RE/MAX HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2025 RESULTS

Total Fourth Quarter Revenue of $71.1 Million, Adjusted EBITDA of $22.4 Million

DENVER, Feb. 19, 2026 /PRNewswire/ --

Fourth Quarter 2025 Highlights

(Compared to fourth quarter 2024 unless otherwise noted)

Full-Year 2025 Highlights

(Compared to full year 2024 unless otherwise noted)

RE/MAX Holdings, Inc. (the "Company" or "RE/MAX Holdings") (NYSE: RMAX), parent company of REMAX, one of the world's leading franchisors of real estate brokerage services, and Motto Mortgage ("Motto"), the first and only national mortgage brokerage franchise brand in the U.S., today announced operating results for the quarter and year ended December 31, 2025.

"Our strategy is working and is beginning to yield results even though 2025 marked the third consecutive year of a historically tough housing market in the United States and Canada. We exited 2025 with strong momentum across both of our networks, driven by record global agent count growth, our best fourth quarter U.S. agent performance since 2021, and a renewed excitement for the REMAX brand given enhancements to our overall value proposition. In January we also saw the largest conversion in our history as nearly 1,200 agents led by visionary entrepreneurs chose to join our market-leading brand in Canada, an exciting start to the year," said Erik Carlson, Chief Executive Officer.

Carlson continued, "Engagement throughout REMAX reflects growing enthusiasm for the recent strategic investments in our brand, including our Marketing as a Service and Lead Concierge platforms, reinforcing our confidence as we enter the year ahead. At the same time, we continue to operate the business with discipline, with fourth quarter profit and margin performance at the high end of our expectations. As signs of modest improvement in home sales activity are starting to emerge, we believe our networks are well positioned to capitalize on a recovering market, and we will continue to be laser focused on supporting our networks to win more business, in less time, and more profitably."

Fourth Quarter 2025 Operating Results

Agent Count

The following table compares agent count as of December 31, 2025 and 2024:

As of December 31,

Change

2025

2024

U.S.

48,165

51,286

(3,121)

(6.1)

Canada

24,812

25,171

(359)

(1.4)

Subtotal

72,977

76,457

(3,480)

(4.6)

Outside the U.S. & Canada

75,683

70,170

5,513

7.9

Total

148,660

146,627

2,033

1.4

Revenue

RE/MAX Holdings generated revenue of $71.1 million in the fourth quarter of 2025, a decrease of $1.3 million, or 1.8%, compared to $72.5 million in the fourth quarter of 2024. Revenue excluding the Marketing Funds was $53.6 million in the fourth quarter of 2025, a decrease of $0.2 million, or 0.4%, versus the same period in 2024. The decrease in Revenue excluding the Marketing Funds was attributable to a decline in organic revenue of 0.4%. The decline in organic revenue was driven mainly by a reduction in U.S. agent count and recently introduced incentives related to modifications to the Company's standard fee models, including Aspire, partially offset by an increase in Broker fees due to: (1) the impact of recognizing Broker fees ratably throughout the year in the U.S. and Canada for capped programs like Aspire; (2) an increase in Broker Fees related to modifications to the Company's standard fee models, including Aspire, which resulted in an offsetting decrease to Continuing franchise fees and to a lesser extent Marketing Funds fees; and (3) higher average home sales prices in the U.S., an increase in revenue from marketing as a service ("MaaS") and an increase from advertising revenue on the Company's flagship websites.

Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased $3.2 million, or 8.5%, compared to the fourth quarter of 2024 and accounted for 64.3% of Revenue excluding the Marketing Funds in the fourth quarter of 2025 compared to 69.9% in the prior-year period.

Operating Expenses

Total operating expenses were $61.8 million for the fourth quarter of 2025, a decrease of $6.4 million, or 9.4%, compared to $68.2 million in the fourth quarter of 2024. Fourth quarter 2025 total operating expenses decreased primarily due to lower Settlement and impairment charges, Marketing Funds expenses, and Depreciation and amortization expenses, partially offset by higher Selling, operating and administrative expenses.

Selling, operating and administrative expenses were $37.3 million in the fourth quarter of 2025, an increase of $1.6 million, or 4.4%, compared to the fourth quarter of 2024 and represented 69.7% of Revenue excluding the Marketing Funds, compared to 66.5% in the prior-year period. Fourth quarter 2025 Selling, operating and administrative expenses increased primarily due to losses on sale and disposal of assets, increase in expenses from timing of other events, partially offset by a reduction in certain personnel-related expenses.

