RMAX

EX-99.1

2 tm2614032d1_ex99-1.htm

EXHIBIT 99.1

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 2026Page 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

N

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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): February 19, 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 ¨

If 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 February 19, 2026, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2025. 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 February 19, 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: February 19, 2026 By: /s/ Karri Callahan

Karri Callahan

Chief Financial Officer

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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): October 30, 2025

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 ¨

If 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 October 30, 2025, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. 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 October 30, 2025

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: October 30, 2025 By: /s/ Karri Callahan

Karri Callahan

Chief Financial Officer