns that are augmented by our franchisees’ and agents’ local marketing. ● Entrepreneurial, High-Performance Culture .
We have presence in more than 120 countries and territories – and leading unaided brand awareness in the U.S. and Canada, according to a consumer study by MMR Strategy Group. We support brand recognition through coordinated marketing and advertising initiatives complemented by the localized marketing efforts of our franchisees’ and agents’. ● Entrepreneurial, High-Performance Culture .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Our Business We may fail to execute our strategies to grow our business, which could have a material adverse effect on our financial performance and results of operations. We are pursuing a number of strategies to grow our revenue and earnings and to deploy the cash generated by our business.
Biggest changeWe have grouped our risks according to: ● Risks Related to Our Business; ● Risks Related to Our Industry; ● Risks Related to Our Legal and Capital Structure; ● Risks Related to Governmental Regulations; and ● General Risks. 14 Table of Contents Risks Related to Our Business We may fail to execute our strategies to grow our business, which could have a material adverse effect on our financial performance and results of operations.
It is possible we may not be able to successfully capitalize on a given opportunity and/or achieve the expected returns, including the execution of expected cost and growth synergies. Integration activities involve complex operational and personnel-related challenges and we may encounter unforeseen difficulties and higher than expected integration costs.
It is possible we may not be able to successfully capitalize on a given acquisition opportunity and/or achieve the expected returns, including the execution of expected cost and growth synergies. Integration activities involve complex operational and personnel-related challenges and we may encounter unforeseen difficulties and higher than expected integration costs.
We, or our franchisees, are also subject to various other rules and regulations such as: ● the Gramm-Leach-Bliley Act, which governs the disclosure and safeguarding of consumer financial information; ● The Mortgage Acts and Practices (“MAP”) Advertising Rule; ● The Federal Trade Commission’s Franchise Rule; ● State franchise laws and regulations; ● the European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act, the Personal Information Protection and Electronic Documents Act (Canada); and various other laws protecting consumer data; ● the USA PATRIOT Act and the proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); ● restrictions on transactions with persons on the Specially Designated Nationals and Blocked Persons list promulgated by the Office of Foreign Assets Control of the Department of the Treasury; ● federal, state, and provincial “Do Not Call,” “Do Not Fax,” and “Do Not E-Mail” laws; 24 Table of Contents ● the Fair Housing Act and National Housing Act (Canada); ● laws and regulations, including the Foreign Corrupt Practices Act, that impose sanctions on improper payments; ● laws and regulations in jurisdictions outside the U.S. in which we do business; ● federal, state, and provincial employment, workplace and taxation laws and regulations, including any changes that would require reclassification of independent contractors to employee status, and wage and hour regulations ; and ● consumer fraud statutes.
We, or our franchisees, are also subject to various other rules and regulations such as: ● the Gramm-Leach-Bliley Act, which governs the disclosure and safeguarding of consumer financial information; ● The Mortgage Acts and Practices (“MAP”) Advertising Rule; ● The Federal Trade Commission’s Franchise Rule; ● State franchise laws and regulations; ● the European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act, the Personal Information Protection and Electronic Documents Act (Canada); and various other laws protecting consumer data; ● the USA PATRIOT Act and the proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); ● restrictions on transactions with persons on the Specially Designated Nationals and Blocked Persons list promulgated by the Office of Foreign Assets Control of the Department of the Treasury; ● federal, state, and provincial “Do Not Call,” “Do Not Fax,” and “Do Not E-Mail” laws; ● the Fair Housing Act and National Housing Act (Canada); ● laws and regulations, including the Foreign Corrupt Practices Act, that impose sanctions on improper payments; ● laws and regulations in jurisdictions outside the U.S. in which we do business; ● federal, state, and provincial employment, workplace and taxation laws and regulations, including any changes that would require reclassification of independent contractors to employee status, and wage and hour regulations ; and ● consumer fraud statutes.
If our franchisees are not able to attract and retain agents and loan originators or successfully manage teams of agents within their brokerages, none of which is within our direct control, our revenue may decline. Our revenue may decline if franchisees are unable to pay the fees owed to us.
If our franchisees are not able to attract and retain agents and loan originators or successfully manage teams of agents within their brokerages, none of which is within our direct control, our revenue may decline. Our revenue may decline if franchisees are unable or unwilling to pay the fees owed to us.
These provisions: ● establish a classified Board of Directors so that not all members of our Board of Directors are elected at one time; ● authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend or other rights or preferences superior to the rights of the holders of common stock; ● provide that our Board of Directors is expressly authorized to make, alter, or repeal our bylaws; ● delegate the sole power to our Board of Directors to fix the number of directors; ● provide the power of our Board of Directors to fill any vacancy on our Board of Directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; ● eliminate the ability of stockholders to call special meetings of stockholders; and ● establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
These provisions: ● establish a classified Board of Directors so that not all members of our Board of Directors are elected at one time; 23 Table of Contents ● authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend or other rights or preferences superior to the rights of the holders of common stock; ● provide that our Board of Directors is expressly authorized to make, alter, or repeal our bylaws; ● delegate the sole power to our Board of Directors to fix the number of directors; ● provide the power of our Board of Directors to fill any vacancy on our Board of Directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; ● eliminate the ability of stockholders to call special meetings of stockholders; and ● establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
They may also be disappointed with other aspects of our value proposition including our marketing campaigns, technology offerings, or educational content. If we experience any conflicts with our franchisees on a large scale, our franchisees may decide not to renew their franchise agreements upon expiration or seek to disaffiliate with us, which could result in litigation.
They may also be disappointed with other aspects of our value proposition including our marketing initiatives, technology offerings, or educational content. If we experience any conflicts with our franchisees on a large scale, our franchisees may decide not to renew their franchise agreements upon expiration or seek to disaffiliate with us, which could result in litigation.
Other challenges and difficulties could also include: ● the possible departure of a significant number of key employees; ● the possible defection of franchisees and agents to other brands or independent real estate companies; ● limits on growth due to exclusive territories granted to current franchisees by former region owners; ● the failure to maintain important business relationships and contracts of the acquired business; ● our ability to implement appropriate cybersecurity controls while concurrently enhancing their platforms; ● legal or regulatory challenges or litigation, which could result in significant costs; ● potential unknown liabilities.
Other challenges and difficulties could also include: ● the possible departure of a significant number of key employees; ● the possible defection of franchisees and agents to other brands or independent real estate companies; 19 Table of Contents ● limits on growth due to exclusive territories granted to current franchisees by former region owners; ● the failure to maintain important business relationships and contracts of the acquired business; ● our ability to implement appropriate cybersecurity controls while concurrently enhancing their platforms; ● legal or regulatory challenges or litigation, which could result in significant costs; ● potential unknown liabilities.
After the trial, NAR and plaintiffs reached a settlement that included certain business practices including prohibiting offers of compensation to buyer brokers on the MLS and requiring buyer agreements for MLS participants working with a buyer. These changes may also result in enhanced competition from new or existing business models.
After the trial, NAR and plaintiffs reached a settlement that included certain business practice changes including prohibiting offers of compensation to buyer brokers on the MLS and requiring buyer agreements for MLS participants working with a buyer. These changes may also result in enhanced competition from new or existing business models.
Such litigation and other proceedings may include, but are not limited to, the industry class-action lawsuits as disclosed in Note 13, Commitments and Contingencies, securities litigation including class actions and shareholder derivative litigation, privacy and Telephone Consumer Protection Act litigation including class actions, complaints from or litigation by franchisees, usually related to alleged breaches of contract or wrongful termination under the franchise arrangements, or actions relating to intellectual property, commercial arrangements and franchising arrangements.
Such litigation and other proceedings may include, but are not limited to, the industry class-action lawsuits as disclosed in Note 13, Commitments and Contingencies, securities litigation including class actions and shareholder derivative 16 Table of Contents litigation, privacy and Telephone Consumer Protection Act litigation including class actions, complaints from or litigation by franchisees, usually related to alleged breaches of contract or wrongful termination under the franchise arrangements, or actions relating to intellectual property, commercial arrangements and franchising arrangements.
If we do not successfully build and maintain strong brands, our business could be materially harmed. We derive significant benefit from our market share leadership and our ability to make claims regarding the same, including through use of our slogan that “Nobody in the world sells more real estate than RE/MAX” as measured by residential transaction sides.
If we do not successfully build and maintain strong brands, our business could be materially harmed. 17 Table of Contents We derive significant benefit from our market share leadership and our ability to make claims regarding the same, including through use of our slogan that “Nobody in the world sells more real estate than RE/MAX” as measured by residential transaction sides.
Historically, we have realized, and expect to continue to realize, lower profitability in the first and fourth quarters due primarily to the impact of lower broker fees and other revenue primarily as a result of lower overall home sale transactions, and higher selling, operating and administrative expenses in the first quarter for expenses incurred in connection with our RE/MAX annual agent convention.
Historically, we have realized, and expect to continue to realize, lower profitability in the first and fourth quarters due primarily to the impact of lower broker fees and other revenue primarily as a result of lower overall home sale transactions, and higher selling, operating and administrative expenses in the first quarter for expenses incurred in connection with our REMAX annual agent convention.
Our brands’ value could diminish significantly if any such incidents or other matters erode consumer confidence in us, which may result in a decrease in our total agent, loan officer 15 Table of Contents and franchisee office counts and, ultimately, lower revenues, which in turn would materially and adversely affect our business and results of operations.
Our brands’ value could diminish significantly if any such incidents or other matters erode consumer confidence in us, which may result in a decrease in our total agent, loan officer and franchisee office counts and, ultimately, lower revenues, which in turn would materially and adversely affect our business and results of operations.
Loss of market leadership, and as a result an inability to tout the same, may hinder public and industry perception of RE/MAX as a leader in the real estate market and hurt agent recruitment and franchise sales as a result. Our business may be subject to risks related to events and circumstances that have a negative impact on our brands.
Loss of market leadership, and as a result an inability to tout the same, may hinder public and industry perception of REMAX as a leader in the real estate market and hurt agent recruitment and franchise sales as a result. Our business may be subject to risks related to events and circumstances that have a negative impact on our brands.
We may 18 Table of Contents experience service disruptions, outages, and other performance problems due to a variety of factors, including reliance on our third-party hosted services, infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our platform simultaneously, and denial of service, fraud or other attacks.
We may experience service disruptions, outages, and other performance problems due to a variety of factors, including reliance on our third-party hosted services, infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our platform simultaneously, and denial of service, fraud or other attacks.
Our failure to address these risks and uncertainties successfully could reduce our Internet presence, generate fewer leads for RE/MAX agents and damage our brand. We may be unable to execute on strategic acquisitions or transactions, including reacquiring the regional franchise rights of RE/MAX Independent Regions, or successfully integrate acquired companies.
Our failure to address these risks and uncertainties successfully could reduce our Internet presence, generate fewer leads for REMAX agents and damage our brand. We may be unable to execute on strategic acquisitions or transactions, including reacquiring the regional franchise rights of REMAX Independent Regions, or successfully integrate acquired companies.
Of particular risk and focus in recent years is the potential penetration of internal or outsourced systems by individuals seeking to disrupt operations or misappropriate information (aka, cyberattacks). Cyberattacks, including the use of phishing and malware, continue to grow in 25 Table of Contents sophistication making it impossible for us to mitigate all of these risks.
Of particular risk and focus in recent years is the potential penetration of internal or outsourced systems by individuals seeking to disrupt operations or misappropriate information (aka, cyberattacks). Cyberattacks, including the use of phishing and malware, continue to grow in sophistication making it impossible for us to mitigate all of these risks.
Competing businesses may offer fees that are lower than those we charge, or that are perceived as more attractive. Further, some of our largest competitors may have greater financial resources and larger budgets than we do to enhance their value proposition to agents, franchisees and consumers.
Competing businesses may offer fees that are lower than those we charge, or that are perceived as more attractive. 20 Table of Contents Further, some of our largest competitors may have greater financial resources and larger budgets than we do to enhance their value proposition to agents, franchisees and consumers.
Further, RE/MAX agent count is a key performance indicator (KPI), and incomplete information, or information that is not reported in a timely manner could impair our ability to evaluate and forecast key business drivers and financial performance. Our franchisees and their agents or loan originators could take actions that could harm our reputation and our business.
Further, REMAX agent count is a key performance indicator (KPI), and incomplete information, or information that is not reported in a timely manner could impair our ability to evaluate and forecast key business drivers and financial performance. Our franchisees and their agents or loan originators could take actions that could harm our reputation and our business.
If we are exposed to adverse publicity or events that damage our brands’ images, our business may suffer materially. We regard our RE/MAX trademark, balloon logo and property sign design trademarks and our Motto trademarks as valuable assets and important factors in the marketing of our brands.
If we are exposed to adverse publicity or events that damage our brands’ images, our business may suffer materially. We regard our REMAX trademark, balloon logo and property sign design trademarks and our Motto trademarks as valuable assets and important factors in the marketing of our brands.
We also rely on third parties for technology that is critical to financial reporting, our franchise and membership tracking and billing, tools to support RE/MAX consumer facing websites, and information security. We may enter into other key outsourcing relationships in the future.
We also rely on third parties for technology that is critical to financial reporting, our franchise and membership tracking and billing, tools to support REMAX consumer facing websites, and information security. We may enter into other key outsourcing relationships in the future.
Our financial results and the financial results of our franchisees are affected by the ability of our franchisees to attract and retain agents and loan originators, which can be impacted by the overall macro-economic environment. Our financial results depend upon the operational and financial success of our franchisees and, for RE/MAX, their agents and for Motto Mortgage, their loan originators.
Our financial results and the financial results of our franchisees are affected by the ability of our franchisees to attract and retain agents and loan originators, which can be impacted by the overall macro-economic environment. Our financial results depend upon the operational and financial success of our franchisees and, for REMAX, their agents and for Motto Mortgage, their loan originators.
The amount and structure of commissions that real estate agents receive could be impacted by the outcome of the antitrust litigations, related regulatory matters, and/or increased focus on commissions. This could reduce RE/MAX agent count and/or the fees we receive from our franchisees and agents, which, in turn, could adversely affect our financial condition and results of operations.
The amount and structure of commissions that real estate agents receive could be impacted by the outcome of the antitrust litigations, any related regulatory matters, and/or increased focus on commissions. This could reduce REMAX agent count and/or the fees we receive from our franchisees and agents, which, in turn, could adversely affect our financial condition and results of operations.
RE/MAX is a strong brand that we believe has contributed significantly to the success of our business, and the Motto brand continues to gain recognition. Maintaining, protecting and enhancing the RE/MAX brand, as well as our younger brands such as Motto and wemlo, is critical to growing our business.
REMAX is a strong brand that we believe has contributed significantly to the success of our business, and the Motto brand continues to gain recognition. Maintaining, protecting and enhancing the REMAX brand, as well as our younger brands such as Motto and wemlo, is critical to growing our business.
Liniger also personally owns Class A common stock with an additional 1.1% of the voting power of the 21 Table of Contents Company’s stock. Therefore, RIHI has the ability to significantly influence all matters submitted to a vote of our stockholders.
Liniger also personally owns Class A common stock with an additional 1.1% of the voting power of the Company’s stock. Therefore, RIHI has the ability to significantly influence all matters submitted to a vote of our stockholders.
The amount of the cash payments that we may be required to make under the tax receivable agreements could be significant and will depend, in part, upon facts and circumstances that are beyond our control.
The amount of the cash payments that we may be required to make under the tax receivable agreements could be significant and will depend, in part, upon facts and 22 Table of Contents circumstances that are beyond our control.
Our financial results depend heavily upon the number of RE/MAX agents and Motto offices in our networks, and the success of our franchisees depends largely on the ability of franchisees to attract and retain high quality agents and loan originators.
Our financial results depend heavily upon the number of REMAX agents and Motto offices in our networks, and the success of our franchisees depends largely on the ability of franchisees to attract and retain high quality agents and loan originators.
Most of our revenue is derived from recurring franchise fees paid by our franchisees or regional franchise owners based on the number of affiliated agents or offices, annual dues paid by RE/MAX agents, and recurring franchise fees based on the number of open Motto offices.
Most of our revenue is derived from recurring franchise fees paid by our franchisees or regional franchise owners based on the number of affiliated agents or offices, annual dues paid by REMAX agents, and recurring franchise fees based on the number of open Motto offices.
These provisions could also 23 Table of Contents discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.
These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.
There can be no assurance that the appellate court will uphold the district court’s final approval of RE/MAX, LLC’s U.S. Settlement Agreement. If the appellate court reverses the district court’s ruling granting final approval of the U.S.
There can be no assurance that the appellate court will uphold the district court’s final approval of the U.S. Settlement Agreement. If the appellate court reverses the district court’s ruling granting final approval of the U.S.
Although RIHI no longer controls a majority of the voting power of RE/MAX Holdings’ common stock, RIHI remains a significant stockholder of the Company and through its ownership of the Class B common stock holds 39.8% of the voting power of the Company’s stock. Mr.
Although RIHI no longer controls a majority of the voting power of RE/MAX Holdings’ common stock, RIHI remains a significant stockholder of the Company and through its ownership of the Class B common stock holds 38.5% of the voting power of the Company’s stock. Mr.
Failing to develop and maintain a positive relationship with our franchisees, agents and loan originators could compromise our ability to maintain or expand the RE/MAX and Motto networks. Although we believe our relationship with our franchisees and their agents and loan originators is strong, the nature of such relationships can give rise to conflict.
Failing to develop and maintain a positive relationship with our franchisees, agents and loan originators could compromise our ability to maintain or expand the REMAX and Motto networks. Although we believe our relationships with our franchisees and their agents and loan originators are strong, the nature of such relationships can give rise to conflict.
The indirect and direct effects of this action upon the real estate industry and the Company are not yet clear. Further, the Moehrl-related antitrust litigations and other legal proceedings may prompt additional regulatory changes to rules established by NAR, local or state real estate boards, or multiple listing services.
The indirect and direct effects of this action upon the real estate industry and the Company remain unclear. Further, the Moehrl-related antitrust litigations and other legal proceedings may prompt additional regulatory changes to rules established by NAR, local or state real estate boards, or multiple listing services.
In addition, a reduction in government support for home financing, including the possible winding down or privatization of GSEs could further reduce the availability of financing for homebuyers in the U.S. residential real estate market.
In addition, a reduction in government support for home financing, including the possible winding down or privatization of Government-Sponsored Enterprises (“ GSEs”) could further reduce the availability of financing for homebuyers in the U.S. residential real estate market.
If we fail to maintain adequate internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations.
If we fail to maintain adequate internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Our mortgage segment businesses operate in a heavily regulated and competitive industry. As younger businesses, they may carry a higher risk of failure. We sell residential mortgage brokerage franchises in the U.S. under the Motto Mortgage brand and we provide loan processing services through our wemlo brand.
As younger businesses, they may carry a higher risk of failure. We sell residential mortgage brokerage franchises in the U.S. under the Motto Mortgage brand and we provide loan processing services through our wemlo brand.
These risks include: ● fluctuations in foreign currency exchange rates, primarily related to changes in the Canadian dollar and Euro to U.S. dollar exchange rates; ● exposure to local economic conditions and local laws and regulations, including those relating to the agents of our franchisees; ● economic and/or credit conditions abroad; ● potential adverse changes in the political stability of foreign countries or in their diplomatic relations with the U.S.; ● business interruptions resulting from geo-political instability; ● restrictions on the withdrawal of foreign investments and earnings; ● government policies against businesses owned by foreigners; ● diminished ability to legally enforce our contractual rights in foreign countries; ● withholding and other taxes on remittances and other payments by subsidiaries; and ● changes in tax laws regarding taxation of foreign profits.
These risks include: ● fluctuations in foreign currency exchange rates, primarily related to changes in the Canadian dollar and Euro to U.S. dollar exchange rates; ● exposure to local economic conditions and local laws and regulations, including those relating to the agents of our franchisees; ● economic and/or credit conditions abroad; ● potential adverse changes in the political stability of foreign countries or in their diplomatic relations with the U.S.; ● business interruptions resulting from geo-political instability; ● restrictions on the withdrawal of foreign investments and earnings; ● government policies against businesses owned by foreigners; ● diminished ability to legally enforce our contractual rights in foreign countries; ● withholding and other taxes on remittances and other payments by subsidiaries; and ● changes in tax laws regarding taxation of foreign profits. 18 Table of Contents We rely on third parties for certain important aspects of our business, including technology that is critical to our value proposition and to our internal operations.
Our independent franchise operators may choose not to adopt initiatives and products designed to help them, and therefore may be less successful.
Our independent franchise operators may choose not to adopt initiatives and deploy products that we believe are designed to help them and therefore may be less successful.
On October 31, 2023, after a two-week trial, the jury in the Burnett Action found that an unlawful conspiracy existed and awarded approximately $1.8 billion against the three defendants that did not settle the case in advance of the trial: NAR, 19 Table of Contents Keller Williams, and HSA.
On October 31, 2023, the jury in the Burnett Action (as defined in Note 13) found that an unlawful conspiracy existed and awarded approximately $1.8 billion against the three defendants that did not settle the case in advance of the trial: NAR, Keller Williams, and HSA.
Therefore, if third parties were successful in asserting liability for practices of our franchise network in its entirety, and in holding us vicariously 16 Table of Contents responsible for that liability, the resulting damages could exceed our available capital, could materially affect our earnings, or even render us insolvent.
Therefore, if third parties were successful in asserting liability for practices of our franchise network in its entirety, and in holding us vicariously responsible for that liability, the resulting damages could exceed our available capital, could materially affect our earnings, or even render us insolvent. Our mortgage segment businesses operate in a heavily regulated and competitive industry.
An organized franchisee association could also pose risks to our ability to set the terms of our franchise agreements and our pricing. 14 Table of Contents Our financial results are affected directly by the operating results of franchisees and their agents and loan originators who operate independently from our control.
These events may, in turn, materially and adversely affect our business and operating results. An organized franchisee association could also pose risks to our ability to set the terms of our franchise agreements and our pricing. Our financial results are affected directly by the operating results of franchisees and their agents and loan originators who operate independently from our control.
RIHI, a company controlled by David Liniger, our current Chairman and Co-Founder, and Gail Liniger, our Vice Chair Emerita and Co-Founder, respectively, owns all of our outstanding Class B common stock.
RIHI, a company in which David Liniger, our current Chairman and Co-Founder, and Gail Liniger, our Vice Chair Emerita and Co-Founder, respectively, beneficially own a majority and controlling interest, owns all of our outstanding Class B common stock.
No consensus has emerged in Congress concerning potential reforms relating to Fannie Mae and Freddie Mac and a potential transition to alternative structures for the secondary market, so we cannot predict either the short or long term-effects of such regulation and its impact on homebuyers’ ability to finance and purchase homes.
No consensus has emerged in Congress concerning potential reforms relating to Fannie Mae and Freddie Mac and a potential transition to alternative structures for the secondary market, so we cannot predict either the short or long term-effects of such regulation and its impact on homebuyers’ ability to finance and purchase homes. 25 Table of Contents Lenders may from time to time tighten their underwriting standards or cease to offer subprime and other alternative mortgage products in the marketplace.
As a result of this competition, we may face challenges in adding franchises and attracting agents and loan originators in new and existing markets to expand our network, as well as other challenges such as: ● selection and availability of suitable markets; ● finding qualified franchisees in these markets who are interested in opening franchises on terms that are favorable to us; ● increasing our local brand awareness in new markets; and ● attracting and educating qualified local agents. 20 Table of Contents Our results are tied to the residential real estate and mortgage markets, and we have been and likely will continue to be negatively impacted by downturns in these markets.
As a result of this competition, we may face challenges in adding franchises and attracting agents and loan originators in new and existing markets to expand our network, as well as other challenges such as: ● selection and availability of suitable markets; ● finding qualified franchisees in these markets who are interested in opening franchises on terms that are favorable to us; ● increasing our local brand awareness in new markets; and ● attracting and educating qualified local agents.
We have outsourced certain key aspects of our business to external parties, including providing RE/MAX franchisee and agent technology products, Motto franchisee and loan originator technology products, and supporting our flagship external websites, all of which are key aspects of our value proposition.
Any failures by these third-party vendors could disrupt our business operations. We have outsourced certain key aspects of our business to external parties, including providing REMAX franchisee and agent technology products, Motto franchisee and loan originator technology products, and supporting our flagship external websites, all of which are key aspects of our value proposition.
We rely on traffic to our websites, including our flagship websites, remax.com, remax.ca, and mottomortgage.com, directed from search engines. If our websites fail to rank prominently in unpaid search results, traffic to our websites could decline and our business could be adversely affected. Any disruption to our websites or lead generation tools could harm our business.
If our websites fail to rank prominently in unpaid search results, traffic to our websites could decline and our business could be adversely affected. Any disruption to our websites or lead generation tools could harm our business.
Lenders may from time to time tighten their underwriting standards or cease to offer subprime and other alternative mortgage products in the marketplace. If mortgage loans are difficult to obtain, the ability and willingness of prospective buyers to finance home purchases or to sell their existing homes could be adversely affected, which would adversely affect our operating results.
If mortgage loans are difficult to obtain, the ability and willingness of prospective buyers to finance home purchases or to sell their existing homes could be adversely affected, which would adversely affect our operating results.
In addition, to the extent that we were underpaid, we may not have a definitive method for determining such underpayment. If a material number of our franchisees were to underreport or erroneously report their agent counts, agent commissions, or fees due to us, it could have a material adverse effect on our financial performance and results of operations.
If a material number of our franchisees were to underreport or erroneously report their agent counts, agent commissions, or fees due to us, it could have a material adverse effect on our financial performance and results of operations.
The residential real estate and mortgage markets tend to be cyclical and typically are affected by changes in general economic conditions which are beyond our control.
Our results are tied to the residential real estate and mortgage markets, and we have been and likely will continue to be negatively impacted by downturns in these markets. The residential real estate and mortgage markets tend to be cyclical and typically are affected by changes in general economic conditions which are beyond our control.
The use of emerging artificial intelligence technologies, which are becoming increasingly sophisticated, may further intensify these security risks. Any extended interruption of our systems or exposure of sensitive data to third parties could cause significant damage to our business or our brand, for which our business interruption insurance may be insufficient to compensate us for losses that may occur.
Any extended interruption of our systems or exposure of sensitive data to third parties could cause significant damage to our business or our brand, for which our business interruption insurance may be insufficient to compensate us for losses that may occur.
The risks involved in our global operations and relationships could result in losses against which we are not insured and therefore affect our profitability.
Our global REMAX operations, including those in Canada, are subject to risks not generally experienced by our U.S. operations. The risks involved in our global operations and relationships could result in losses against which we are not insured and therefore affect our profitability.
In addition, franchisee noncompliance with the terms and conditions of our franchise agreements and our brand standards may reduce the overall goodwill of our brands, whether through diminished consumer perception of our brands, dilution of our intellectual property, noncompliance with applicable laws, or through the participation in improper or objectionable business practices. 17 Table of Contents Our global RE/MAX operations, including those in Canada, are subject to risks not generally experienced by our U.S. operations.
In addition, franchisee noncompliance with the terms and conditions of our franchise agreements and our brand standards may reduce the overall goodwill of our brands, whether through diminished consumer perception of our brands, dilution of our intellectual property, noncompliance with applicable laws, or through the participation in improper or objectionable business practices.
We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead.
Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead.
We have significant debt service obligations, including principal, interest and commitment fee payments due quarterly pursuant to RE/MAX, LLC’s Senior Secured Credit Facility. Our currently existing indebtedness, or any additional indebtedness we may incur, could require us to divert funds identified for other purposes for debt service and impair our liquidity position.
We have significant debt service obligations and may incur additional indebtedness in the future. We have significant debt service obligations, including principal, interest and commitment fee payments due quarterly pursuant to RE/MAX, LLC’s Senior Secured Credit Facility.
We could continue to face strains on cash flows until the markets improve notably. Lastly, lower stock prices also limit our ability to raise capital in the form of equity.
Lastly, lower stock prices also limit our ability to raise capital in the form of equity.
The Federal Reserve Board began cutting interest rates in the third and fourth quarter of 2024, while the Bank of Canada began cutting interest rates in the second quarter of 2024. However, current interest rates remain higher than recent years which is likely to continue to adversely impact existing home sales and affordability.
However, current interest rates remain higher than recent years which is likely to continue to adversely impact existing home sales and affordability.
There is a risk that we and our franchisees could be adversely affected by current laws, regulations or interpretations or that more restrictive laws, regulations or interpretations will be adopted in the future that could make compliance more difficult or expensive.
RESPA and similar state laws also require timely disclosure of certain relationships or financial interests that a broker has with providers of real estate settlement services. 24 Table of Contents There is a risk that we and our franchisees could be adversely affected by current laws, regulations or interpretations or that more restrictive laws, regulations or interpretations will be adopted in the future that could make compliance more difficult or expensive.
However, we might not determine that we have effectively made an excess cash payment 22 Table of Contents to either of the TRA Parties for a number of years following the initial time of such payment.
However, we might not determine that we have effectively made an excess cash payment to either of the TRA Parties for a number of years following the initial time of such payment. As a result, it is possible that we could make cash payments under the tax receivable agreements that are substantially greater than our actual cash tax savings.
We pursue growth initiatives with respect to strategic acquisitions that may include pursuing complimentary businesses that enhance our value proposition or the reacquisition of select RE/MAX Independent Regions. The number of remaining Independent Regions is limited so we may have difficulty finding suitable regional franchise acquisition opportunities at an acceptable price.
We explore opportunities to acquire other businesses, including businesses that are complementary to our core businesses, or REMAX Independent Regions. The number of remaining Independent Regions is limited so we may have difficulty finding suitable regional franchise acquisition opportunities at an acceptable price.
Under our RE/MAX franchise agreements, franchisees, including Independent Regions, self-report (a) the number of agents and (b) gross commissions and other statistics from home sale transactions. This data is used to determine our billings for continuing franchise fees, annual dues and broker fees.
This could impact our ability to collect revenue owed to us by our Independent Regions, franchisees, and agents, and could affect our ability to forecast our performance accurately. Under our REMAX franchise agreements, franchisees, including Independent Regions, self-report (a) the number of agents and (b) gross commissions and other statistics from home sale transactions.
How consumers want to buy or sell houses will determine if these models reduce or replace the long-standing preference for full-service agents. Our operating results are subject to fluctuations due to existing home sales, and results for any quarter may not necessarily be indicative of the results that may be achieved for the full fiscal year.
How consumers want to buy or sell houses will determine if these models reduce or replace the long-standing preference for full-service agents.
Future indebtedness may impose additional restrictions on us, which could limit our ability to respond to market conditions, to make capital investments or to take advantage of business opportunities. Our level of indebtedness has important consequences to you and your investment in our Class A common stock.
We do not know whether we would be able to take such actions on a timely basis, on terms satisfactory to us, or at all. Future indebtedness may impose additional restrictions on us, which could limit our ability to respond to market conditions, to make capital investments or to take advantage of business opportunities.
We constantly strive to increase the value proposition for franchisees, agents, loan originators and consumers. If we do not reinvest in our business in ways that make our brands attractive to franchisees, agents, loan originators and consumers, we may become less competitive.
If we do not reinvest in our business in ways that make our brands attractive to franchisees, agents, loan originators and consumers, we may become less competitive. Additionally, we explore opportunities to diversify our revenue streams, including by acquiring other businesses that are complementary to our core businesses, or REMAX Independent Regions.
We have limited methods of validating the data and must rely on reports submitted and our internal protocols for verifying the data. If franchisees were to underreport or erroneously report such data, even unintentionally, we may not receive all the revenues due to us.
If franchisees were to underreport or erroneously report such data, even unintentionally, we may not receive all the revenues due to us. In addition, to the extent that we were underpaid, we may not have a definitive method for determining such underpayment.
The criteria by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. If we elect not to or are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are inadequate.
Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance. The criteria by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria.
We face risks related to our cash position and liquidity if we are unable to access our line of credit or other sources of financing. Historically, the resiliency of our operation model, which translates to the cash generative nature of our financial model, has allowed us to generate positive cash flows in periods of economic strength and weakness.
Historically, the resiliency of our operation model, which translates to the cash generative nature of our financial model, has allowed us to generate positive cash flows in periods of economic strength and weakness. However, given the litigation settlements and overall economic climate for the housing and mortgage markets, the risk of weakened cash generation has increased.
Expectations of the Company relating to environmental, social and governance factors may impose additional costs and expose us to new risks. There is an increasing focus from certain investors, employees and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors.
There is an increasing focus from certain investors, employees and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate.
If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets or issue additional equity to obtain necessary funds. We do not know whether we would be able to take such actions on a timely basis, on terms satisfactory to us, or at all.
Our currently existing indebtedness, or any additional indebtedness we may incur, could require us to divert funds identified for other purposes for debt service and impair our liquidity position. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets or issue additional equity to obtain necessary funds.
We terminate franchisees for non-payment, non-reporting and other non-compliance with their franchise agreements. We may terminate franchisees more frequently in the future which may, in turn, materially and adversely affect our business and operating results.
We may or have terminated franchisees for non-payment, non-reporting and other non-compliance with their franchise agreements.
The U.S. Settlement Agreement was preliminarily approved on November 20, 2023 and granted final approval on May 9, 2024. Appeals were subsequently filed, including by one of the Batton plaintiffs. Further details on the Moehrl-related antitrust litigations, the U.S. Settlement Agreement, and other similar litigation matters are in Note 13, Commitments and Contingencies .
Settlement Agreement will become effective if the order approving it is affirmed at the conclusion of the appeals process. Further details on the Moehrl-related antitrust litigations, the U.S. Settlement Agreement, and other similar litigation matters are disclosed in Note 13, Commitments and Contingencies .
Our RE/MAX franchisees self-report their agent counts and agent commissions which drive the fees due to us, and we have limited tools to verify these reports. This could impact our ability to collect revenue owed to us by our Independent Regions, franchisees, and agents, and could affect our ability to forecast our performance accurately.
We may terminate franchisees more frequently in the future which may, in turn, materially and adversely affect our business and operating results. 15 Table of Contents Our REMAX franchisees self-report their agent counts and agent commissions which drive the fees due to us, and we have limited tools to verify these reports.
However, given the recent litigation settlement and overall economic climate for the housing and mortgage markets, the risk of weakened cash generation has increased. Additionally, the current market conditions and allocating cash to the U.S. Settlement Agreement have reduced our cash balances while also facing a decrease in revenue.
Additionally, the current market conditions and allocating cash to the U.S. and Canadian Settlement Agreements (as defined in Note 13) have reduced our cash balances while also facing a decrease in revenue. We could continue to face strains on cash flows until the markets improve notably.
Settlement Agreement on October 5, 2023, with the plaintiffs in two of the Moehrl-related antitrust litigations (referred to as the Burnett Action and the Moehrl Action) and the terms of the U.S. Settlement Agreement extended to plaintiffs in another Moehrl-related antitrust litigation (referred to as the Nosalek Action) as well as any other similar claims on a nationwide basis.
Settlement Agreement (as defined in Note 13) on October 5, 2023, which would resolve all claims in the Moehrl-related antitrust litigations as well as all similar claims on a nationwide basis. The U.S. Settlement Agreement was granted final court approval on May 9, 2024.
Removed
We have grouped our risks according to: ● Risks Related to Our Business; ● Risks Related to Our Industry; ● Risks Related to Our Legal and Capital Structure; ● Risks Related to Governmental Regulations; and ● General Risks.
Added
We are pursuing several strategies to grow and diversify our revenue and earnings and to deploy the cash generated by our business. We constantly strive to increase the value proposition for franchisees, agents, loan originators and consumers.
Removed
Additionally, we explore opportunities to acquire other businesses, including businesses that are complementary to our core businesses or RE/MAX Independent Regions.
Added
This data is used to determine our billings for continuing franchise fees, annual dues and broker fees. We have limited methods of validating the data and must rely on reports submitted and our internal protocols for verifying the data.
Removed
These events may, in turn, materially and adversely affect our business and operating results.
Added
Further, rapid advancements in AI, coupled with challenges in effectively implementing or integrating such technologies, could hinder our ability to realize anticipated benefits and may impair our competitiveness within the industry. We rely on traffic to our websites, including our flagship websites, remax.com, remax.ca, and mottomortgage.com, directed from search engines.
Removed
We rely on third parties for certain important aspects of our business, including technology that is critical to our value proposition and to our internal operations. Any failures by these third-party vendors could disrupt our business operations.
Added
Appeals were subsequently filed, including by one of the plaintiffs in the Batton Action (as defined in Note 13). The Batton Action makes substantially similar allegations and seeks similar relief as the Moehrl-related antitrust litigations but alleges harm to homebuyers rather than home sellers. The U.S.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have also not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected the Company, or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
Biggest changeWe have also not identified any risks from cybersecurity threats, including those arising from previous cybersecurity incidents, that have materially affected the Company, or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
For further discussion of the Company’s risk related to cybersecurity, see the risk factor “Cyberattacks, security breaches and improper access to, disclosure or deletion of our data, personally identifiable information we collect, or business records could harm our business, damage our reputation and cause losses” in Part I, Item 1A of this Form 10-K.
For further discussion of the Company’s risk related to cybersecurity, see the risk factor “Cyberattacks, security breaches and 27 Table of Contents improper access to, disclosure or deletion of our data, personally identifiable information we collect, or business records could harm our business, damage our reputation and cause losses” in Part I, Item 1A of this Form 10-K.
Oversight of cybersecurity risks and the cybersecurity program is primarily the responsibility of the Company’s management, including the Chief Information Officer (“CIO”), and oversight of management is the responsibility of our Board of Directors (the “Board”), primarily through the Audit Committee.
Oversight of cybersecurity risks and the cybersecurity program is primarily the responsibility of the Company’s management, including the Chief Digital Information Officer (“CDIO”), and oversight of management is the responsibility of our Board of Directors (the “Board”), primarily through the Audit Committee.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−0 removed3 unchanged
Biggest changeAlthough we do not believe any currently pending litigation will have a material adverse effect on our business, financial condition or operations, there are inherent uncertainties in litigation and other claims and regulatory proceedings and such pending matters could result in unexpected expenses and liabilities and might materially adversely affect our business, financial condition or operations, including our reputation. 27 Table of Contents ITEM 4.
Biggest changeAlthough we do not believe any currently pending litigation will have a material adverse effect on our business, financial condition or operations, there are inherent uncertainties in litigation and other claims and regulatory proceedings and such pending matters could result in unexpected expenses and liabilities and might materially adversely affect our business, financial condition or operations, including our reputation.
Added
ITEM 4. MINE SAFETY DISCLOSURES None. PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeQUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK ​ 46 ​ ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 48 ​
Biggest changeQUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK ​ 45 ​ ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 47 ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+1 added−0 removed2 unchanged
Biggest changeIn the fourth quarter of 2023, our Board of Directors decided to suspend the Company’s quarterly dividend. The Company’s Board of Directors continues to believe this action to preserve the Company’s capital is prudent. As such, during 2024 our Board of Directors did not approve any quarterly cash dividends. All dividends declared and paid (if any) will not be cumulative.
Biggest changeDuring the fourth quarter of 2023, in light of the litigation settlement (See Note 13, Commitments and Contingencies ) and ongoing challenging housing and mortgage market conditions, the Company’s Board of Directors suspended the Company’s quarterly dividend and therefore no dividends have been paid since. All dividends declared and paid (if any) will not be cumulative.
This number does not include stockholders whose stock is held in nominee or street name by brokers. All shares of Class B common stock are owned by RIHI, Inc. (“RIHI”), and there is no public market for these shares. We did not declare any share dividends during 2024.
This number does not include stockholders whose stock is held in nominee or street name by brokers. All shares of Class B common stock are owned by RIHI, Inc. (“RIHI”), and there is no public market for these shares. We did not declare any share dividends during 2025 and 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth stock repurchases of our Class A common stock for the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate Dollar ​ ​ Total Number of Shares ​ ​ ​ ​ Value of Shares that ​ ​ Purchased as part of ​ ​ ​ ​ May Yet be ​ ​ Publicly Announced ​ Average Price ​ Purchased Under the Period ​ Plans or Programs (a) ​ Paid Per Share ​ Plans or Programs Oct 1-31 ​ — ​ $ — ​ $ 62,491,567 Nov 1-30 ​ — ​ $ — ​ $ 62,491,567 Dec 1-31 ​ — ​ $ — ​ $ 62,491,567 Total ​ — ​ ​ ​ ​ ​ ​ (a) In January 2022, our Board of Directors authorized a common stock repurchase program of up to $100 million.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth stock repurchases of our Class A common stock for the three months ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate Dollar ​ ​ Total Number of Shares ​ ​ ​ ​ Value of Shares that ​ ​ Purchased as part of ​ ​ ​ ​ May Yet be ​ ​ Publicly Announced ​ Average Price ​ Purchased Under the Period ​ Plans or Programs (a) ​ Paid Per Share ​ Plans or Programs Oct 1-31 ​ — ​ $ — ​ $ 62,491,567 Nov 1-30 ​ — ​ $ — ​ $ 62,491,567 Dec 1-31 ​ — ​ $ — ​ $ 62,491,567 Total ​ — ​ ​ ​ ​ ​ ​ (a) In January 2022, our Board of Directors authorized a common stock repurchase program of up to $100 million.
As of December 31, 2024, $62.5 million remains available under the program. All repurchase activity ceased in the first quarter of 2023 in light of challenging housing and mortgage market conditions and subsequently the third quarter 2023 litigation settlement (see Note 13, Commitments and Contingencies) .
As of December 31, 2025, $62.5 million remains available under the program. All repurchase activity ceased in the first quarter of 2023 in light of challenging housing and mortgage market conditions and subsequently the third quarter of 2023 litigation settlement (see Note 13, Commitments and Contingencies) .
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUIT Y, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Class A common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “RMAX”. As of February 19, 2025, we had 33 stockholders of record of our Class A common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUIT Y, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Class A common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “RMAX”. As of February 18, 2026, we had 34 stockholders of record of our Class A common stock.
Performance Graph The following graph and table depict the total return to stockholders from December 31, 2019 through December 31, 2024, relative to the performance of a selected peer group and the Russell 2000 Index.
Performance Graph The following graph and table depict the total return to stockholders from December 31, 2020 through December 31, 2025, relative to the performance of a selected peer group and the Russell 2000 Index.
For the first three quarters during the calendar year ended December 31, 2023 and for each quarter during the calendar year ended December 31, 2022, we declared a $0.23 per share dividend, respectively.
For the first three quarters during the calendar year ended December 31, 2023, we declared and paid a $0.23 per share dividend, respectively.
The performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. 28 Table of Contents Comparison of Cumulative Five-Year Return Unregistered Sales of Equity Securities and Use of Proceeds None.
The performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
The Company’s selected peer group includes Anywhere Real Estate Inc., Compass, Inc., Douglas Elliman Inc., eXp World Holdings, Inc., Fathom Holdings Inc., Redfin Corporation and The Real Brokerage Inc. The graph assumes that $100 was invested at the closing price on December 31, 2019 and that all dividends were reinvested.
The Company’s selected peer group includes Anywhere Real Estate Inc., Compass, Inc., Douglas Elliman Inc., eXp World Holdings, Inc., Fathom Holdings Inc., and The Real Brokerage Inc.
The performance graph is not intended to be indicative of future performance.
The graph assumes that $100 was invested at the closing price on December 31, 2020 and that all dividends were reinvested. 28 Table of Contents The performance graph is not intended to be indicative of future performance.
Added
Comparison of Cumulative Five-Year Return Unregistered Sales of Equity Securities and Use of Proceeds None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

75 edited+38 added−51 removed40 unchanged
Biggest changeTotal ​ 51,286 ​ 55,131 ​ 58,719 ​ (3,845) ​ (7.0) % ​ (3,588) ​ (6.1) % Canada ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Company-Owned Regions ​ 20,311 ​ 20,270 ​ 20,228 ​ 41 ​ 0.2 % ​ 42 ​ 0.2 % Independent Regions ​ 4,860 ​ 4,898 ​ 4,892 ​ (38) ​ (0.8) % ​ 6 ​ 0.1 % Canada Total ​ 25,171 ​ 25,168 ​ 25,120 ​ 3 ​ — % ​ 48 ​ 0.2 % U.S. and Canada Total ​ 76,457 ​ 80,299 ​ 83,839 ​ (3,842) ​ (4.8) % ​ (3,540) ​ (4.2) % Outside U.S. and Canada ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Independent Regions ​ 70,170 ​ 64,536 ​ 60,175 ​ 5,634 ​ 8.7 % ​ 4,361 ​ 7.2 % Outside U.S. and Canada Total ​ 70,170 ​ 64,536 ​ 60,175 ​ 5,634 ​ 8.7 % ​ 4,361 ​ 7.2 % Total ​ 146,627 ​ 144,835 ​ 144,014 ​ 1,792 ​ 1.2 % ​ 821 ​ 0.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RE/MAX open offices: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ 3,139 ​ 3,340 ​ 3,462 ​ (201) ​ (6.0) % ​ (122) ​ (3.5) % Canada ​ 938 ​ 956 ​ 972 ​ (18) ​ (1.9) % ​ (16) ​ (1.6) % U.S. and Canada Total ​ 4,077 ​ 4,296 ​ 4,434 ​ (219) ​ (5.1) % ​ (138) ​ (3.1) % Outside U.S. and Canada ​ 4,658 ​ 4,726 ​ 4,741 ​ (68) ​ (1.4) % ​ (15) ​ (0.3) % Total ​ 8,735 ​ 9,022 ​ 9,175 ​ (287) ​ (3.2) % ​ (153) ​ (1.7) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Motto open offices (1) : ​ 225 ​ 246 ​ 231 ​ (21) ​ (8.5) % ​ 15 ​ 6.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 vs. 2023 ​ ​ 2023 vs. 2022 ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ # ​ % ​ ​ # ​ % ​ RE/MAX franchise sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ 109 ​ 184 ​ 184 ​ (75) ​ (40.8) % ​ — ​ — % Canada ​ 36 ​ 37 ​ 36 ​ (1) ​ (2.7) % ​ 1 ​ 2.8 % U.S. and Canada Total ​ 145 ​ 221 ​ 220 ​ (76) ​ (34.4) % ​ 1 ​ 0.5 % Outside U.S. and Canada ​ 654 ​ 727 ​ 743 ​ (73) ​ (10.0) % ​ (16) ​ (2.2) % Total ​ 799 ​ 948 ​ 963 ​ (149) ​ (15.7) % ​ (15) ​ (1.6) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Motto franchise sales (1) : ​ 26 ​ 27 ​ 40 ​ (1) ​ (3.7) % ​ (13) ​ (32.5) % (1) As of December 31, 2024, 2023 and 2022, there were 53, 56 and 58 offices, respectively, that we were offering short-term fi nancial relief and are temporarily not billed or are deferred. ​ ​ 33 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ Total revenue $ 307,685 ​ $ 325,671 ​ $ 353,386 ​ Total selling, operating and administrative expenses $ 152,258 ​ $ 171,548 ​ $ 173,980 ​ Operating income (loss) $ 40,181 ​ $ (10,637) ​ $ 38,212 ​ Net income (loss) $ 8,077 ​ $ (98,486) ​ $ 10,757 ​ Net income (loss) attributable to RE/MAX Holdings, Inc. $ 7,123 ​ $ (69,022) ​ $ 6,110 ​ Adjusted EBITDA (1) $ 97,700 ​ $ 96,288 ​ $ 121,632 ​ Adjusted EBITDA margin (1) ​ 31.8 % ​ 29.6 % ​ 34.4 % (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.
Biggest changeTotal ​ 48,165 ​ 51,286 ​ 55,131 ​ (3,121) ​ (6.1) % ​ (3,845) ​ (7.0) % Canada ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Company-Owned Regions ​ 19,803 ​ 20,311 ​ 20,270 ​ (508) ​ (2.5) % ​ 41 ​ 0.2 % Independent Regions ​ 5,009 ​ 4,860 ​ 4,898 ​ 149 ​ 3.1 % ​ (38) ​ (0.8) % Canada Total ​ 24,812 ​ 25,171 ​ 25,168 ​ (359) ​ (1.4) % ​ 3 ​ — % U.S. and Canada Total ​ 72,977 ​ 76,457 ​ 80,299 ​ (3,480) ​ (4.6) % ​ (3,842) ​ (4.8) % Outside U.S. and Canada ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Independent Regions ​ 75,683 ​ 70,170 ​ 64,536 ​ 5,513 ​ 7.9 % ​ 5,634 ​ 8.7 % Outside U.S. and Canada Total ​ 75,683 ​ 70,170 ​ 64,536 ​ 5,513 ​ 7.9 % ​ 5,634 ​ 8.7 % Total ​ 148,660 ​ 146,627 ​ 144,835 ​ 2,033 ​ 1.4 % ​ 1,792 ​ 1.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ REMAX open offices: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ 2,978 ​ 3,139 ​ 3,340 ​ (161) ​ (5.1) % ​ (201) ​ (6.0) % Canada ​ 920 ​ 938 ​ 956 ​ (18) ​ (1.9) % ​ (18) ​ (1.9) % U.S. and Canada Total ​ 3,898 ​ 4,077 ​ 4,296 ​ (179) ​ (4.4) % ​ (219) ​ (5.1) % Outside U.S. and Canada ​ 4,703 ​ 4,658 ​ 4,726 ​ 45 ​ 1.0 % ​ (68) ​ (1.4) % Total ​ 8,601 ​ 8,735 ​ 9,022 ​ (134) ​ (1.5) % ​ (287) ​ (3.2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Motto open offices (1) : ​ 171 ​ 225 ​ 246 ​ (54) ​ (24.0) % ​ (21) ​ (8.5) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2025 vs. 2024 ​ ​ 2024 vs. 2023 ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ # ​ % ​ ​ # ​ % ​ REMAX franchise sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ 108 ​ 109 ​ 184 ​ (1) ​ (0.9) % ​ (75) ​ (40.8) % Canada ​ 24 ​ 36 ​ 37 ​ (12) ​ (33.3) % ​ (1) ​ (2.7) % U.S. and Canada Total (2) ​ 132 ​ 145 ​ 221 ​ (13) ​ (9.0) % ​ (76) ​ (34.4) % Outside U.S. and Canada ​ 732 ​ 654 ​ 727 ​ 78 ​ 11.9 % ​ (73) ​ (10.0) % Total ​ 864 ​ 799 ​ 948 ​ 65 ​ 8.1 % ​ (149) ​ (15.7) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Motto franchise sales: ​ 12 ​ 26 ​ 27 ​ (14) ​ (53.8) % ​ (1) ​ (3.7) % (1) During the fourth quarter of 2025, we made the strategic decision to terminate approximately 80 Motto franchisees who were receiving significant financial relief or were otherwise not performing from an operational perspective.
We provide quality education, and 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.
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.
Some of these limitations are: ● these measures do not reflect changes in, or cash requirements for, our working capital needs; ● these measures do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments on our debt; ● these measures do not reflect our income tax expense or the cash requirements to pay our taxes; ● these measures do not reflect the cash requirements to pay dividends to stockholders of our Class A common stock and tax and other cash distributions to our non-controlling unitholders; ● these measures do not reflect the cash requirements pursuant to the Tax Receivable Agreements (“TRAs”); ● these measures do not reflect the cash requirements for share repurchases; ● these measures do not reflect the cash requirements for the settlements of certain industry class-action lawsuits and other legal settlements; 38 Table of Contents ● although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and these measures do not reflect any cash requirements for such replacements; ● although equity-based compensation is a non-cash charge, the issuance of equity-based awards may have a dilutive impact on earnings or loss per share; and ● other companies may calculate these measures differently, so similarly named measures may not be comparable.
Some of these limitations are: ● these measures do not reflect changes in, or cash requirements for, our working capital needs; ● these measures do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments on our debt; ● these measures do not reflect our income tax expense or the cash requirements to pay our taxes; ● these measures do not reflect the cash requirements to pay dividends to stockholders of our Class A common stock and tax and other cash distributions to our non-controlling unitholders; ● these measures do not reflect the cash requirements pursuant to the Tax Receivable Agreements (“TRAs”); ● these measures do not reflect the cash requirements for share repurchases; ● these measures do not reflect the cash requirements for the settlements of certain industry class-action lawsuits and other legal settlements; ● although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and these measures do not reflect any cash requirements for such replacements; 38 Table of Contents ● although equity-based compensation is a non-cash charge, the issuance of equity-based awards may have a dilutive impact on earnings or loss per share; and ● other companies may calculate these measures differently, so similarly named measures may not be comparable.
Future payments under these leases and commitments, net of payments to be received under sublease agreements of $5.7 million in the aggregate, are included in the table above, See Note 3, Leases , to the accompanying consolidated financial statements for more information.
Future payments under these leases and commitments, net of payments to be received under sublease agreements of $5.5 million in the aggregate, are included in the table above, See Note 3, Leases , to the accompanying consolidated financial statements for more information.
The amounts presented above are undiscounted. (5) Represents outstanding purchase orders with vendors initiated in the ordinary course of business for operating and capital expenditures, including payments from the Marketing Funds. (6) Represents estimated undiscounted payments to the former owner of Motto as required per the purchase agreement.
The amounts presented above are undiscounted. (5) Represents outstanding purchase orders or contracts with vendors initiated in the ordinary course of business for operating and capital expenditures, including payments from the Marketing Funds. (6) Represents estimated undiscounted payments to the former owner of Motto as required per the purchase agreement.
Organic revenue growth can be achieved through many means, including by growing our RE/MAX agent count, selling and maintaining more open franchises, especially Motto franchises, and increasing home prices. ● Acquisitive – We define acquisitive revenue as the revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition. ● Foreign currency – We define the foreign currency impact on revenue as the difference between current revenue measured at current exchange rates and current revenue measured at the corresponding prior period exchange rates.
Organic revenue growth can be achieved through many means, including by growing our REMAX agent count, selling and maintaining more open franchises, especially Motto franchises, and increasing home prices. ● Acquisitive – We define acquisitive revenue as the revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition. ● Foreign currency – We define the foreign currency impact on revenue as the difference between current revenue measured at current exchange rates and current revenue measured at the corresponding prior period exchange rates.
A TRA liability of $1.5 million exists as of December 31, 2024 for the future cash obligations expected to be paid under the TRAs and is not discounted. The calculation of this liability is a function of the step-up described above and therefore has the same complexities and estimates.
A TRA liability of $1.5 million exists as of December 31, 2025 for the future cash obligations expected to be paid under the TRAs and is not discounted. The calculation of this liability is a function of the step-up described above and therefore has the same complexities and estimates.
We accrue for matters when losses are both probable and estimable and as a result, during the fourth quarter of 2024, we recorded the total settlement charge of $7.8 million Canadian dollars (approximately $5.5 million U.S. dollars translated at a weighted average exchange rate) to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Consolidated Balance Sheets.
We accrue for matters when losses are both probable and estimable and as a result, during the fourth quarter of 2024, we recorded the total settlement charge of $7.8 million Canadian dollars (approximately $5.5 36 Table of Contents million U.S. dollars translated at a weighted average exchange rate) to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Consolidated Balance Sheets.
(4) As described elsewhere in this Annual Report on Form 10-K, we entered into TRAs, that will provide for the payment by us of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we realize as a result of tax deductions arising from the increase in tax basis in RMCO’s assets.
(4) As described elsewhere in this Annual Report on Form 10-K, we entered into TRAs, that will provide for the payment by us of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we 43 Table of Contents realize as a result of tax deductions arising from the increase in tax basis in RMCO’s assets.
(i) cash receipt of revenues; (ii) payment of selling, operating and administrative expenses; (iii) net investments in Mortgage; (iv) cash consideration for acquisitions and acquisition-related expenses; (v) principal payments and related interest payments on our Senior Secured Credit Facility; (vi) dividend payments to stockholders of our Class A common stock; (vii) distributions and other payments to non-controlling unitholders pursuant to the terms of RMCO’s limited liability company operating agreement (“the RMCO, LLC Agreement”); (viii) corporate tax payments paid by the Company; (ix) payments to the TRA parties pursuant to the TRAs; (x) payments related to legal settlements including the settlements of certain industry class-action lawsuits and other legal settlements; and (xi) share repurchases.
(i) cash receipt of revenues; (ii) payment of selling, operating and administrative expenses; (iii) net investments in our Real Estate and Mortgage segments; (iv) cash consideration for acquisitions and acquisition-related expenses; (v) principal payments and related interest payments on our Senior Secured Credit Facility; (vi) corporate tax payments paid by the Company; (vii) payments to the TRA parties pursuant to the TRA’s; (viii) payments related to legal settlements including the settlements of certain industry class-action lawsuits and other legal settlements; (ix) distributions and other payments to non-controlling unitholders pursuant to the terms of RMCO’s limited liability company operating agreement (“the RMCO, LLC Agreement”); (x) dividend payments to stockholders of our Class A common stock; and (xi) share repurchases.
Prior to July 2023, borrowings under the term loans and revolving loans accrue interest, at our option on (a) LIBOR, provided LIBOR shall be no less than 0.50% plus an applicable margin of 2.50% and, provided further that such rate shall be adjusted for reserve requirements for eurocurrency liabilities, if any (the “LIBOR Rate”) 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 Eurodollar Rate plus 1.00%, (such greatest rate, the “ABR”) plus, in each case, an applicable margin of 1.50%.
Prior to July 2023, borrowings under the term loans and revolving loans accrued interest, at our option on (a) LIBOR, provided LIBOR was no less than 0.50% plus an applicable margin of 2.50% and, provided further that such rate was adjusted for reserve requirements for eurocurrency liabilities, if any (the “LIBOR Rate”) or (b) the greatest of (i) the prime rate that was 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 Eurodollar Rate plus 1.00%, (such greatest rate, the “ABR”) plus, in each case, an applicable margin of 1.50%.
Payments Pursuant to the Tax Receivable Agreements As of December 31, 2024, the Company reflected a total liability of $1.5 million under the terms of its TRAs, to be paid in 2025.
Payments Pursuant to the Tax Receivable Agreements As of December 31, 2025, the Company reflected a total liability of $1.5 million under the terms of its TRAs, to be paid in 2026.
(“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 (“RE/MAX”) and mortgage brokerages in the U.S. under the Motto Mortgage brand (“Motto”).
(“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”).
To best serve our customers, we are organized into the following segments based on the services we provide: ● Real Estate , which includes our RE/MAX brand along with corporate-wide shared services expenses; ● Mortgage , which includes our Motto Mortgage and wemlo brands; and ● Marketing Funds , which includes our collective franchise marketing funds, which operate at no profit.
To best serve our customers, we are organized into the following segments based on the services we provide: ● Real Estate , which includes our REMAX brand along with corporate-wide shared services expenses; ● Mortgage , which includes our Motto Mortgage and wemlo brands; and ● Marketing Funds , which includes our collective franchise marketing funds, which operate at no profit.
The liability pursuant to the TRAs will increase upon future exchanges by RIHI of RMCO common units or with 43 Table of Contents future reversals of the valuation allowances, with the increase representing 85% of the estimated future tax benefits, if any, resulting from such exchanges. Payments are made on this liability as tax benefits are realized by Holdings.
The liability pursuant to the TRAs will increase upon future exchanges by RIHI of RMCO common units or with future reversals of the valuation allowances, with the increase representing 85% of the estimated future tax benefits, if any, resulting from such exchanges. Payments are made on this liability as tax benefits are realized by Holdings.
We may fund any such growth with various sources of capital including existing cash balances and 42 Table of Contents cash flow from operations, as well as proceeds from debt financings including under existing credit facilities or new arrangements raised in the public capital markets.
We may fund any such growth with various sources of capital including existing cash balances and cash flow from operations, as well as proceeds from debt financings including under existing credit facilities or new arrangements raised in the public capital markets.
GAAP measure for operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue. Results of Operations Year Ended December 31, 2024 vs.
GAAP measure for operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue. Results of Operations Year Ended December 31, 2025 vs.
Capital Expenditures The total aggregate amount for purchases of property and equipment and capitalization of developed software was $6.6 million, $6.4 million and $9.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. These amounts primarily relate to investments in technology and spend on property and equipment.
Capital Expenditures The total aggregate amount for purchases of property and equipment and capitalization of developed software was $7.4 million, $6.6 million and $6.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts primarily relate to investments in technology and spend on property and equipment.
Off Balance Sheet Arrangements We have no material off balance sheet arrangements as of December 31, 2024. 44 Table of Contents Critical Accounting Judgments and Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes.
Off Balance Sheet Arrangements We have no material off balance sheet arrangements as of December 31, 2025. Critical Accounting Judgments and Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes.
Our short-term liquidity position has fluctuated and will continue to be impacted by various factors, including agent count in the RE/MAX network—particularly in Company-Owned Regions—and, to a lesser extent, the number of open Motto offices. Additionally, the timing and scale of new revenue diversification opportunities may also affect our and liquidity.
Our short-term liquidity position has fluctuated and will continue to be impacted by various factors, including agent count in the REMAX network—particularly in Company-Owned Regions—and, to a lesser 39 Table of Contents extent, the number of open Motto offices. Additionally, the timing and scale of new revenue diversification opportunities may also affect our and liquidity.
As of December 31, 2024, $62.5 million remained available under the share repurchase authorization.
As of December 31, 2025, $62.5 million remained available under the share repurchase authorization.
Financing Resources RMCO and RE/MAX, LLC, a wholly owned subsidiary of RMCO, have a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders party thereto (the “Senior Secured Credit Facility”). On July 21, 2021, we amended and restated our Senior Secured Credit Facility to refinance our existing facility.
Financing Resources RMCO and RE/MAX, LLC, a wholly owned subsidiary of RMCO, have a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders party thereto (the “Senior Secured Credit Facility”), which was amended and restated on July 21, 2021 to refinance our previous facility.
Settlement and Impairment Charges Settlement Charge (2024) In early 2025, RE/MAX OA reached substantial agreement on monetary terms and business practice changes to resolve the Canadian antitrust litigations (as defined in Note 13, Commitments and Contingencies ), which includes the payment of a total settlement amount of $7.8 million Canadian dollars (the “Canadian Settlement Amount”) into an interest-bearing account.
Settlement Charges (2024) In early 2025, REMAX OA reached substantial agreement on monetary terms and business practice changes to resolve the Canadian competition litigations (as defined in Note 13, Commitments and Contingencies), which includes the payment of a total settlement amount of $7.8 million Canadian dollars (the “Canadian Settlement Amount”) into an interest-bearing account.
The Senior Secured Credit Facility may require additional prepayments throughout the term of the loan based on our TLR as discussed above. (2) The variable interest rate on the Senior Secured Credit Facility is assumed at the interest rate in effect as of December 31, 2024 of 7.0%. (3) We are obligated under non-cancelable leases for offices and equipment.
The Senior Secured Credit Facility may require additional prepayments throughout the term of the loan based on our TLR as discussed above. (2) The variable interest rate on the Senior Secured Credit Facility is assumed at the interest rate in effect as of December 31, 2025 of 6.3%. (3) We are obligated under non-cancellable leases for offices and equipment.
We do not own any of the brokerages that operate under the RE/MAX 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.
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.
Foreign currency transaction gains (losses) are primarily the result of transactions denominated in the Canadian Dollar and the Canadian dollar has weakened in comparison to the U.S. dollar between the year ended December 31, 2023 and the year ended December 31, 2024.
Foreign currency transaction gains (losses) are primarily the result of transactions denominated in the Canadian Dollar and the Canadian dollar strengthened in comparison to the U.S. dollar between the year ended December 31, 2024 and the year ended December 31, 2025.
Return of Capital In the first three quarters of 2023, as disclosed in Note 5, Earnings Per Share and Dividends , our Board of Directors approved quarterly cash dividends of $0.23 per share on all outstanding shares of Class A common stock. During the fourth quarter 2023 our Board of Directors decided to suspend our quarterly dividend.
Return of Capital In the first three quarters of 2023, as disclosed in Note 5, Earnings Per Share and Dividends , our Board of Directors approved quarterly cash dividends of $0.23 per share on all outstanding shares of Class A common stock.
Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue. 32 Table of Contents Selected Operating and Financial Highlights The following tables summarize several key performance indicators and our results of operations for the last three years. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2024 vs. 2023 ​ ​ 2023 vs. 2022 ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ # ​ % ​ ​ # ​ % ​ Agent Count: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Company-Owned Regions ​ 44,911 ​ 48,401 ​ 51,491 ​ (3,490) ​ (7.2) % ​ (3,090) ​ (6.0) % Independent Regions ​ 6,375 ​ 6,730 ​ 7,228 ​ (355) ​ (5.3) % ​ (498) ​ (6.9) % U.S.
Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue. 32 Table of Contents Selected Operating and Financial Highlights The following tables summarize several key performance indicators and our results of operations for the last three years. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2025 vs. 2024 ​ ​ 2024 vs. 2023 ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ # ​ % ​ ​ # ​ % ​ Agent Count: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Company-Owned Regions ​ 41,998 ​ 44,911 ​ 48,401 ​ (2,913) ​ (6.5) % ​ (3,490) ​ (7.2) % Independent Regions ​ 6,167 ​ 6,375 ​ 6,730 ​ (208) ​ (3.3) % ​ (355) ​ (5.3) % U.S.
The effective tax rate for the twelve months ended December 31, 2024 is primarily driven by the reversal of a valuation allowance against certain deferred tax assets due to the execution of tax planning opportunities that resulted in an unusually low effective income tax rate.
The effective income tax rate for the year ended December 31, 2024 was lower than the statutory rate primarily driven by the reversal of a valuation allowance against certain deferred tax assets due to the execution of tax planning opportunities that resulted in an unusually low effective income tax rate.
In general, we can make unlimited restricted payments – primarily dividends and share repurchases – if the TLR is below 3.50:1 (both before and after giving effect to such payments).
In general, we can make unlimited restricted payments – including dividends and share repurchases – if the TLR does not exceed 3.50:1 (both before and after giving effect to such payments).
Future capital allocation decisions with respect to return of capital either in the form of future dividends, and if declared, the amount, payment and timing of any such future dividend, or in the form of share buybacks, will be at the sole discretion of our Board of Directors who will take into account general economic, housing and mortgage market conditions, the Company’s financial condition, available cash, current and anticipated cash needs, any applicable restrictions pursuant to the terms of our Senior Secured Credit Facility and any other factors that the Board of Directors considers relevant.
Future capital allocation decisions with respect to return of capital either in the form of future dividends, and if declared, the amount, payment and timing of any such future dividend, or in the form of share buybacks, will be at the sole discretion of our Board of Directors who will take into account general economic, housing and mortgage market conditions, the Company’s financial condition, available cash, current and anticipated cash needs, any applicable restrictions pursuant to the terms of our Senior Secured Credit Facility and any other factors that the Board of Directors considers relevant. 42 Table of Contents Distributions and Other Payments to Non-controlling Unitholders by RMCO Distributions to Non-Controlling Unitholders Pursuant to the RMCO, LLC Agreement As authorized by the RMCO, LLC Agreement, RMCO makes cash distributions to its members, Holdings and RIHI.
For the twelve-month period ending December 31, 2024, RE/MAX, LLC’s consolidated EBITDA, as defined in the Senior Secured Credit Facility, was $97.4 million and as of December 31, 2024, the TLR was 3.57:1.
For the twelve-month period ending December 31, 2025, RE/MAX, LLC’s consolidated EBITDA, as defined in the Senior Secured Credit Facility, was $102.6 million and as of December 31, 2025, the TLR was 3.12:1.
(6) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 10, Fair Value Measurements, to the accompanying consolidated financial statements for additional information. (7) During the fourth quarter of 2024, the Company restructured its support services intended to further enhance the overall customer experience.
(2) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 10, Fair Value Measurements, to the accompanying consolidated financial statements for additional information. (3) During 2025 and 2024, we restructured our support services to further enhance the overall customer experience.
Total capital expenditures for 2025 are expected to be between $5.5 million and $7.5 million. See Financial and Operational Highlights above for additional information.
Total capital expenditures for 2026 are expected to be between $9.0 million and $11.0 million. See Financial and Operational Highlights above for additional information.
These factors contributed to the following results for the year ended December 31, 2024: (Compared to the year ended December 31, 2023, unless otherwise noted) ● Total revenue of $307.7 million, a decrease of 5.5% from the prior year. ● Revenue excluding the Marketing Funds (a) , decreased 5.4% to $228.7 million which was driven by negative organic growth of 5.2% and adverse foreign currency movements of 0.2%. ● Net income (loss) attributable to RE/MAX Holdings, Inc. of $7.1 million, compared to ($69.0) million in the prior year. ● Adjusted EBITDA (a) increased 1.5% to $97.7 million and Adjusted EBITDA margin (a) increased over 200 basis points to 31.8% from the prior year. ● Total agent count increased by 1.2% to 146,627 agents. ● U.S. and Canada combined agent count decreased 4.8% to 76,457 agents. ● Total open Motto Mortgage offices decreased 8.5% to 225 offices.
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) ● Total revenue of $291.6 million, a decrease of 5.2% from the prior year. ● Revenue excluding the Marketing Funds (a) , decreased 4.3% to $218.8 million which was driven by negative organic growth of 3.9% and adverse foreign currency movements of 0.4%. ● Net income attributable to RE/MAX Holdings, Inc. of $8.2 million, compared to $7.1 million in the prior year. ● Adjusted EBITDA (a) decreased 4.1% to $93.7 million and Adjusted EBITDA margin (a) increased 30 basis points from the prior year to 32.1%. ● Total agent count increased by 1.4% to 148,660 agents. ● U.S. and Canada combined agent count decreased 4.6% to 72,977 agents. ● Total open Motto Mortgage offices decreased 24.0% to 171 offices.
(3) During the fourth quarter of 2023, in connection with our annual goodwill impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage segment exceeded its fair value, resulting in an impairment charge to the Mortgage reporting unit goodwill.
During 2023, in connection with our annual goodwill impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage segment exceeded its fair value, resulting in an impairment charge to the Mortgage reporting unit goodwill. See Note 7, Intangible Assets and Goodwill , for additional information.
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.
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.
GAAP, such as Revenue excluding the Marketing Funds and Adjusted EBITDA and the ratios related thereto. These measures are derived on the basis of methodologies other than in accordance with U.S. GAAP. Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from the U.S. Generally Accepted Accounting Principles.
These measures are derived on the basis of methodologies other than in accordance with U.S. GAAP. Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from the U.S. Generally Accepted Accounting Principles. Revenue excluding the Marketing Funds is calculated directly from our consolidated financial statements as Total revenue less Marketing Funds fees.
If the TLR exceeds 3.50:1, we are generally limited in the amount of restricted payments we can make up to the greater of $50 million or 50% of consolidated EBITDA on a trailing twelve-month basis (unless we can rely on other restricted payment baskets available under the Senior Secured Credit Facility).
If the TLR exceeds 3.50:1, we will be generally limited in the amount of restricted payments we 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 we rely on other restricted payment baskets available under the Senior Secured Credit Facility). 40 Table of Contents We calculate the 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.
When Holdings acquired this ownership in the form of common units, it received a significant step-up in tax basis on the underlying assets held by RMCO.
Deferred Tax Assets and TRA Liability As discussed in Item 1. Business, Holdings has twice acquired significant portions of the ownership in RMCO. When Holdings acquired this ownership in the form of common units, it received a significant step-up in tax basis on the underlying assets held by RMCO.
(9) Other adjustments are primarily made up of employee retention related expenses from our CEO transition. Liquidity and Capital Resources Overview of Factors Affecting Our Liquidity Our liquidity position is influenced by trends in our agent, loan originator, and franchise base, as well as conditions in the real estate and mortgage markets.
Liquidity and Capital Resources Overview of Factors Affecting Our Liquidity Our liquidity position is influenced by trends in our agent, loan originator, and franchise base, as well as conditions in the real estate and mortgage markets.
If the 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 our TLR as of the last day of such fiscal year is less than 3.75:1, no repayment from ECF is required. 40 Table of Contents As of December 31, 2024, no ECF payment was required because the TLR was below 3.75:1 pursuant to the terms of the Senior Secured Credit Facility.
If the 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 our TLR as of the last day of such fiscal year is less than 3.75:1, no repayment from ECF is required.
Change in Estimated Tax Receivable Agreement Liability During 2024 we recorded an increase to the Tax Receivable Agreements (“TRA”) liability of $1.5 million, which is anticipated to be paid in 2025 for the 2024 and 2023 tax years. During 2023, we recorded an increase of $63.8 million to our valuation allowance on our U.S. net deferred tax assets.
During 2024, we recorded a $1.2 million change in estimated TRA liability related to the 2024 and 2023 tax years. During 2023, we recorded an increase of $63.8 million to our valuation allowance on our U.S. net deferred tax assets.
Adjusted EBITDA was $97.7 million for the year ended December 31, 2024, an increase of $1.4 million from the comparable prior year period.
Adjusted EBITDA was $93.7 million for the year ended December 31, 2025, a decrease of $4.0 million from the comparable prior year period.
These distributions have historically been either in the form of payments to cover its members’ estimated tax liabilities, dividend payments, or payments to ensure pro-rata distributions have occurred.
Distributions are required to be made by RMCO to its members on a pro-rata basis in accordance with each members’ ownership percentage in RMCO. These distributions have historically been either in the form of payments to cover its members’ estimated tax liabilities, dividend payments, or payments to ensure pro-rata distributions have occurred.
Operating Expenses A summary of the components of our operating expenses is as follows (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Change ​ ​ ​ December 31, ​ Favorable/(Unfavorable) ​ ​ ​ 2024 ​ 2023 ​ $ ​ % ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, operating and administrative expenses ​ $ 152,258 ​ $ 171,548 ​ $ 19,290 ​ 11.2 % Marketing Funds expenses ​ ​ 78,983 ​ ​ 83,861 ​ ​ 4,878 ​ 5.8 % Depreciation and amortization ​ ​ 29,561 ​ ​ 32,414 ​ ​ 2,853 ​ 8.8 % Settlement and impairment charges ​ ​ 5,483 ​ ​ 73,783 ​ ​ 68,300 ​ n/m ​ Change in estimated tax receivable agreement liability ​ ​ 1,219 ​ ​ (25,298) ​ ​ (26,517) ​ n/m ​ Total operating expenses ​ $ 267,504 ​ $ 336,308 ​ $ 68,804 ​ 20.5 % Percent of revenue ​ ​ 86.9 % ​ 103.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ n/m - not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, Operating and Administrative Expenses Selling, operating and administrative expenses consist of personnel costs, professional fee expenses, lease costs and other expenses.
Operating Expenses A summary of the components of our operating expenses is as follows (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Change ​ ​ ​ December 31, ​ Favorable/(Unfavorable) ​ ​ ​ 2025 ​ 2024 ​ $ ​ % ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, operating and administrative expenses ​ $ 146,702 ​ $ 152,258 ​ $ 5,556 ​ 3.6 % Marketing Funds expenses ​ ​ 72,835 ​ ​ 78,983 ​ ​ 6,148 ​ 7.8 % Depreciation and amortization ​ ​ 25,848 ​ ​ 29,561 ​ ​ 3,713 ​ 12.6 % Settlement and impairment charges ​ ​ (1,542) ​ ​ 5,483 ​ ​ 7,025 ​ n/m ​ Change in estimated tax receivable agreement liability ​ ​ 715 ​ ​ 1,219 ​ ​ 504 ​ n/m ​ Total operating expenses ​ $ 244,558 ​ $ 267,504 ​ $ 22,946 ​ 8.6 % Percent of revenue ​ ​ 83.9 % ​ 86.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ n/m - not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, Operating and Administrative Expenses Selling, operating and administrative expenses consist of personnel costs, professional fee expenses, lease costs and other expenses.
Investing Activities For the year ended December 31, 2024, the change in cash used in investing activities was primarily the result of higher spend on property and equipment as compared to the prior year, partially offset by lower spend on capitalizable investments in technology in the current year.
Investing Activities For the year ended December 31, 2025, the change in cash used in investing activities was primarily the result of higher spend on capitalizable investments in technology and certain property and equipment in the current year, a decrease in collections on loans receivable, and increases in other investments, partially offset by lower spend on leased buildings other than our corporate headquarters.
The Financial and Operational Highlights, Results of Operations and Sources and Uses of Cash, for the years ended December 31, 2023 and 2022 and as compared to the years ended December 31, 2022 and 2021, respectively, has been previously disclosed in Item 7 of our 2023 Annual Report on Form 10-K and in Item 7 of our 2022 Annual Report on Form 10-K , and are incorporated herein by reference.
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. 31 Table of Contents 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.
Other Expenses, Net A summary of the components of our operating expenses is as follows (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Change ​ ​ ​ December 31, ​ Favorable/(Unfavorable) ​ ​ ​ 2024 ​ 2023 ​ $ ​ % ​ Other expenses, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ $ (36,258) ​ $ (35,741) ​ $ (517) ​ (1.4) % Interest income ​ ​ 3,738 ​ ​ 4,420 ​ ​ (682) ​ (15.4) % Foreign currency transaction gains (losses) ​ ​ (1,461) ​ ​ 419 ​ ​ (1,880) ​ n/m ​ Total other expenses, net ​ $ (33,981) ​ $ (30,902) ​ $ (3,079) ​ (10.0) % Percent of revenue ​ ​ 11.0 % ​ 9.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ n/m - not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other expenses, net increased primarily due to a decrease in interest income due to lower interest rate yields and declines in investable balances and an increase in interest expense because of rising interest rates.
Other Expenses, Net A summary of the components of our operating expenses is as follows (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Change ​ ​ ​ December 31, ​ Favorable/(Unfavorable) ​ ​ ​ 2025 ​ 2024 ​ $ ​ % ​ Other expenses, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ $ (31,700) ​ $ (36,258) ​ $ 4,558 ​ 12.6 % Interest income ​ ​ 3,580 ​ ​ 3,738 ​ ​ (158) ​ (4.2) % Foreign currency transaction gains (losses) ​ ​ 705 ​ ​ (1,461) ​ ​ 2,166 ​ n/m ​ Total other expenses, net ​ $ (27,415) ​ $ (33,981) ​ $ 6,566 ​ 19.3 % Percent of revenue ​ ​ 9.4 % ​ 11.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ n/m - not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other expenses, net decreased primarily due to a decrease in interest expense due to lower interest rates.
The Senior Secured Credit Facility provides for customary restrictions on, among other things, additional indebtedness, liens, dispositions of property, dividends, transactions with affiliates and fundamental changes such as mergers, consolidations, and liquidations. These restricted payments include declaration or payment of dividends, repurchase of shares, or other distributions.
As of December 31, 2025, no ECF payment was required because the 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.
Depreciation and Amortization Depreciation and amortization expense decreased primarily due to lower Franchise agreements amortization expense from prior years independent region acquisitions becoming fully amortized and the acceleration of amortization of technology in the prior year, partially offset by higher Mortgage segment amortization expense .
Depreciation and Amortization Depreciation and amortization expense decreased primarily due to lower franchise agreements amortization expense from prior years Independent Region acquisitions and from previous acquisitions (excluding Independent Region acquisitions) becoming fully amortized .
In addition, the step-up is governed by complex IRS rules that 45 Table of Contents limit which intangibles are subject to step-up, and also imposes further limits on the amount of step-up.