Net Income and GAAP EPS

Net income attributable to RE/MAX Holdings was $1.4 million for the fourth quarter of 2025 compared to net income of $5.8 million for the fourth quarter of 2024. Reported basic and diluted GAAP earnings per share were $0.07 each for the fourth quarter of 2025 compared to basic and diluted GAAP earnings per share were $0.31 and $0.29, respectively, for the fourth quarter of 2024.

Adjusted EBITDA and Adjusted EPS

Adjusted EBITDA was $22.4 million for the fourth quarter of 2025, a decrease of $0.9 million, or 4.0%, compared to the fourth quarter of 2024. Fourth quarter 2025 Adjusted EBITDA decreased due to an increase in certain personnel-related expenses and lower revenue, partially offset by a decrease in bad debt expense. Adjusted EBITDA margin was 31.5% in the fourth quarter of 2025, compared to 32.2% in the fourth quarter of 2024.

Adjusted basic and diluted EPS were $0.31 and $0.30 respectively for the fourth quarter of 2025 compared to Adjusted basic and diluted EPS of $0.32 and $0.30, respectively for the fourth quarter of 2024. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended December 31, 2025, assumes RE/MAX Holdings owned 100% of RMCO, LLC ("RMCO"). The weighted average ownership RE/MAX Holdings had in RMCO was 61.5% for the quarter ended December 31, 2025.

Balance Sheet

As of December 31, 2025, the Company had cash and cash equivalents of $118.7 million, an increase of $22.1 million from December 31, 2024. As of December 31, 2025, the Company had $436.8 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared to $440.8 million as of December 31, 2024.

Share Repurchases and Retirement

As previously disclosed, in January 2022 the Company's Board of Directors authorized a common stock repurchase program of up to $100 million. During the three months ending December 31, 2025, the Company did not repurchase any shares. As of December 31, 2025, $62.5 million remained available under the share repurchase program.

Outlook

The Company's first quarter and full year 2026 Outlook assumes no further currency movements, acquisitions, or divestitures.

For the first quarter of 2026, RE/MAX Holdings expects:

For the full year 2026, the Company now expects:

Webcast and Conference Call

The Company will host a conference call for interested parties on Friday, February 20, 2026, beginning at 8:30 a.m. Eastern Time. Interested parties can register in advance for the conference call using the following link: https://events.q4inc.com/attendee/808192655. Interested parties also can access a live webcast through the Investor Relations section of the Company's website at http://investors.remaxholdings.com. Please dial in or join the webcast 10 minutes before the start of the conference call. An archive of the webcast will be available on the Company's website for a limited time as well.

Basis of Presentation

Unless otherwise noted, the results presented in this press release are consolidated and exclude adjustments attributable to the non-controlling interest.

Footnotes:

1Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from U.S. Generally Accepted Accounting Principles ("U.S. GAAP") and a reconciliation to the most directly comparable U.S. GAAP measure is as follows (in thousands):

Three Months Ended

Year Ended

December 31,

2025

2024

2025

2024

Revenue excluding the Marketing Funds:

Total revenue

71,137

72,467

291,601

307,685

Less: Marketing Funds fees

17,556

18,652

72,835

78,983

Revenue excluding the Marketing Funds

53,581

53,815

218,766

228,702

2The Company defines organic revenue growth as revenue growth from continuing operations excluding (i) revenue from Marketing Funds, (ii) revenue from acquisitions, and (iii) the impact of foreign currency movements. The Company defines revenue from acquisitions as the revenue generated from the date of an acquisition to its second anniversary (excluding Marketing Funds revenue related to acquisitions where applicable).

3Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EPS are non-GAAP measures. These terms are defined at the end of this release. Please see Tables 5 and 6 appearing later in this release for reconciliations of these non-GAAP measures to the most directly comparable GAAP measures.

About RE/MAX Holdings, Inc.

RE/MAX Holdings, Inc. (NYSE: RMAX) is one of the world's leading franchisors in the real estate industry, franchising real estate brokerages globally under the REMAX ® brand, and mortgage brokerages within the U.S. under the Motto ® Mortgage brand. REMAX was founded in 1973 by Dave and Gail Liniger, with an innovative, entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Now with more than 145,000 agents in over 8,500 offices and a presence in more than 120 countries and territories, nobody in the world sells more real estate than REMAX, as measured by total residential transaction sides. Dedicated to innovation and change in the real estate industry, RE/MAX Holdings launched Motto Franchising, LLC, a ground-breaking mortgage brokerage franchisor, in 2016. Motto Mortgage, the first and only national mortgage brokerage franchise brand in the U.S., has offices across more than 40 states.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as "believe," "intend," "expect," "estimate," "plan," "outlook," "project," "anticipate," "may," "will," "would" and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to agent count; Motto open offices; franchise sales; revenue; the Company's outlook for the first quarter and full year 2026; non-GAAP financial measures; housing and mortgage market conditions; the Company's commitment to innovation and delivering an elevated experience; enhancing our value proposition; our profitability and margin performance exceeding expectations; our new MaaS platform and economic models and the impact thereof; and our strengthened leadership team. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include, without limitation, (1) changes in the real estate market or interest rates and availability of financing, (2) changes in business and economic activity in general, including enacted and proposed tariffs and other trade policies which could impact the global economy, (3) the Company's ability to attract and retain quality franchisees, (4) the Company's franchisees' ability to recruit and retain real estate agents and mortgage loan originators, (5) changes in laws and regulations, (6) the Company's ability to enhance, market, and protect its brands, (7) the Company's ability to implement its technology initiatives, (8) risks related to recent changes in the Company's leadership team, (9) fluctuations in foreign currency exchange rates, (10) the nature and amount of the exclusion of charges in future periods when determining Adjusted EBITDA is subject to uncertainty and may not be similar to such charges in prior periods, and (11) those risks and uncertainties described in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC") and similar disclosures in subsequent periodic and current reports filed with the SEC, which are available on the investor relations page of the Company's website at www.remaxholdings.com and on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Except as required by law, the Company does not intend, and undertakes no obligation, to update this information to reflect future events or circumstances.

TABLE 1

RE/MAX Holdings, Inc.

Consolidated Statements of Income (Loss)

(In thousands, except share and per share amounts)

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

2024

2025

2024

Revenue:

Continuing franchise fees

27,077

29,788

112,865

122,011

Annual dues

7,361

7,843

30,462

32,188

Broker fees

13,907

11,657

53,691

51,816

Marketing Funds fees

17,556

18,652

72,835

78,983

Franchise sales and other revenue

5,236

4,527

21,748

22,687

Total revenue

71,137

72,467

291,601

307,685

Operating expenses:

Selling, operating and administrative expenses

37,333

35,770

146,702

152,258

Marketing Funds expenses

17,556

18,652

72,835

78,983

Depreciation and amortization

6,215

7,072

25,848

29,561

Settlement and impairment charges

—

5,483

(1,542)

5,483

Change in estimated tax receivable agreement liability

715

1,219

715

1,219

Total operating expenses

61,819

68,196

244,558

267,504

Operating income (loss)

9,318

4,271

47,043

40,181

Other expenses, net:

Interest expense

(7,740)

(8,562)

(31,700)

(36,258)

Interest income

933

903

3,580

3,738

Foreign currency transaction gains (losses)

371

(893)

705

(1,461)

Total other expenses, net

(6,436)

(8,552)

(27,415)

(33,981)

Income (loss) before provision for income taxes

2,882

(4,281)

19,628

6,200

Provision for income taxes

(373)

8,361

(6,195)

1,877

Net income (loss)

2,509

4,080

13,433

8,077

Less: net income (loss) attributable to non-controlling interest

1,069

(1,725)

5,280

954

Net income (loss) attributable to RE/MAX Holdings, Inc.

1,440

5,805

8,153

7,123

Net income (loss) attributable to RE/MAX Holdings, Inc. per share

of Class A common stock

Basic

0.07

0.31

0.41

0.38

Diluted

0.07

0.29

0.40

0.37

Weighted average shares of Class A common stock outstanding

Basic

20,078,818

18,921,229

19,845,469

18,780,200

Diluted

20,904,332

19,985,471

20,400,048

19,293,827

TABLE 2

RE/MAX Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

December 31,

2025

2024

Assets

Current assets:

Cash and cash equivalents

118,736

96,619

Restricted cash

74,332

72,668

Accounts and notes receivable, net of allowances

26,944

27,807

Income taxes receivable

8,188

7,592

Other current assets

11,940

13,825

Total current assets

240,140

218,511

Property and equipment, net of accumulated depreciation

5,996

7,578

Operating lease right of use assets

12,608

17,778

Franchise agreements, net

67,080

81,186

Other intangible assets, net

10,774

13,382

Goodwill

239,572

237,239

Income taxes receivable, net of current portion

—

355

Other assets, net of current portion

6,305

5,565

Total assets

582,475

581,594

Liabilities and stockholders' equity (deficit)

Current liabilities:

Accounts payable

3,986

5,761

Accrued liabilities

100,927

110,859

Income taxes payable

105

541

Deferred revenue

21,391

22,848

Debt

4,600

Payable pursuant to tax receivable agreements

1,542

1,537

Operating lease liabilities

9,217

8,556

Total current liabilities

141,768

154,702

Debt, net of current portion

432,151

436,243

Deferred tax liabilities

8,193

8,448

Deferred revenue, net of current portion

12,859

14,778

Operating lease liabilities, net of current portion

13,514

22,669

Other liabilities, net of current portion

2,978

3,148

Total liabilities

611,463

639,988

Commitments and contingencies

Stockholders' equity (deficit):

Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 20,095,180

and 18,971,435 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued

and outstanding as of December 31, 2025 and 2024, respectively

—

Additional paid-in capital

578,429

565,072

Accumulated deficit

(126,072)

(133,727)

Accumulated other comprehensive income (deficit), net of tax

(1,864)

Total stockholders' equity attributable to RE/MAX Holdings, Inc.

452,413

429,483

Non-controlling interest

(481,401)

(487,877)

Total stockholders' equity (deficit)

(28,988)

(58,394)

Total liabilities and stockholders' equity (deficit)

582,475

581,594

TABLE 3

RE/MAX Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Year Ended December 31,

2025

2024

2023

Cash flows from operating activities:

Net income (loss)

13,433

8,077

(98,486)

Adjustments to reconcile net income (loss) to operating cash flows:

Depreciation and amortization

25,848

29,561

32,414

Equity-based compensation expense

16,627

18,855

19,536

Bad debt expense

3,278

1,359

6,784

Deferred income tax expense (benefit)

(455)

(2,102)

49,387

Fair value adjustments to contingent consideration

(109)

(225)

(533)

Non-cash settlement and impairment charges

401

5,483

73,783

Net settlement payments

(5,581)

—

Non-cash debt charges

880

863

860

Payment of contingent consideration in excess of acquisition date fair value

—

(360)

—

Change in estimated tax receivable agreement liability

763

1,219

(25,298)

Other, net

1,134

(30)

468

Changes in operating assets and liabilities

Accounts and notes receivable, net of allowances

(3,941)

7,505

(8,442)

Payments pursuant to tax receivable agreements

(757)

(504)

(440)

Income taxes receivable/payable

(314)

(6,505)

298

Deferred revenue, current and noncurrent

(3,516)

(2,870)

(5,432)

Other assets and liabilities

(6,813)

(674)

(16,635)

Net cash provided by operating activities

40,878

59,652

28,264

Cash flows from investing activities:

Purchases of property, equipment and capitalization of software

(7,374)

(6,622)

(6,419)

Other

(408)

746

776

Net cash used in investing activities

(7,782)

(5,876)

(5,643)

Cash flows from financing activities:

Payments on debt

(4,600)

Debt amendment costs

(245)

—

Distributions paid to non-controlling unitholders

—

(8,655)

Dividends and dividend equivalents paid to Class A common stockholders

(498)

(599)

(13,553)

Payments related to tax withholding for share-based compensation

(4,589)

(3,075)

(4,367)

Common shares repurchased

—

(3,408)

Payment of contingent consideration

(791)

—

(1,234)

Other financing

(27)

—

Net cash used in financing activities

(10,750)

(8,273)

(35,817)

Effect of exchange rate changes on cash

1,435

(1,979)

831

Net decrease in cash, cash equivalents and restricted cash

23,781

43,524

(12,365)

Cash, cash equivalents and restricted cash, beginning of period

169,287

125,763

138,128

Cash, cash equivalents and restricted cash, end of period

193,068

169,287

125,763

TABLE 4

RE/MAX Holdings, Inc.

Agent Count

(Unaudited)

As of

December 31,

September 30,

June 30,

March 31,

December 31,

September 30,

June 30,

March 31,

December 31,

2025

2024

2023

Agent Count:

U.S.

Company-Owned Regions

41,998

42,935

43,363

43,543

44,911

46,283

46,780

47,302

48,401

Independent Regions

6,167

6,243

6,306

6,311

6,375

6,525

6,626

6,617

6,730

U.S. Total

48,165

49,178

49,669

49,854

51,286

52,808

53,406

53,919

55,131

Canada

Company-Owned Regions

19,803

20,045

20,060

20,227

20,311

20,515

20,347

20,151

20,270

Independent Regions

5,009

4,975

4,906

4,929

4,860

4,878

4,846

4,885

4,898

Canada Total

24,812

25,020

24,966

25,156

25,171

25,393

25,193

25,036

25,168

U.S. and Canada Total

72,977

74,198

74,635

75,010

76,457

78,201

78,599

78,955

80,299

Outside U.S. and Canada

Independent Regions

75,683

73,349

72,438

71,116

70,170

67,282

64,943

64,332

64,536

Outside U.S. and Canada Total

75,683

73,349

72,438

71,116

70,170

67,282

64,943

64,332

64,536

Total

148,660

147,547

147,073

146,126

146,627

145,483

143,542

143,287

144,835

TABLE 5

RE/MAX Holdings, Inc.

Adjusted EBITDA Reconciliation to Net Income (Loss)

(In thousands, except percentages)

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

2024

2025

2024

Net income (loss)

2,509

4,080

13,433

8,077

Depreciation and amortization

6,215

7,072

25,848

29,561

Interest expense

7,740

8,562

31,700

36,258

Interest income

(933)

(903)

(3,580)

(3,738)

Provision for income taxes

373

(8,361)

6,195

(1,877)

EBITDA

15,904

10,450

73,596

68,281

Settlement and impairment charges (1)

—

5,483

(1,542)

5,483

Equity-based compensation expense

4,314

4,412

16,627

18,855

Fair value adjustments to contingent consideration (2)

(25)

(109)

(225)

Restructuring charges (3)

(200)

1,286

2,536

1,227

Change in estimated tax receivable agreement liability (4)

715

1,219

715

1,219

Other adjustments (5)

1,692

416

1,898

2,860

Adjusted EBITDA (6)

22,400

23,341

93,721

97,700

Adjusted EBITDA Margin (6)

31.5

32.2

32.1

31.8

(1)

During 2025, the Company 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 was partially offset by the settlement of an immaterial legal matter and an impairment recognized on an office lease in Canada. During 2024, represents the settlements of certain industry class-action lawsuits and other legal settlements.

(2)

Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.

(3)

During 2025 and 2024, the Company restructured its support services to further enhance the overall customer experience.

(4)

Change in estimated tax receivable agreement liability is the result of a valuation allowance on deferred tax assets.

(5)

Other adjustments are primarily made up of losses on disposal of assets in 2025 and employee retention related expenses from the Company's CEO transition in 2024.

(6)

Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

TABLE 6

RE/MAX Holdings, Inc.

Adjusted Net Income (Loss) and Adjusted Earnings per Share

(In thousands, except share and per share amounts)

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

2024

2025

2024

Net income (loss)

2,509

4,080

13,433

8,077

Amortization of acquired intangible assets

4,217

4,621

17,440

19,706

Provision for income taxes

373

(8,361)

6,195

(1,877)

Add-backs:

Settlement and impairment charges (1)

—

5,483

(1,542)

5,483

Equity-based compensation expense

4,314

4,412

16,627

18,855

Fair value adjustments to contingent consideration (2)

(25)

(109)

(225)

Restructuring charges (3)

(200)

1,286

2,536

1,227

Change in estimated tax receivable agreement liability (4)

715

1,219

715

1,219

Other adjustments (5)

1,692

416

1,898

2,860

Adjusted pre-tax net income

13,595

13,231

57,193

55,325

Less: Provision for income taxes at 25% (6)

(3,398)

(3,307)

(14,298)

(13,831)

Adjusted net income (7)

10,197

9,924

42,895

41,494

Total basic pro forma shares outstanding

32,638,418

31,480,829

32,405,069

31,339,800

Total diluted pro forma shares outstanding

33,463,932

32,545,071

32,959,648

31,853,427

Adjusted net income basic earnings per share (7)

0.31

0.32

1.32

Adjusted net income diluted earnings per share (7)

0.30

1.30

(1)

(2)

Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.

