RE/MAX Holdings, Inc. (RMAX): Results of Operations and Financial Condition
RE/MAX Holdings, Inc. (RMAX) filed an SEC Form 8-K — Results of Operations and Financial Condition. Exhibit 99.1 RE/MAX HOLDINGS, INC. REPORTS SECOND QUARTER 2026 RESULTS Total Second Quarter Revenue of $68.5 Million, Adjusted EBITDA of $22.9 Million DENVER, August 6, 2026 Second Quarter 2026 Highlights (Compared to second quarter 2025 unless otherwise noted) § Total Revenue de
How this was made
The 30-second read
Why it matters
Traders should weigh weaker Q2 operating performance (revenue, adjusted EBITDA, adjusted EPS) against the announced merger economics (share exchange or cash election) and the explicit decision to suspend guidance during the pending transaction.
Market read
Q2 results show revenue decline and margin compression, while the merger vote date and guidance suspension increase event-driven volatility.
What to watch
The company states it will not provide quarterly or annual guidance while the merger is pending, which can increase uncertainty and widen trading ranges around deal milestones rather than operating metrics alone.
Total Second Quarter Revenue of $68.5 Million, Adjusted EBITDA of $22.9 Million
Revenue, recurring revenue, U.S. and Canada agent count, adjusted EBITDA, adjusted EPS and GAAP EPS declined year over year, while total agent count grew due to international agents. Merger-related transaction costs contributed to higher operating expenses and a GAAP net loss.
Key metrics
as reported| Metric | Value | q/q | y/y |
|---|---|---|---|
| Total revenueGAAP | $68.5 million | – | decreased $4.3 million, or 5.8% |
| Revenue excluding the Marketing Fundsnon-GAAP | $51.7 million | – | decreased $2.8 million, or 5.1% |
| Marketing Funds feesother | $16,787 (in thousands) | – | – |
| Organic revenue growthnon-GAAP | negative organic revenue growth of 5.1% | – | – |
| Recurring revenue streamsother | 63.9% of Revenue excluding the Marketing Funds | – | decreased $3.6 million, or 9.9% |
| Total operating expensesGAAP | $67.0 million | – | increased $8.3 million, or 14.1% |
| Selling, operating and administrative expensesGAAP | $32.9 million | – | decreased $1.0 million, or 3.0% |
| Selling, operating and administrative expenses as a percentage of Revenue excluding the Marketing FundsGAAP | 63.6% | – | – |
| Net loss attributable to RE/MAX Holdings, Inc.GAAP | $4.3 million | – | – |
| GAAP basic and diluted loss per shareGAAP | $0.20 each | – | – |
| Adjusted EBITDAnon-GAAP | $22.9 million | – | decreased $3.3 million, or 12.6% |
| Adjusted EBITDA marginnon-GAAP | 33.5% | – | – |
| Adjusted basic and diluted EPSnon-GAAP | $0.32 each | – | – |
| Total agent countother | 149,267 agents | – | increased 1.5% |
| U.S. agent countother | 47,170 | – | (5.0%) |
| Canada agent countother | 25,798 | – | 3.3% |
| U.S. and Canada combined agent countother | 72,968 agents | – | decreased 2.2% |
| Agent count outside the U.S. & Canadaother | 76,299 | – | 5.3% |
What drove it
- Revenue excluding the Marketing Funds declined due to a negative organic revenue growth of 5.1% and flat foreign currency movements.
- The decline in organic revenue was driven mainly by modifications to the Company’s standard fee models, including the Aspire and Ascend programs, a decrease in U.S. agent count and lower Mortgage segment revenue.
- Higher Broker fees, primarily from increases in average transactions per agent and average home sale prices in the U.S., partially offset the revenue decline.
- Selling, operating and administrative expenses declined due to lower personnel expenses, partially offset by higher investments in technology and flagship websites.
- Total operating expenses increased primarily because of transaction costs related to the Merger, partially offset by lower Selling, operating and administrative expenses, Marketing Funds expenses, and Depreciation and Amortization expenses.
Concerns
- Total revenue decreased 5.8% to $68.5 million.
- Recurring revenue streams decreased $3.6 million, or 9.9%, and represented 63.9% of Revenue excluding the Marketing Funds, compared to 67.3% in the prior-year period.
- U.S. and Canada combined agent count decreased 2.2% to 72,968 agents, including a 5.0% decrease in U.S. agent count.
- Adjusted EBITDA decreased 12.6% to $22.9 million and Adjusted EBITDA margin was 33.5%, compared to 36.1% in the prior-year period.
- The Company recorded net loss attributable to RE/MAX Holdings, Inc. of $4.3 million, compared to net income of $4.7 million in the second quarter of 2025.
- The Company does not intend to provide quarterly or annual guidance while the Merger is pending.
What to watch
- Shareholder approval by both companies at their respective special meetings to be held on August 14, 2026.
- The Merger is expected to close in the second half of 2026, subject to customary closing conditions.
- Trends in U.S. agent count, the effects of Aspire and Ascend fee-model modifications, and Mortgage segment revenue.
