Form 8-K

8-K — RE/MAX Holdings, Inc.

Accession: 0001104659-26-057515

Filed: 2026-05-08

Period: 2026-05-08

CIK: 0001581091

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2614032d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2614032d1_ex99-1.htm)

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8-K (Primary)

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0001581091

2026-05-08

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): May 8, 2026

RE/MAX

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-36101

80-0937145

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

5075

South Syracuse Street

Denver,

Colorado 80237

(Address of principal executive offices, including

Zip code)

(303)

770-5531

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class

A Common Stock $0.0001 par value per share

RMAX

New

York Stock Exchange

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial

Conditions. *

On May 8, 2026, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter

ended March 31, 2026. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Company is also disclosing that it may

use the remaxholdings.com, investors.remaxholdings.com, remax.com, remax.ca, mottomortgage.com, and wemlo.io websites as means of disclosing

material non-public information and for complying with its disclosure obligations under Regulation FD.

Item 9.01. Financial Statements and Exhibits. *

Exhibit No.

Description

99.1

Press release issued on May 8, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL)

* The information contained in Items 2.02 and 9.01 and Exhibit 99.1 of this Current Report on Form 8-K is being “furnished”

and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration

statement or other filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth

by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RE/MAX HOLDINGS, INC.

Date: May 8, 2026

By:

/s/ Karri Callahan

Karri Callahan

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614032d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

RE/MAX

HOLDINGS, INC.

REPORTS

FIRST QUARTER 2026 RESULTS

Total

First Quarter Revenue of $70.2 Million, Adjusted EBITDA of $15.6 Million

DENVER,

May 8, 2026

First

Quarter 2026 Highlights

(Compared

to first quarter 2025 unless otherwise noted)

§ Total

Revenue decreased 5.7% to $70.2 million

§ Revenue

excluding the Marketing Funds1 decreased 4.0% to $53.4 million, driven by a negative

organic revenue growth2 of 4.7% partially offset by growth from foreign currency

movements of 0.7%

§ Net

income (loss) attributable to RE/MAX Holdings, Inc. of ($9.7) million and income per

diluted share (GAAP EPS) of (0.48)

§ Adjusted

EBITDA3 decreased 19.3% to $15.6 million, Adjusted EBITDA margin3 of

22.2% and Adjusted earnings per diluted share (Adjusted EPS3) of $0.16

§ Total

agent count increased 2.1% to 149,192 agents

§ U.S.

and Canada combined agent count decreased 2.3% to 73,292 agents

Transaction

with The Real Brokerage Inc.

On April 26,

2026, RE/MAX Holdings, Inc. (the “Company” or “RE/MAX Holdings”) (NYSE: RMAX) entered into a definitive

Arrangement Agreement and Plan of Merger (the “Merger Agreement”) with The Real Brokerage Inc. ("Real"), under

which Real will acquire RE/MAX Holdings to create a leading technology-enabled global real estate platform named Real REMAX Group (the

“Merger”). Under the terms of the Merger Agreement, RE/MAX Holdings shareholders will have the right to elect to receive

5.154 shares of Real REMAX Group or $13.80 in cash for each RE/MAX Holdings share, subject to proration such that the aggregate

cash proceeds to RE/MAX Holdings shareholders in the transaction will be no less than $60 million and no greater than $80 million. Real

shareholders will receive 1 share of Real REMAX Group for each Real share.5 The transaction is expected to close in the second

half of 2026, subject to customary closing conditions, including stockholder approvals and regulatory approvals.

In light of the proposed merger, the

Company is not hosting a quarterly earnings call and does not expect to do so for future quarters. In addition, the Company does not

intend to provide quarterly or annual guidance while the transaction is pending.

For additional

information regarding the Merger, see the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2026.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 1 of 19

First Quarter 2026 Operating Results

Agent

Count

The

following table compares agent count as of March 31, 2026 and 2025:

As of March 31,

Change

2026

2025

U.S.

47,443

49,854

(2,411 )

(4.8 )

Canada

25,849

25,156

693

2.8

Subtotal

73,292

75,010

(1,718 )

(2.3 )

Outside the U.S. & Canada

75,900

71,116

4,784

6.7

Total

149,192

146,126

3,066

2.1

Revenue

RE/MAX

Holdings generated revenue of $70.2 million in the first quarter of 2026, a decrease of $4.2 million, or 5.7%, compared to $74.5 million

in the first quarter of 2025. Revenue excluding the Marketing Funds was $53.4 million in the first quarter of 2026, a decrease of $2.2

million, or 4.0%, versus the same period in 2025. The decrease in Revenue excluding the Marketing Funds was attributable to a decline

in organic revenue of 4.7%, partially offset by foreign currency movements of 0.7%. The decline in organic revenue was driven mainly

by modifications to the Company’s standard fee models, including the Aspire and Ascend programs and a decrease in U.S. agent count;

partially offset by an increase in Broker fees primarily from incentives related to modifications to the Company’s standard fee

models, including Aspire and Ascend.

Recurring

revenue streams, which consist of continuing franchise fees and annual dues, decreased $3.8 million, or 10.2%, compared to the first

quarter of 2025 and accounted for 62.5% of Revenue excluding the Marketing Funds in the first quarter of 2026 compared to 66.8% in the

prior-year period.

Operating

Expenses

Total

operating expenses were $78.1 million for the first quarter of 2026, an increase of $9.0 million, or 13.0%, compared to $69.1 million

in the first quarter of 2025. First quarter 2026 total operating expenses increased primarily due to Settlement charges, and an increase

in Selling, operating and administrative expenses, partially offset by a decrease in Marketing Funds expenses, and Depreciation and amortization

expenses.

Selling,

operating and administrative expenses were $46.8 million in the first quarter of 2026, an increase of $3.8 million, or 8.8%, compared

to the first quarter of 2025 and represented 87.7% of Revenue excluding the Marketing Funds, compared to 77.4% in the prior-year period.

First quarter 2026 Selling, operating and administrative expenses increased primarily due to an increase in transaction costs related

to the Merger, an increase in expenses from our annual REMAX agent convention, higher investments in technology, partially offset by

a decrease in personnel related expenses.

Net

Income (loss) and GAAP EPS

Net loss attributable

to RE/MAX Holdings was ($9.7) million for the first quarter of 2026 compared to net loss of ($2.0) million for the first quarter of 2025.

Reported basic and diluted GAAP earnings per share were ($0.48) each for the first quarter of 2026 compared to basic and diluted GAAP

earnings per share were ($0.10) each for the first quarter of 2025.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 2 of 19

Adjusted

EBITDA and Adjusted EPS

Adjusted

EBITDA was $15.6 million for the first quarter of 2026, a decrease of $3.7 million, or 19.3%, compared to the first quarter of 2025.

First quarter 2026 Adjusted EBITDA decreased due to lower revenue driven by modifications to the Company’s standard fee models,

including the Aspire and Ascend programs and a reduction in U.S. agent count, increases to events-related expenses, and investments in

technology; partially offset by certain lower personnel-related expenses. Adjusted EBITDA margin was 22.2% in the first quarter of 2026,

compared to 25.9% in the first quarter of 2025.

Adjusted

basic and diluted EPS were $0.16 each for the first quarter of 2026 compared to Adjusted basic and diluted EPS of $0.24 each for the

first quarter of 2025. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended March 31,

2026, assumes RE/MAX Holdings owned 100% of RMCO, LLC (“RMCO”). The weighted average ownership RE/MAX Holdings had in RMCO

was 62.0% for the quarter ended March 31, 2026.

Balance

Sheet

of March 31, 2026, the Company had cash and cash equivalents of $107.1 million, a decrease of $11.6 million from December 31,

2025. As of March 31, 2026, the Company had $436.0 million of outstanding debt, net of an unamortized debt discount and issuance

costs, compared to $436.8 million as of December 31, 2025.

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

March 31,

2026

2025

Revenue excluding the Marketing Funds:

Total revenue

$ 70,228

$ 74,467

Less: Marketing Funds fees

16,866

18,864

Revenue excluding the Marketing Funds

$ 53,362

$ 55,603

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.

4To

be adjusted to reflect 10-for-1 share consolidation of Real shares immediately prior to closing.

5Following

a 10-for-1 consolidation of Real’s shares.

# #

RE/MAX Holdings, Inc. – First Quarter 2026 Page 3 of 19

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 nearly 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.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 4 of 19

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 statements regarding the

proposed merger transaction and anticipated benefits of the Merger including the Company’s expectations of no longer providing

guidance or conducting quarterly earnings calls while the merger transaction is pending; 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 Marketing Studio (formerly known as “Marketing as a Service (MaaS)”) platform

and economic models and the impact thereof; our strengthened leadership team; the completion of the Merger and the expected timeline;

and the ability to satisfy all closing conditions, including the receipt of required approvals for the Merger. 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, (11) Real’s and RE/MAX Holdings’ ability

to consummate the Merger on the expected timeline or at all, (12) Real’s and RE/MAX Holdings’ ability to obtain the necessary

regulatory approvals in a timely manner and the risk that such approvals are not obtained or are obtained subject to conditions that

are not anticipated, (13) Real’s or RE/MAX Holdings’ ability to obtain approval of their shareholders, (14) the risk that

a condition of closing of the Merger may not be satisfied or that the closing of the Merger might otherwise not occur, (15) the occurrence

of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in

circumstances requiring Real or RE/MAX Holdings to pay a termination fee, (16) the diversion of management time on Merger-related issues;

risks related to disruption from the Merger, including disruption of management time from current plans and ongoing business operations

due to the Merger and integration matters, (17) the risk that the Merger and its announcement could have an adverse effect on Real’s

and RE/MAX Holdings’ ability to retain agents, franchisees and personnel or that there could be potential adverse reactions or

changes to business relationships resulting from the announcement or completion of the Merger, (18) unexpected costs, charges or expenses

resulting from the Merger, (19) potential litigation relating to the Merger that could be instituted against the parties to the merger

agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (20) the ability

of the combined company to achieve the synergies and other anticipated benefits expected from the Merger or such synergies and other

anticipated benefits taking longer to realize than anticipated, (21) the ability of the combined company to achieve the expected leverage

or such leverage taking longer to realize than anticipated, (22) Real’s ability to integrate RE/MAX Holdings promptly and effectively,

(23) anticipated tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects and business

and management strategies for the management, expansion and growth of the combined company’s operations, (24) certain restrictions

during the pendency of the Merger that may impact Real’s or RE/MAX Holdings’ ability to pursue certain business opportunities

or strategic transactions or otherwise operate their respective businesses, and (25) other risk factors detailed from time to time in

Real’s and RE/MAX Holdings’ reports filed with the SEC and Real’s reports filed with Canadian securities regulators,

including Real’s annual report on Form 40-F, current reports on Form 6-K and other documents filed with the SEC, and

RE/MAX Holdings’ annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other

documents filed with the SEC and Real’s audited annual financial statements and annual management’s discussion and analysis

for the financial year ended December 31, 2025 and Annual Information Form dated March 4, 2026 filed with Canadian securities

regulators, including documents that will be filed with the SEC and Canadian securities regulators in connection with the Merger.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 5 of 19

These

risks, as well as other risks associated with the Merger, will be more fully discussed in the proxy statement/prospectus that will be

included in the Registration Statement and the Real management information circular that will each be filed with the SEC and Canadian

securities regulators, as applicable, in connection with the Merger. While the list of factors presented here is, and the list of factors

to be presented in the Registration Statement will be, considered representative, no such list should be considered to be a complete

statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization

of forward-looking statements/forward-looking information. You should not place undue reliance on any of these forward-looking statements/forward-looking

information as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation,

Real’s or RE/MAX Holdings’ actual results of operations, financial condition and liquidity, and the development of new markets

or market segments in which Real or RE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking

statements/forward-looking information contained in this press release. Neither Real nor RE/MAX Holdings assumes any obligation to publicly

provide revisions or updates to any forward-looking statements/forward-looking information, whether as a result of new information, future

developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither

future distribution of this press release nor the continued availability of this press release in archive form on Real’s or RE/MAX

Holdings’ website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Important

Information and Where to Find It

connection with the Merger, Real and RE/MAX Holdings will file relevant materials with the SEC and Canadian securities regulators, as

applicable, including a management information circular of Real and a registration statement on Form S-4 (the “Registration

Statement”) that will include a proxy statement of RE/MAX Holdings and prospectus of Real REMAX Group. Real’s management

information circular will be mailed to securityholders of Real and the proxy statement/prospectus will be mailed to shareholders of each

of RE/MAX Holdings and Real, in each case seeking their respective approval of the Merger and other related matters. This press release

is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular or any other

document that Real or RE/MAX Holdings (as applicable) may file with the SEC and Canadian securities regulators, as applicable, in connection

with the Merger.

BEFORE

MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION

STATEMENT, THE REAL MANAGEMENT CIRCULAR, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED

WITH THE SEC AND CANADIAN SECURITIES REGULATORS, AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY

AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED

MATTERS.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 6 of 19

Investors

and security holders may obtain free copies of the Registration Statement, the Real management information circular and the proxy statement/prospectus

(when they become available), as well as other filings containing important information about Real or RE/MAX Holdings, without charge

at the SEC’s Internet website (http://www.sec.gov) and under Real’s profile on SEDAR+ at www.sedarplus.ca, as applicable.

Copies of the documents filed with the SEC and the Canadian securities regulators by Real will be available free of charge on Real’s

internet website at https://investors.onereal.com or by contacting Real’s investor relations contact at investors@therealbrokerage.com.

Copies of the documents filed with the SEC by RE/MAX Holdings will be available free of charge on RE/MAX Holdings’ internet website

at https://investors.remaxholdings.com or by contacting RE/MAX Holdings’ investor relations contact at investorrelations@remax.com.

The information included on, or accessible through, Real’s website or RE/MAX Holdings’ website is not incorporated by reference

into this press release or Real’s and RE/MAX Holdings’ respective filings with the SEC and Canadian securities regulators,

as applicable.

Participants

in the Solicitation

Real,

RE/MAX Holdings, their respective directors and certain of their respective executive officers may be deemed to be participants in the

solicitation of proxies in respect of the Merger. Information about the directors and executive officers of Real is set forth in its

management information circular for its 2026 annual meeting of shareholders, which was filed with the Canadian securities regulators

on April 24, 2026 (the “Real Annual Meeting Circular”) and in its Form 6-K, which was filed with the SEC on April 24,

2026. Please refer to the sections captioned “Election of Directors,” “Statement of Corporate Governance Practices,”

and “Compensation Discussion and Analysis” in the Real Annual Meeting Circular. To the extent holdings of such participants

in Real’s securities have changed since the amounts described in the Real Annual Meeting Circular, such changes have been reflected

on a Notice of Proposed Sale of Securities pursuant to Rule 144 under the U.S. Securities Act on Form 144 filed with the SEC

and in insider reports filed with the Canadian securities regulators on SEDI at wwww.sedi.ca. Information about the directors and executive

officers of RE/MAX Holdings is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the

SEC on April 3, 2025 (the “RE/MAX Holdings Annual Meeting Proxy Statement”) and in its Form 8-K, which was filed

with the SEC on May 20, 2025. Please refer to the sections captioned “Corporate Governance,” “Director Compensation,”

“Information about Executive Officers,” “Compensation Discussion and Analysis,” “Stock Ownership of Certain

Beneficial Owners and Management,” and “Certain Relationships and Related Party Transactions” in the RE/MAX Holdings

Annual Meeting Proxy Statement. To the extent holdings of such participants in RE/MAX Holdings’ securities have changed since the

amounts described in the RE/MAX Holdings Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial

Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude

under the tab “Ownership Disclosures.” These documents can be obtained free of charge from the sources indicated above. Additional

information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security

holdings or otherwise, will be contained in the Registration Statement, the Real management circular and the proxy statement/prospectus

and the other relevant materials filed with the SEC and Canadian securities regulators, as applicable, when they become available.

Offer or Solicitation

This

press release is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation

of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10

of the U.S. Securities Act and otherwise in accordance with applicable Canadian securities laws.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 7 of 19

Investor Contact:

Media Contact:

Joe Schwartz

Keri Henke

(303) 796-3693

(303) 796-3424

joe.schwartz@remax.com

khenke@remax.com

RE/MAX Holdings, Inc. – First Quarter 2026 Page 8 of 19

TABLE 1

RE/MAX

Holdings, Inc.

Consolidated

Statements of Income (Loss)

(In

thousands, except share and per share amounts)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Revenue:

Continuing franchise fees

$ 25,791

$ 29,351

Annual dues

7,558

7,789

Broker fees

12,611

11,431

Marketing Funds fees

16,866

18,864

Franchise sales and other revenue

7,402

7,032

Total revenue

70,228

74,467

Operating expenses:

Selling, operating and administrative expenses

46,811

43,028

Marketing Funds expenses

16,866

18,864

Depreciation and amortization

5,875

6,589

Settlement and impairment charges

8,500

619

Total operating expenses

78,052

69,100

Operating income (loss)

(7,824 )

5,367

Other expenses, net:

Interest expense

(7,158 )

(7,924 )

Interest income

874

908

Foreign currency transaction gains (losses)

283

Total other expenses, net

(6,268 )

(6,733 )

Income (loss) before provision for income taxes

(14,092 )

(1,366 )

Provision for income taxes

(1,617 )

(1,870 )

Net income (loss)

$ (15,709 )

$ (3,236 )

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

(5,968 )

(1,278 )

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

$ (9,741 )

$ (1,958 )

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

of Class A common stock

Basic

$ (0.48 )

$ (0.10 )

Diluted

$ (0.48 )

$ (0.10 )

Weighted average shares of Class A common stock outstanding

Basic

20,491,629

19,292,210

Diluted

20,491,629

19,292,210

RE/MAX Holdings, Inc. – First Quarter 2026 Page 9 of 19

TABLE 2

RE/MAX

Holdings, Inc.

Consolidated

Balance Sheets

(In

thousands, except share and per share amounts)

(Unaudited)

March 31,

December 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

$ 107,126

$ 118,736

Restricted cash

75,496

74,332

Accounts and notes receivable, net of allowances

28,241

26,944

Income taxes receivable

7,937

8,188

Other current assets

14,089

11,940

Total current assets

232,889

240,140

Property and equipment, net of accumulated depreciation

5,674

5,996

Operating lease right of use assets

11,749

12,608

Franchise agreements, net

63,235

67,080

Other intangible assets, net

11,543

10,774

Goodwill

238,854

239,572

Other assets, net of current portion

8,401

6,305

Total assets

$ 572,345

$ 582,475

Liabilities and stockholders' equity (deficit)

Current liabilities:

Accounts payable

$ 6,814

$ 3,986

Accrued liabilities

106,661

100,927

Income taxes payable

386

105

Deferred revenue

20,112

21,391

Debt

4,600

Payable pursuant to tax receivable agreements

219

1,542

Operating lease liabilities

9,451

9,217

Total current liabilities

148,243

141,768

Debt, net of current portion

431,362

432,151

Deferred tax liabilities

8,039

8,193

Deferred revenue, net of current portion

12,410

12,859

Operating lease liabilities, net of current portion

11,508

13,514

Other liabilities, net of current portion

2,441

2,978

Total liabilities

614,003

611,463

Commitments and contingencies

Stockholders' equity (deficit):

Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 21,232,815 and 20,095,180 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

—

Additional paid-in capital

582,658

578,429

Accumulated deficit

(135,915 )

(126,072 )

Accumulated other comprehensive income (deficit), net of tax

(598 )

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

446,147

452,413

Non-controlling interest

(487,805 )

(481,401 )

Total stockholders' equity (deficit)

(41,658 )

(28,988 )

Total liabilities and stockholders' equity (deficit)

$ 572,345

$ 582,475

RE/MAX Holdings, Inc. – First Quarter 2026 Page 10 of 19

TABLE 3

RE/MAX

Holdings, Inc.

Consolidated

Statements of Cash Flows

(In

thousands)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities:

Net income (loss)

$ (15,709 )

$ (3,236 )

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

Depreciation and amortization

5,875

6,589

Equity-based compensation expense

5,316

6,346

Bad debt expense

1,144

1,592

Deferred income tax expense (benefit)

(78 )

223

Fair value adjustments to contingent consideration

116

Settlement and impairment charges

8,500

619

Debt charges

234

212

Other, net

406

243

Changes in operating assets and liabilities

(7,599 )

(7,043 )

Net cash (used in) provided by operating activities

(1,844 )

5,661

Cash flows from investing activities:

Purchases of property, equipment and capitalization of software

(2,421 )

(1,691 )

Net cash used in investing activities

(2,421 )

(1,691 )

Cash flows from financing activities:

Payments on debt

(1,150 )

Dividends and dividend equivalents paid to Class A common stockholders

(103 )

(324 )

Payments related to tax withholding for share-based compensation

(3,563 )

(4,237 )

Payment of contingent consideration

(742 )

(791 )

Other financing

(36 )

(29 )

Net cash used in financing activities

(5,594 )

(6,531 )

Effect of exchange rate changes on cash

(587 )

180

Net decrease in cash, cash equivalents and restricted cash

(10,446 )

(2,381 )

Cash, cash equivalents and restricted cash, beginning of period

193,068

169,287

Cash, cash equivalents and restricted cash, end of period

$ 182,622

$ 166,906

RE/MAX Holdings, Inc. – First Quarter 2026 Page 11 of 19

TABLE 4

RE/MAX

Holdings, Inc.

Agent Count

(Unaudited)

March 31,

December 31,

September 30,

June 30,

March 31,

December 31,

September 30,

June 30,

March 31,

2026

2025

2024

Agent Count:

U.S.

Company-Owned

Regions

41,468

41,998

42,935

43,363

43,543

44,911

46,283

46,780

47,302

Independent

Regions

5,975

6,167

6,243

6,306

6,311

6,375

6,525

6,626

6,617

U.S.

Total

47,443

48,165

49,178

49,669

49,854

51,286

52,808

53,406

53,919

Canada

Company-Owned

Regions

20,780

19,803

20,045

20,060

20,227

20,311

20,515

20,347

20,151

Independent

Regions

5,069

5,009

4,975

4,906

4,929

4,860

4,878

4,846

4,885

Canada

Total

25,849

24,812

25,020

24,966

25,156

25,171

25,393

25,193

25,036

U.S.

and Canada Total

73,292

72,977

74,198

74,635

75,010

76,457

78,201

78,599

78,955

Outside U.S.

and Canada

Independent

Regions

75,900

75,683

73,349

72,438

71,116

70,170

67,282

64,943

64,332

Outside

U.S. and Canada Total

75,900

75,683

73,349

72,438

71,116

70,170

67,282

64,943

64,332

Total

149,192

148,660

147,547

147,073

146,126

146,627

145,483

143,542

143,287

RE/MAX Holdings, Inc. – First Quarter 2026 Page 12 of 19

TABLE 5

RE/MAX

Holdings, Inc.

Adjusted EBITDA

Reconciliation to Net Income (Loss)

(In

thousands, except percentages)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Net income (loss)

$ (15,709 )

$ (3,236 )

Depreciation and amortization

5,875

6,589

Interest expense

7,158

7,924

Interest income

(874 )

(908 )

Provision for income taxes

1,617

1,870

EBITDA

(1,933 )

12,239

Settlement and impairment charges (1)

8,500

619

Equity-based compensation expense

5,316

6,346

Merger transaction costs (2)

2,831

—

Fair value adjustments to contingent consideration (3)

116

Other adjustments (4)

776

(33 )

Adjusted EBITDA (5)

$ 15,557

$ 19,287

Adjusted EBITDA Margin (5)

22.2 %

25.9 %

(1) For the three months ended March 31,

2026, represents the settlement of an industry class-action lawsuit. During the three months

ended March 31, 2025, represents the settlement of an immaterial legal matter and an

impairment recognized on an office lease in Canada.

(2) Represents transaction-related expenses

incurred in connection with the pending Merger which primarily consist of legal, advisory,

and other professional service fees.

(3) Fair value adjustments to contingent consideration

include amounts recognized for changes in the estimated fair value of the contingent consideration

liabilities.

(4) Other adjustments are primarily losses

on disposal of assets for the three months ended March 31, 2026.

(5) Non-GAAP measure. See the end of this press

release for definitions of non-GAAP measures.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 13 of 19

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

March 31,

2026

2025

Net income (loss)

$ (15,709 )

$ (3,236 )

Amortization of acquired intangible assets

3,844

4,384

Provision for income taxes

1,617

1,870

Add-backs:

Settlement and impairment charges (1)

8,500

619

Equity-based compensation expense

5,316

6,346

Merger transaction costs (2)

2,831

—

Fair value adjustments to contingent consideration (3)

116

Other adjustments (4)

776

(33 )

Adjusted pre-tax net income

7,242

10,066

Less: Provision for income taxes at 25% (5)

(1,811 )

(2,517 )

Adjusted net income (6)

$ 5,431

$ 7,549

Total basic pro forma shares outstanding

33,051,229

31,851,810

Total diluted pro forma shares outstanding

33,051,229

31,851,810

Adjusted net income basic earnings per share (6)

$ 0.16

$ 0.24

Adjusted net income diluted earnings per share (6)

$ 0.16

$ 0.24

(1) For the three months ended March 31,

2026, represents the settlement of an industry class-action lawsuit. During the three months

ended March 31, 2025, represents the settlement of an immaterial legal matter and an

impairment recognized on an office lease in Canada.

(2) Represents transaction-related expenses

incurred in connection with the pending Merger which primarily consist of legal, advisory,

and other professional service fees.

(3) Fair value adjustments to contingent consideration

include amounts recognized for changes in the estimated fair value of the contingent consideration

liabilities.

(4) Other adjustments are primarily losses

on disposal of assets for the three months ended March 31, 2026.

(5) 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.

(6) Non-GAAP measure. See the end of this press

release for definitions of non-GAAP measures.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 14 of 19

TABLE 7

RE/MAX

Holdings, Inc.

Pro Forma Shares

Outstanding

(Unaudited)

Three Months Ended

March 31,

2026

2025

Total basic weighted average shares outstanding:

Weighted average shares of Class A common stock outstanding

20,491,629

19,292,210

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

33,051,229

31,851,810

Total diluted weighted average shares outstanding:

Weighted average shares of Class A common stock outstanding

20,491,629

19,292,210

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)

—

Total diluted pro forma weighted average shares outstanding

33,051,229

31,851,810

(1) In accordance

with the treasury stock method.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 15 of 19

TABLE 8

RE/MAX

Holdings, Inc.

Adjusted Free

Cash Flow & Unencumbered Cash

(Unaudited)

Three Months Ended

March 31,

2026

2025

Cash flow from operations

$ (1,844 )

$ 5,661

Less: Purchases of property, equipment and capitalization of software

(2,421 )

(1,691 )

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

(1,164 )

(5,131 )

Adjusted free cash flow (2)

(5,429 )

(1,161 )

Adjusted free cash flow (2)

(5,429 )

(1,161 )

Less: Tax/Other non-dividend distributions to RIHI

—

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

(5,429 )

(1,161 )

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

(5,429 )

(1,161 )

Less: Debt principal payments

(1,150 )

Unencumbered cash generated (2)

$ (6,579 )

$ (2,311 )

Summary

Cash flow from operations

$ (1,844 )

$ 5,661

Adjusted free cash flow (2)

$ (5,429 )

$ (1,161 )

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

$ (5,429 )

$ (1,161 )

Unencumbered cash generated (2)

$ (6,579 )

$ (2,311 )

Adjusted EBITDA (2)

$ 15,557

$ 19,287

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

(34.9 )%

(6.0 )%

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

(34.9 )%

(6.0 )%

Unencumbered cash generated as % of Adjusted EBITDA (2)

(42.3 )%

(12.0 )%

(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.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 16 of 19

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:

· these

measures do not reflect changes in, or cash requirements for, the Company’s working

capital needs;

· these

measures do not reflect the Company’s interest expense, or the cash requirements necessary

to service interest or principal payments on its debt;

· these

measures do not reflect the Company’s income tax expense or the cash requirements to

pay its taxes;

RE/MAX Holdings, Inc. – First Quarter 2026 Page 17 of 19

· these

measures do not reflect the cash requirements to pay dividends to stockholders of the Company’s

Class A common stock and tax and other cash distributions to its non-controlling unitholders;

· these

measures do not reflect the cash requirements pursuant to the tax receivable agreements;

· 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;

· although

equity-based compensation is a non-cash charge, the issuance of equity-based awards may have

a dilutive impact on earnings per share; and

· other

companies may calculate these measures differently so similarly named measures may not be

comparable.

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:

· facilitate

comparisons with other companies that do not have a low effective tax rate driven by a non-controlling

interest on a pass-through entity;

· facilitate

period over period comparisons because they eliminate the effect of changes in Net income

attributable to RE/MAX Holdings, Inc. driven by increases in its ownership of RMCO,

LLC, which are unrelated to the Company’s operating performance; and

RE/MAX Holdings, Inc. – First Quarter 2026 Page 18 of 19

· eliminate

primarily non-cash and other items that management does not consider to be useful in assessing

the Company’s operating performance.

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.

RE/MAX Holdings, Inc. – First Quarter 2026 Page 19 of 19

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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