FT Markets Data
Re/Max Holdings Inc

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)

  • Total Revenue decreased 1.8% to $71.1 million
  • Revenue excluding the Marketing Funds1 decreased 0.4% to $53.6 million, driven by a negative 0.4% organic revenue growth2 and flat foreign currency movements
  • Net income attributable to RE/MAX Holdings, Inc. of $1.4 million and income per diluted share (GAAP EPS) of $0.07
  • Adjusted EBITDA3 decreased 4.0% to $22.4 million, Adjusted EBITDA margin3 of 31.5% and Adjusted earnings per diluted share (Adjusted EPS3) of $0.30
  • Total agent count increased 1.4% to 148,660 agents
  • U.S. and Canada combined agent count decreased 4.6% to 72,977 agents

Full-Year 2025 Highlights
 (Compared to full year 2024 unless otherwise noted)

  • