RE/MAX Holdings Inc

What they do

RE/MAX Holdings franchises real estate brokerages globally under the RE/MAX brand and mortgage brokerages in the U.S. under the Motto Mortgage brand. The company does not own any brokerages; it provides brand rights and support services to franchisees who fund their own growth. It also sells ancillary products and services, including marketing services, technology platforms, and mortgage loan processing through its wemlo brand, plus advertising and lead generation on remax.com and remax.ca. RE/MAX and Motto are both 100% franchised, yielding a low fixed-cost, recurring fee-based model.

Revenue drivers

• Recurring franchise fees and annual dues — Continuing franchise fees and annual dues are the core recurring revenue stream; they accounted for 63.9% of Revenue excluding the Marketing Funds in Q2 2026, down from 67.3% a year earlier, and decreased 9.9% to a level $3.6 million below the prior-year quarter.
• Broker fees — Broker fees are transaction-linked and rose in Q2 2026 on higher average transactions per agent and higher average U.S. home sale prices, partly offsetting weakness elsewhere.
• Marketing Funds — Marketing Funds revenue is pass-through marketing revenue; total revenue of $68.5 million in Q2 2026 included it, while Revenue excluding the Marketing Funds was $51.7 million.
• Mortgage segment (Motto and wemlo) — The Mortgage segment covers Motto mortgage brokerage franchising and wemlo mortgage loan processing; lower Mortgage segment revenue contributed to the Q2 2026 organic revenue decline.

Recent performance

Second quarter 2026 total revenue was $68.5 million, down 5.8% from $72.8 million a year earlier, and Revenue excluding the Marketing Funds fell 5.1% to $51.7 million on 5.1% negative organic growth and flat foreign currency. The company reported a net loss attributable to RE/MAX Holdings of $4.3 million, or $0.20 per diluted share, while Adjusted EBITDA fell 12.6% to $22.9 million and Adjusted EPS was $0.32. Total agent count rose 1.5% to 149,267, but the U.S. and Canada combined count fell 2.2% to 72,968 as U.S. agents declined 5.0% to 47,170 and Canada grew 3.3% to 25,798. Total operating expenses increased 14.1% to $67.0 million, driven primarily by Merger transaction costs and partly offset by lower selling, operating and administrative, Marketing Funds, and depreciation and amortization expenses. Annual revenue has declined each year from $353.4 million in 2022 to $291.6 million in 2025, while net income was $13.4 million in 2025.

Strategy

The central strategic event is the April 26, 2026 Arrangement Agreement and Plan of Merger under which The Real Brokerage Inc. will acquire RE/MAX Holdings to form Real REMAX Group Inc.; RE/MAX shareholders may elect 5.15 shares of the new company or $13.80 in cash per share, subject to proration keeping aggregate cash between $60 million and $80 million. The company continues to operate a 100% franchised model, funding growth through franchisees, and describes ongoing efforts around fee models including the Aspire and Ascend programs. It is also focused on operating efficiently and on ancillary offerings such as marketing services, technology platforms, and wemlo loan processing. While the transaction is pending, the company is not hosting quarterly earnings calls and does not intend to provide quarterly or annual guidance. Management also cites strategic investments in the Mortgage business and long-term benefits of strategic growth initiatives.

Risks

• Merger completion risk — The Real Brokerage transaction requires customary closing conditions including approval by shareholders of both companies at special meetings held August 14, 2026, and is expected to close in the second half of 2026.
• Agent count and U.S. decline — U.S. agent count fell 5.0% to 47,170 and U.S. and Canada combined fell 2.2% to 72,968 in Q2 2026, pressuring recurring franchise fees.
• Revenue and margin pressure — Total revenue declined 5.8% in Q2 2026 and Adjusted EBITDA fell 12.6% to $22.9 million, following annual revenue declines from $353.4 million in 2022 to $291.6 million in 2025.
• Indebtedness and leverage — As of June 30, 2026, long-term debt was $430.4 million against total liabilities of $614.3 million and cash of $112.4 million, with the company noting a total leverage ratio under its credit agreement.

Outlook

Management expects the Merger with The Real Brokerage to close in the second half of 2026, subject to closing conditions including shareholder and regulatory approvals, and does not intend to provide quarterly or annual guidance while the transaction is pending. The company has stopped hosting quarterly earnings calls and points investors to its SEC filings, including the Definitive Proxy Statement filed July 9, 2026, for Merger details. No forward financial targets were given in the latest earnings release.