- Whether Broker-fee growth from average transactions per agent and average home sale prices in the U.S. continues to offset other revenue pressures.
- Technology and flagship-website investment levels and their effect on Selling, operating and administrative expenses and adjusted EBITDA margin.
Balance sheet and cash flow
- As of June 30, 2026, the Company had cash and cash equivalents of $112.4 million, a decrease of $6.3 million from December 31, 2025.
- As of June 30, 2026, the Company had $435.0 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared to $436.8 million as of December 31, 2025.
Analysis
RE/MAX Holdings reported a weaker revenue and earnings comparison for the second quarter of 2026. Total revenue decreased 5.8% to $68.5 million, while Revenue excluding the Marketing Funds decreased 5.1% to $51.7 million. The Company attributed the decline to negative organic revenue growth of 5.1% and flat foreign currency movements. Modifications to the Aspire and Ascend standard fee models, lower U.S. agent count and lower Mortgage segment revenue were the principal organic pressures.
Network trends were mixed. Total agent count increased 1.5% to 149,267 agents, supported by a 5.3% increase in agents outside the U.S. and Canada. However, the U.S. and Canada combined agent count decreased 2.2% to 72,968 agents, with U.S. agent count down 5.0%. Recurring revenue streams decreased $3.6 million, or 9.9%, and their share of Revenue excluding the Marketing Funds fell to 63.9% from 67.3%. Higher Broker fees, driven primarily by increases in average transactions per agent and average home sale prices in the U.S., provided a partial offset.
Profitability declined more sharply than revenue. Total operating expenses increased 14.1% to $67.0 million, primarily because of Merger-related transaction costs. Selling, operating and administrative expenses decreased 3.0% to $32.9 million on lower personnel expenses, although the Company cited higher technology and flagship-website investments as a partial offset. Adjusted EBITDA decreased 12.6% to $22.9 million and Adjusted EBITDA margin was 33.5%, compared with 36.1% in the prior-year period. The Company recorded net loss attributable to RE/MAX Holdings, Inc. of $4.3 million and GAAP basic and diluted loss per share of $0.20 each, versus net income and earnings per share in the prior-year quarter.
The balance sheet reported $112.4 million of cash and cash equivalents and $435.0 million of outstanding debt, net of an unamortized debt discount and issuance costs, as of June 30, 2026. Strategic attention is centered on the planned Merger with The Real Brokerage Inc. The transaction is expected to close in the second half of 2026, subject to closing conditions and shareholder approvals at special meetings scheduled for August 14, 2026. While the transaction is pending, RE/MAX Holdings does not intend to provide quarterly or annual guidance and is not hosting a quarterly earnings call.
Not in the filing
stated, not guessed- Gross profit and gross margin were not disclosed in the provided filing text.
- GAAP operating income or loss was not disclosed in the provided filing text.
- Segment revenue amounts and segment-level revenue comparisons were not disclosed in the provided filing text.
- Cash flow from operations and free cash flow were not disclosed in the provided filing text.
- Share repurchases, dividends and other capital-return amounts were not disclosed in the provided filing text.
- Forward financial guidance was not provided; the Company stated that it does not intend to provide quarterly or annual guidance while the Merger is pending.
- Prior-quarter comparisons were not disclosed for the reported metrics.
- Previous-period outlook was not provided.
- Named executive quotations were not included in the provided filing text.
- The provided filing text is truncated and does not include the referenced Tables 5 and 6 reconciliations.
AlphaAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.
Background
This is an SEC 8-K with RE/MAX’s Q2 2026 results (Item 2.02) and merger-related disclosures tied to a planned acquisition by The Real Brokerage Inc.
Ticker impact
RE/MAX reported Q2 2026 revenue of $68.5M (down 5.8% YoY) and a $4.3M GAAP net loss, alongside merger-related transaction costs.
Choppy-to-down bias into the merger vote window, with volatility driven by earnings deterioration and deal execution risk.
The filing discloses concrete operating declines (revenue, adjusted EBITDA, adjusted EPS) and explicitly attributes higher expenses to merger transaction costs, which can weigh on near-term valuation until deal terms and closing outlook are clearer.
Market effects
Real-estate brokerage franchisors may face read-across pressure if fee-model changes continue to reduce recurring revenue and EBITDA margins.
U.S. and Canada agent count trends are mixed, with U.S. down and outside U.S. and Canada up, suggesting regional demand variability.
The merger framing emphasizes technology-enabled platform consolidation, which can influence sentiment toward brokerage consolidation themes.
Counterpoint
Agent count increased overall and broker fees rose, which could indicate stabilization beneath the headline revenue decline.
Key entities
- public_companyRE/MAX Holdings, Inc.
Subject of the 8-K, reporting Q2 2026 results and disclosing merger-related transaction terms and timing.
- public_companyThe Real Brokerage Inc.
Counterparty in the definitive arrangement agreement to acquire RE/MAX and form Real REMAX Group Inc.
- public_companyReal REMAX Group Inc.
Planned combined entity referenced in the share exchange and cash election terms.