(3)

During 2025 and 2024, the Company restructured its support services to further enhance the overall customer experience.

(4)

Change in estimated tax receivable agreement liability is the result of a valuation allowance on deferred tax assets.

(5)

Other adjustments are primarily made up of losses on disposal of assets in 2025 and employee retention related expenses from the Company's CEO transition in 2024.

(6)

The long-term tax rate assumes the exchange of all outstanding non-controlling interest partnership units for Class A Common Stock that (a) removes the impact of unusual, non-recurring tax matters and (b) does not estimate the residual impacts to foreign taxes of additional step-ups in tax basis from an exchange because that is dependent on stock prices at the time of such exchange and the calculation is impracticable.

(7)

Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

TABLE 7

RE/MAX Holdings, Inc.

Pro Forma Shares Outstanding

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

2024

2025

2024

Total basic weighted average shares outstanding:

Weighted average shares of Class A common stock outstanding

20,078,818

18,921,229

19,845,469

18,780,200

Remaining equivalent weighted average shares of stock

outstanding on a pro forma basis assuming RE/MAX Holdings

owned 100% of RMCO

12,559,600

Total basic pro forma weighted average shares outstanding

32,638,418

31,480,829

32,405,069

31,339,800

Total diluted weighted average shares outstanding:

Weighted average shares of Class A common stock outstanding

20,078,818

18,921,229

19,845,469

18,780,200

Remaining equivalent weighted average shares of stock

outstanding on a pro forma basis assuming RE/MAX Holdings

owned 100% of RMCO

12,559,600

Dilutive effect of unvested restricted stock units (1)

825,514

1,064,242

554,579

513,627

Total diluted pro forma weighted average shares outstanding

33,463,932

32,545,071

32,959,648

31,853,427

(1)

In accordance with the treasury stock method.

TABLE 8

RE/MAX Holdings, Inc.

Adjusted Free Cash Flow & Unencumbered Cash

(Unaudited)

Year Ended

December 31,

2025

2024

Cash flow from operations

40,878

59,652

Less: Purchases of property, equipment and capitalization of software

(7,374)

(6,622)

(Increases) decreases in restricted cash of the Marketing Funds (1)

(1,664)

(2,028)

Adjusted free cash flow (2)

31,840

51,002

Adjusted free cash flow (2)

31,840

51,002

Less: Tax/Other non-dividend distributions to RIHI

—

Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)

31,840

51,002

Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)

31,840

51,002

Less: Debt principal payments

(4,600)

Unencumbered cash generated (2)

27,240

46,402

Summary

Cash flow from operations

40,878

59,652

Adjusted free cash flow (2)

31,840

51,002

Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)

31,840

51,002

Unencumbered cash generated (2)

27,240

46,402

Adjusted EBITDA (2)

93,721

97,700

Adjusted free cash flow as % of Adjusted EBITDA (2)

34.0 %

52.2 %

Adjusted free cash flow less distributions to RIHI as % of Adjusted EBITDA (2)

34.0 %

52.2 %

Unencumbered cash generated as % of Adjusted EBITDA (2)

29.1 %

47.5 %

(1)

This line reflects any subsequent changes in the restricted cash balance (which under GAAP reflects as either (a) an increase or decrease in cash flow from operations or (b) an incremental amount of purchases of property and equipment and capitalization of developed software) to remove the impact of changes in restricted cash in determining adjusted free cash flow.

(2)

Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

Non-GAAP Financial Measures

The 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, Adjusted EBITDA and the ratios related thereto, Adjusted net income (loss), Adjusted basic and diluted earnings per share (Adjusted EPS) and adjusted free cash flow. These measures are derived based on methodologies other than in accordance with U.S. GAAP.

Revenue excluding the Marketing Funds is calculated directly from our consolidated financial statements as Total revenue less Marketing Funds fees.