The majority of the step-up in basis relates to intangibles assets, primarily franchise agreements and goodwill, and is included within deferred tax assets on our consolidated balance sheets. In addition, the step-up is governed by complex IRS rules that limit which intangibles are subject to step-up, and also imposes further limits on the amount of step-up.
Pursuant to the TRA agreements, Holdings makes annual payments to RIHI and Parallaxes Rain Co-Investment, LLC (“Parallaxes”) (a successor to the TRAs prior owners) equivalent to 85% of any tax benefits realized on each year’s tax return from the additional tax deductions arising from the step-up in tax basis.
However, if more common units of RMCO are redeemed by RIHI, the percentage of RE/MAX Holdings’ ownership of RMCO will increase, and additional deferred tax assets will be created as additional tax basis step-ups occur and such amounts are likely to be material. 44 Table of Contents Pursuant to the TRA agreements, Holdings makes annual payments to RIHI and Parallaxes Rain Co-Investment, LLC (“Parallaxes”) (a successor to the TRAs prior owners) equivalent to 85% of any tax benefits realized on each year’s tax return from the additional tax deductions arising from the step-up in tax basis.
A reconciliation of Adjusted EBITDA to net income (loss) is set forth in the following table (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 Net income (loss) ​ $ 8,077 ​ $ (98,486) ​ $ 10,757 Depreciation and amortization ​ ​ 29,561 ​ ​ 32,414 ​ ​ 35,769 Interest expense ​ ​ 36,258 ​ ​ 35,741 ​ ​ 20,903 Interest income ​ ​ (3,738) ​ ​ (4,420) ​ ​ (1,460) Provision for income taxes ​ ​ (1,877) ​ ​ 56,947 ​ ​ 7,371 EBITDA ​ ​ 68,281 ​ ​ 22,196 ​ ​ 73,340 Settlement charge (1) ​ ​ 5,483 ​ ​ 55,150 ​ ​ — Impairment charge - leased assets (2) ​ ​ — ​ ​ — ​ ​ 6,248 Impairment charge - goodwill (3) ​ ​ — ​ ​ 18,633 ​ ​ 7,100 Loss on lease termination (4) ​ ​ — ​ ​ — ​ ​ 2,460 Equity-based compensation expense ​ ​ 18,855 ​ ​ 19,536 ​ ​ 22,044 Acquisition-related expense (5) ​ ​ — ​ ​ 263 ​ ​ 1,859 Fair value adjustments to contingent consideration (6) ​ ​ (225) ​ ​ (533) ​ ​ (133) Restructuring charges (7) ​ ​ 1,227 ​ ​ 4,210 ​ ​ 8,690 Change in estimated tax receivable agreement liability (8) ​ ​ 1,219 ​ ​ (25,298) ​ ​ (702) Other adjustments (9) ​ ​ 2,860 ​ ​ 2,131 ​ ​ 726 Adjusted EBITDA ​ $ 97,700 ​ $ 96,288 ​ $ 121,632 (1) Represents the settlements of certain industry class-action lawsuits and other legal settlements.
A reconciliation of Adjusted EBITDA to net income (loss) is set forth in the following table (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 Net income (loss) ​ $ 13,433 ​ $ 8,077 ​ $ (98,486) Depreciation and amortization ​ ​ 25,848 ​ ​ 29,561 ​ ​ 32,414 Interest expense ​ ​ 31,700 ​ ​ 36,258 ​ ​ 35,741 Interest income ​ ​ (3,580) ​ ​ (3,738) ​ ​ (4,420) Provision for income taxes ​ ​ 6,195 ​ ​ (1,877) ​ ​ 56,947 EBITDA ​ ​ 73,596 ​ ​ 68,281 ​ ​ 22,196 Settlement and impairment charges (1) ​ ​ (1,542) ​ ​ 5,483 ​ ​ 73,783 Equity-based compensation expense ​ ​ 16,627 ​ ​ 18,855 ​ ​ 19,536 Fair value adjustments to contingent consideration (2) ​ ​ (109) ​ ​ (225) ​ ​ (533) Restructuring charges (3) ​ ​ 2,536 ​ ​ 1,227 ​ ​ 4,210 Change in estimated tax receivable agreement liability (4) ​ ​ 715 ​ ​ 1,219 ​ ​ (25,298) Other adjustments (5) ​ ​ 1,898 ​ ​ 2,860 ​ ​ 2,394 Adjusted EBITDA ​ $ 93,721 ​ $ 97,700 ​ $ 96,288 (1) During 2025, we recorded a cost recovery in connection with a previous settlement, that was received in the fourth quarter of 2025 from an escrow fund from a prior acquisition.
This increase was partially offset by a decrease in U.S. agent count and a reduction in revenue from previous acquisitions (excluding independent region acquisitions) . Non-GAAP Financial Measures The Securities and Exchange Commission (“SEC”) has adopted rules to regulate the use in filings with the SEC and in public disclosures of financial measures that are not in accordance with U.S.
Non-GAAP Financial Measures The Securities and Exchange Commission (“SEC”) has adopted rules to regulate the use in filings with the SEC and in public disclosures of financial measures that are not in accordance with U.S. GAAP, such as Revenue excluding the Marketing Funds and Adjusted EBITDA and the ratios related thereto.
If any amounts are drawn on the $50 million revolving line of credit, the terms of the Senior Secured Credit Facility require the TLR to not exceed 4.50:1. As a result, as long as the TLR remains below 4.50:1, access to borrowings under the revolving line of credit will not be restricted.
If any amounts have been drawn on the $50 million revolving line of credit as of the last day of any fiscal quarter, the terms of the Senior Secured Credit Facility require the TLR to not exceed 4.50:1 as of the last day of four consecutive fiscal quarters.
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.
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.
A commitment fee of 0.5% per annum (subject to reductions) accrues on the amount of unutilized revolving line of credit regardless of our TLR. As of the date of this report, no amounts were drawn on the revolving line of credit.
As a result, as long as the 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 our TLR.
Similar to the deferred tax assets, these liabilities would likely increase materially if RIHI redeems additional common units of RMCO or with future reversals of the valuation allowances. New Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies, for recently issued accounting pronouncements applicable to us and the effect of those standards on our financial statements and related disclosures.
Similar to the deferred tax assets, these liabilities would likely increase materially if RIHI redeems additional common units of RMCO or with future reversals of the valuation allowances.
In light of the settlement of an industry class-action lawsuit (for additional information See Note 13, Commitments and Contingencies) and ongoing challenging housing and mortgage market conditions, we continue to believe this action to preserve our capital is prudent. As such, for 2024 our Board of Directors has not approved any quarterly cash dividends.
During the fourth quarter 2023, in light of the settlement of an industry class-action lawsuit (for additional information See Note 13, Commitments and Contingencies) and ongoing challenging housing and mortgage market conditions, our Board of Directors suspended our quarterly dividend and therefore no dividends have been paid since.
See Note 2, Summary of Significant Accounting Policies , for additional information. 39 Table of Contents (8) Change in estimated tax receivable agreement liability is the result of a valuation allowance on deferred tax assets. See Note 4, Non-controlling Interest and Note 11, Income Taxes , for additional information.
Additionally, during 2023, we announced a reduction in force and reorganization intended to streamline our operations and yield cost savings over the long term. See Note 2, Summary of Significant Accounting Policies , for additional information. (4) Change in estimated tax receivable agreement liability is the result of a valuation allowance on deferred tax assets.
Distributions and other payments pursuant to the RMCO, LLC Agreement and TRAs were comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2024 ​ 2023 Tax distributions ​ $ — ​ $ — Dividend distributions ​ ​ — ​ ​ 8,667 Other ​ ​ — ​ ​ (12) Total distributions to non-controlling unitholders ​ ​ — ​ ​ 8,655 Payments pursuant to the TRAs ​ ​ 504 ​ ​ 440 Total distributions to non-controlling unitholders and TRA payments ​ $ 504 ​ $ 9,095 Contractual Obligations The following table summarizes our contractual obligations as of December 31, 2024 and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by Period ​ ​ Total ​ Less than 1 year ​ 1-3 years ​ 3-5 years ​ After 5 years Senior Secured Credit Facility (including current portion) (1) ​ $ 443,901 ​ $ 4,600 ​ ​ 9,200 ​ ​ 430,101 ​ ​ — Interest payments on credit facility (2) ​ ​ 109,495 ​ ​ 31,253 ​ ​ 61,530 ​ ​ 16,712 ​ ​ — Undiscounted lease obligations (3) ​ ​ 29,079 ​ ​ 8,514 ​ ​ 17,389 ​ ​ 2,862 ​ ​ 314 Payments pursuant to tax receivable agreements (4) ​ ​ 1,537 ​ ​ 1,537 ​ ​ — ​ ​ — ​ ​ — Vendor contracts (5) ​ ​ 33,435 ​ ​ 13,965 ​ ​ 12,966 ​ ​ 6,504 ​ ​ — Estimated undiscounted contingent consideration payments (6) ​ ​ 2,506 ​ ​ 1,549 ​ ​ 957 ​ ​ — ​ ​ — ​ ​ $ 619,953 ​ $ 61,418 ​ $ 102,042 ​ $ 456,179 ​ $ 314 (1) We have reflected full payment of our Senior Secured Credit Facility in July 2028 at maturity.
Contractual Obligations The following table summarizes our contractual obligations as of December 31, 2025 and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by Period ​ ​ Total ​ Less than 1 year ​ 1-3 years ​ 3-5 years ​ After 5 years Senior Secured Credit Facility (including current portion) (1) ​ $ 439,300 ​ $ 4,600 ​ ​ 434,700 ​ ​ — ​ ​ — Interest payments on credit facility (2) ​ ​ 71,049 ​ ​ 28,084 ​ ​ 42,965 ​ ​ — ​ ​ — Undiscounted lease obligations (3) ​ ​ 19,137 ​ ​ 8,056 ​ ​ 10,504 ​ ​ 495 ​ ​ 82 Payments pursuant to tax receivable agreements (4) ​ ​ 1,542 ​ ​ 1,542 ​ ​ — ​ ​ — ​ ​ — Vendor contracts (5) ​ ​ 79,516 ​ ​ 54,619 ​ ​ 24,897 ​ ​ — ​ ​ — Estimated undiscounted contingent consideration payments (6) ​ ​ 1,334 ​ ​ 1,334 ​ ​ — ​ ​ — ​ ​ — ​ ​ $ 611,878 ​ $ 98,235 ​ $ 513,066 ​ $ 495 ​ $ 82 (1) We have reflected full payment of our Senior Secured Credit Facility in July 2028 at maturity.
We also sell ancillary products and services to our franchise networks, including loan processing services to our Motto network and other third parties through our wemlo ® brand. RE/MAX and Motto are 100% franchised.
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.
Additionally, lower capital allocation to our share repurchase program and decreased tax withholding payments for share-based compensation contributed to the change. Capital Allocation Priorities Liquidity Our objective is to maintain a strong liquidity position.
Financing Activities For the year ended December 31, 2025, cash used in financing activities was higher primarily due to higher tax withholding payments for share-based compensation and timing of contingent consideration payments. Capital Allocation Priorities Liquidity Our objective is to maintain a strong liquidity position.
A summary of the components of our selling, operating and administrative expenses is as follows (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Change ​ ​ ​ December 31, ​ Favorable/(Unfavorable) ​ ​ ​ 2024 ​ 2023 ​ $ ​ % ​ Selling, operating and administrative expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Personnel ​ $ 94,174 ​ $ 97,030 ​ $ 2,856 ​ 2.9 % Professional fees ​ ​ 12,260 ​ ​ 14,875 ​ ​ 2,615 ​ 17.6 % Lease costs ​ ​ 6,756 ​ ​ 7,601 ​ ​ 845 ​ 11.1 % Other ​ ​ 39,068 ​ ​ 52,042 ​ ​ 12,974 ​ 24.9 % Total selling, operating and administrative expenses ​ $ 152,258 ​ $ 171,548 ​ $ 19,290 ​ 11.2 % Percent of revenue ​ ​ 49.5 % ​ 52.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total selling, operating and administrative expenses decreased as follows: Personnel costs decreased primarily due to higher severance expenses from a workforce reduction and reorganization in the prior year, see Note 2, Summary of Significant Accounting Policies for additional information.
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. 35 Table of Contents A summary of the components of our selling, operating and administrative expenses is as follows (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Change ​ ​ ​ December 31, ​ Favorable/(Unfavorable) ​ ​ ​ 2025 ​ 2024 ​ $ ​ % ​ Selling, operating and administrative expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Personnel ​ $ 86,834 ​ $ 94,174 ​ $ 7,340 ​ 7.8 % Professional fees ​ ​ 14,265 ​ ​ 12,260 ​ ​ (2,005) ​ (16.4) % Lease costs ​ ​ 6,260 ​ ​ 6,756 ​ ​ 496 ​ 7.3 % Other ​ ​ 39,343 ​ ​ 39,068 ​ ​ (275) ​ (0.7) % Total selling, operating and administrative expenses ​ $ 146,702 ​ $ 152,258 ​ $ 5,556 ​ 3.6 % Percent of revenue ​ ​ 50.3 % ​ 49.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total selling, operating and administrative expenses decreased as follows: ● Personnel expenses decreased primarily due to an increase in expenses charged to the Marketing Funds, see Note 2, Summary of Significant Accounting Policies for additional information.