The Company defines Adjusted EBITDA as EBITDA (consolidated net income before depreciation and amortization, interest expense, interest income and the provision for income taxes, each of which is presented in the unaudited consolidated financial statements included earlier in this press release), adjusted for the impact of the following items that are either non-cash or that the Company does not consider representative of its ongoing operating performance: loss or gain on sale or disposition of assets, settlement and impairment charges, equity-based compensation expense, acquisition-related expense, gain on reduction in tax receivable agreement liability, expense or income related to changes in the estimated fair value measurement of contingent consideration, restructuring charges and other non-recurring items. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

Because Adjusted EBITDA and Adjusted EBITDA margin omit certain non-cash items and other non-recurring cash charges or other items, the Company believes that each measure is less susceptible to variances that affect its operating performance resulting from depreciation, amortization and other non-cash and non-recurring cash charges or other items. The Company presents Adjusted EBITDA and the related Adjusted EBITDA margin because the Company believes they are useful as supplemental measures in evaluating the performance of its operating businesses and provides greater transparency into the Company's results of operations. The Company's management uses Adjusted EBITDA and Adjusted EBITDA margin as factors in evaluating the performance of the business.

Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analyzing the Company's results as reported under U.S. GAAP. Some of these limitations are:

The Company's Adjusted EBITDA guidance does not include certain charges and costs. The adjustments to EBITDA in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior quarters, such as gain or loss on sale or disposition of assets, settlement and impairment charges, equity-based compensation expense, acquisition-related expense, gains or losses from changes in the tax receivable agreement liability, expense or income related to changes in the fair value measurement of contingent consideration, restructuring charges and other non-recurring items. The exclusion of these charges and costs in future periods will have a significant impact on the Company's Adjusted EBITDA. The Company is not able to provide a reconciliation of the Company's non-GAAP financial guidance to the corresponding U.S. GAAP measures without unreasonable effort because of the uncertainty and variability of the nature and amount of these future charges and costs.

Adjusted net income (loss) is calculated as Net income (loss) attributable to RE/MAX Holdings, assuming the full exchange of all outstanding non-controlling interests for shares of Class A common stock as of the beginning of the period (and the related increase to the provision for income taxes after such exchange), plus primarily non-cash items and other items that management does not consider to be useful in assessing the Company's operating performance (e.g., amortization of acquired intangible assets, gain on sale or disposition of assets, non-cash impairment charges, acquisition-related expense, restructuring charges and equity-based compensation expense).

Adjusted basic and diluted earnings per share (Adjusted EPS) are calculated as Adjusted net income (loss) (as defined above) divided by pro forma (assuming the full exchange of all outstanding non-controlling interests) basic and diluted weighted average shares, as applicable.

When used in conjunction with GAAP financial measures, Adjusted net income (loss) and Adjusted EPS are supplemental measures of operating performance that management believes are useful measures to evaluate the Company's performance relative to the performance of its competitors as well as performance period over period. By assuming the full exchange of all outstanding non-controlling interests, management believes these measures:

Adjusted free cash flow is calculated as cash flows from operations less capital expenditures and any changes in restricted cash of the Marketing Funds, all as reported under GAAP, and quantifies how much cash a company has to pursue opportunities that enhance shareholder value. The restricted cash of the Marketing Funds is limited in use for the benefit of franchisees and any impact to adjusted free cash flow is removed. The Company believes adjusted free cash flow is useful to investors as a supplemental measure as it calculates the cash flow available for working capital needs, re-investment opportunities, potential Independent Region and strategic acquisitions, dividend payments or other strategic uses of cash.

Adjusted free cash flow after tax and non-dividend distributions to RIHI, Inc. ("RIHI"), an entity majority owned and controlled by David Liniger, our Chairman and Co-Founder, and by Gail Liniger, our Vice Chair Emerita and Co-Founder, is calculated as adjusted free cash flow less tax and other non-dividend distributions paid to RIHI (the non-controlling interest holder) to enable RIHI to satisfy its income tax obligations. Similar payments would be made by the Company directly to federal and state taxing authorities as a component of the Company's consolidated provision for income taxes if a full exchange of non-controlling interests occurred in the future. As a result and given the significance of the Company's ongoing tax and non-dividend distribution obligations to its non-controlling interest, adjusted free cash flow after tax and non-dividend distributions, when used in conjunction with GAAP financial measures, provides a meaningful view of cash flow available to the Company to pursue opportunities that enhance shareholder value.

Unencumbered cash generated is calculated as adjusted free cash flow after tax and non-dividend distributions to RIHI less quarterly debt principal payments less annual excess cash flow payment on debt, as applicable. Given the significance of the Company's excess cash flow payment on debt, when applicable, unencumbered cash generated, when used in conjunction with GAAP financial measures, provides a meaningful view of the cash flow available to the Company to pursue opportunities that enhance shareholder value after considering its debt service obligations.

SOURCE RE/MAX Holdings, Inc.