We recognize an equal and offsetting amount of expenses to revenue such that there is no impact to our overall profitability.
Marketing Funds Fees and Marketing Funds Expenses Revenue from Marketing Funds fees decreased primarily due to a reduction in U.S. agent count and incentives related to modifications to the Company’s standard fee models, including the Aspire program. We recognize an equal and offsetting amount of expenses to revenue such that there is no impact to our overall profitability.
As of December 31, 2024, we had $440.8 million of term loans outstanding, net of an unamortized discount and issuance costs, and no revolving loans outstanding under our Senior Secured Credit Facility. 41 Table of Contents Sources and Uses of Cash As of December 31, 2024, and 2023, we had $96.6 million and $82.6 million, respectively, in cash and cash equivalents, of which approximately $19.7 million and $32.5 million were denominated in foreign currencies, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2024 ​ 2023 Cash provided by (used in): ​ ​ ​ ​ ​ ​ Operating activities ​ $ 59,652 ​ $ 28,264 Investing activities ​ ​ (5,876) ​ ​ (5,643) Financing activities ​ ​ (8,273) ​ ​ (35,817) Effect of exchange rate changes on cash ​ ​ (1,979) ​ ​ 831 Net change in cash, cash equivalents and restricted cash ​ $ 43,524 ​ $ (12,365) Operating Activities Cash provided by operating activities increased primarily as a result of: ● lower spend in the Marketing Funds in the current year, which resulted in a $2.0 million increase in restricted cash and cash flow provided by operating activities.
Sources and Uses of Cash As of December 31, 2025, and 2024, we had $118.7 million and $96.6 million, respectively, in cash and cash equivalents, of which approximately $29.8 million and $19.7 million were denominated in foreign currencies, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2025 ​ 2024 Cash provided by (used in): ​ ​ ​ ​ ​ ​ Operating activities ​ $ 40,878 ​ $ 59,652 Investing activities ​ ​ (7,782) ​ ​ (5,876) Financing activities ​ ​ (10,750) ​ ​ (8,273) Effect of exchange rate changes on cash ​ ​ 1,435 ​ ​ (1,979) Net change in cash, cash equivalents and restricted cash ​ $ 23,781 ​ $ 43,524 Operating Activities Cash provided by operating activities decreased primarily due to a decrease in Adjusted EBITDA, an increase in net settlement payments (including the release of the Canadian Settlement Amount, partially offset by the receipt of the cost 41 Table of Contents recovery in connection with a previous settlement from an escrow fund from a prior acquisition), and timing differences on various operating assets and liabilities, partially offset by lower interest payments.
As a result, in the third quarter of 2023, we recorded the total settlement charge of $55.0 million to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Consolidated Balance Sheets. In addition, all installments we have paid into the U.S.
Activity related to this immaterial legal matter was initially recorded to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Consolidated Balance Sheets.
The revised facility provides for a seven-year $460.0 million term loan facility and a five-year $50.0 million revolving loan 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.
Franchise Sales and Other Revenue Franchise sales and other revenue decreased primarily due to a reduction in revenue of approximately $3.4 million from our annual RE/MAX agent convention as a result of lower attendance in 2024 due to the 50 th anniversary celebration in the prior year and a reduction in revenue from previous acquisitions (excluding independent region acquisitions).
Franchise Sales and Other Revenue Franchise sales and other revenue decreased primarily due to a reduction in revenue from previous acquisitions, Franchise sales revenue, revenue from preferred marketing arrangements and revenue from our annual REMAX agent 34 Table of Contents convention and other events.
See Note 13, Commitments and Contingencies , for additional information. (2) Represents the impairment recognized on portions of our corporate headquarters office building. See Note 3, Leases , for additional information.
This was partially offset by the settlement of an immaterial legal matter and an impairment recognized on an office lease in Canada, see Note 3, Leases , for additional information on our leases. During 2024 and 2023, represents the settlements of certain industry class-action lawsuits and other legal settlements, see Note 13, Commitments and Contingencies , for additional information.
Year Ended December 31, 2023 Revenue A summary of the components of our revenue is as follows (in thousands except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Change ​ ​ ​ December 31, ​ Favorable/(Unfavorable) ​ ​ ​ 2024 ​ 2023 ​ $ ​ % ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing franchise fees ​ $ 122,011 ​ $ 127,384 ​ $ (5,373) ​ (4.2) % Annual dues ​ ​ 32,188 ​ ​ 33,904 ​ ​ (1,716) ​ (5.1) % Broker fees ​ ​ 51,816 ​ ​ 51,012 ​ ​ 804 ​ 1.6 % Marketing Funds fees ​ ​ 78,983 ​ ​ 83,861 ​ ​ (4,878) ​ (5.8) % Franchise sales and other revenue ​ ​ 22,687 ​ ​ 29,510 ​ ​ (6,823) ​ (23.1) % Total revenue ​ $ 307,685 ​ $ 325,671 ​ $ (17,986) ​ (5.5) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Change ​ ​ ​ December 31, ​ Favorable/(Unfavorable) ​ ​ ​ 2024 ​ 2023 ​ $ ​ % ​ Revenue excluding the Marketing Funds: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue ​ $ 307,685 ​ $ 325,671 ​ $ (17,986) ​ (5.5) % Less: Marketing Funds fees ​ ​ 78,983 ​ ​ 83,861 ​ ​ (4,878) ​ (5.8) % Revenue excluding the Marketing Funds ​ $ 228,702 ​ $ 241,810 ​ $ (13,108) ​ (5.4) % RE/MAX Holdings generated revenue of $307.7 million in 2024, a decrease of $18.0 million or 5.5%, compared to $325.7 million in the same period in 2023.
Year Ended December 31, 2024 Revenue A summary of the components of our revenue is as follows (in thousands except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Change ​ ​ ​ December 31, ​ Favorable/(Unfavorable) ​ ​ ​ 2025 ​ 2024 ​ $ ​ % ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing franchise fees ​ $ 112,865 ​ $ 122,011 ​ $ (9,146) ​ (7.5) % Annual dues ​ ​ 30,462 ​ ​ 32,188 ​ ​ (1,726) ​ (5.4) % Broker fees ​ ​ 53,691 ​ ​ 51,816 ​ ​ 1,875 ​ 3.6 % Marketing Funds fees ​ ​ 72,835 ​ ​ 78,983 ​ ​ (6,148) ​ (7.8) % Franchise sales and other revenue ​ ​ 21,748 ​ ​ 22,687 ​ ​ (939) ​ (4.1) % Total revenue ​ $ 291,601 ​ $ 307,685 ​ $ (16,084) ​ (5.2) % ​ Continuing Franchise Fees Revenue from Continuing franchise fees decreased primarily due to a reduction in U.S. agent count and, to a lesser extent, incentives related to modifications to the Company’s standard fee models, including the Aspire program, which resulted in a corresponding increase in Broker Fees.
Provision for Income Taxes The comparison of effective tax rates for the years ended December 31, 2024 and 2023 is not meaningful.
Provision for Income Taxes The Company’s effective tax rate for the year ended December 31, 2025 was 31.6%, compared to (30.3)% for the year ended December 31, 2024.
Broker Fees Revenue from Broker fees increased primarily due to an increase in average home sales prices and average transactions per agent in the U.S. and Canada, partially offset by a reduction in U.S. agent count. 34 Table of Contents Marketing Funds Fees and Marketing Funds Expenses Revenue from Marketing Funds fees decreased primarily due to a decrease in U.S. agent count.
In addition, higher average home sales prices in the U.S., along with the impact of recognizing Broker fees ratably throughout the year in the U.S. and Canada for capped programs such as Aspire, further contributed to the increase. These increases were partially offset by a decline in U.S. agent count.
Negative organic revenue growth was driven by a decrease in U.S. agent count, a reduction in revenue from our annual RE/MAX agent convention due to lower attendance as compared to the 50 th anniversary celebration in the prior year, and a reduction in revenue from previous acquisitions (excluding independent region acquisitions).
Negative organic revenue growth was driven by a decrease in U.S. agent count, recently introduced incentives related to modifications to the Company’s standard fee models, including Aspire, a reduction in revenue from previous acquisitions, lower Mortgage segment revenue and Franchise sales revenue; partially offset by an increase in Broker fees and revenue from advertising revenue on our flagship websites.
Removed
Financial and Operational Highlights In 2024, difficult housing and mortgage market conditions, primarily caused by high interest rates and accompanying affordability challenges persisted, resulting in declines in U.S. agent count, open Motto offices and total revenue.
Added
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.
Removed
Despite the U.S. decline, RE/MAX agent count remained virtually the same in Canada and increased nearly 9% in our global regions, and network-wide agent count was a record high as of December 31, 2024. We sharpened our focus to drive operational efficiency across the Company, which helped generate better-than-anticipated profit and margin performance during the last three quarters of 2024.
Added
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.
Removed
Effective cost management and improved collections from across the RE/MAX network were the primary drivers of the 11.2% year over year decrease in selling, administrative, and operating expenses that contributed to our improved results.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFluctuations in exchange rates of the U.S. dollar against foreign currencies can result, and have resulted, in fluctuations in (a) revenue and operating income (loss) due to a portion of our revenue being denominated in foreign currencies and (b) foreign exchange transaction gains and losses due primarily to cash, accounts receivable, the Canadian Settlement Amount payable related to the Canadian antitrust litigations, and other liability balances denominated in foreign currencies, with the Canadian dollar representing the most significant exposure.
Biggest changeFluctuations in exchange rates of the U.S. dollar against foreign currencies can result, and have resulted, in fluctuations in (a) revenue and operating income (loss) due to a portion of our revenue being denominated in foreign currencies and (b) foreign exchange transaction gains and losses due primarily to cash, accounts receivable, and other liability balances denominated in foreign currencies, with the Canadian dollar representing the most significant exposure.
If our rate is above the floor, then each hypothetical 0.25% increase would result in additional annual interest expense of $1.1 million. To mitigate a portion of this risk, we invest our cash balances in short-term investments that earn interest at variable rates. Currency Risk We have a network of global franchisees in over 110 countries and territories.
If our rate is above the floor, then each hypothetical 0.25% increase would result in additional annual interest expense of $1.1 million. To mitigate a portion of this risk, we invest our cash balances in short-term investments that earn interest at variable rates. Currency Risk We have a network of global franchisees in over 120 countries and territories.
As of December 31, 2024, the interest rate on our Senior Secured Credit Facility was based on Adjusted Term SOFR, subject to a floor of 0.50%, plus an applicable margin of 2.50%.
As of December 31, 2025, the interest rate on our Senior Secured Credit Facility was based on Adjusted Term SOFR, subject to a floor of 0.50%, plus an applicable margin of 2.50%.
To mitigate a portion of this risk related to (b), we enter into short-term foreign currency 46 Table of Contents forwards to minimize exposures related to foreign currency. See Note 2, Summary of Significant Accounting Policies , for more information. In addition, we actively convert cash balances into U.S. dollars to mitigate currency risk on cash positions.
To mitigate a portion of this risk related to (b), we enter into short-term foreign currency forwards to minimize exposures related to foreign currency. See Note 2, Summary of Significant Accounting Policies , for more information. In addition, we actively convert cash balances into U.S. dollars to mitigate currency risk on cash positions.
For the years ended December 31, 2024 and 2023, bad debt expense was less than 1.0% and was 2.0% of revenue, respectively. Interest Rate Risk We are subject to interest rate risk in connection with borrowings under our Senior Secured Credit Facility which bear interest at variable rates.
For the years ended December 31, 2025 and 2024, bad debt expense was 1.1% and 0.4% of revenue, respectively. Interest Rate Risk We are subject to interest rate risk in connection with borrowings under our Senior Secured Credit Facility which bear interest at variable rates.
During the year ended December 31, 2024, a hypothetical 5% strengthening/weakening in the value of the U.S. dollar compared to the Canadian dollar would have resulted in a decrease/increase to operating income (loss) of approximately $1.3 million, respectively, related to currency risk (a) above. ​ 47 Table of Contents
During the year ended December 31, 2025, a hypothetical 5% strengthening/weakening in the value of the U.S. dollar compared to the Canadian dollar would have resulted in a decrease/increase to operating income (loss) of approximately $1.7 million, respectively, related to currency risk (a) above. ​ 46 Table of Contents ​
At December 31, 2024, $443.9 million in term loans were outstanding under our Senior Secured Credit Facility. We currently do not engage in any interest rate hedging activity, but given our variable rate borrowings, we monitor interest rates and if appropriate, may engage in hedging activity prospectively.
At December 31, 2025, $439.3 million in term loans were outstanding under our Senior Secured Credit Facility. We currently do not engage in any interest rate hedging activity, but given our variable rate borrowings, we monitor interest rates and if appropriate, may engage in hedging activity prospectively.
We transitioned from LIBOR to Adjusted Term SOFR during the third quarter of 2023 and borrowings under the term loans and revolving loans accrued interest based on Adjusted Term SOFR, beginning on July 31, 2023, subject to the same floor of 0.50%, plus the same applicable margin of 2.50%. As of December 31, 2024, the interest rate was 7.0%.
We transitioned from LIBOR to Adjusted Term SOFR during the third quarter of 2023 and borrowings under the term loans and revolving loans accrued interest based on Adjusted Term SOFR, beginning on July 31, 2023, subject to the same floor of 0.50%, plus the same applicable margin of 2.50%. 45 Table of Contents As of December 31, 2025, the interest rate was 6.3%.

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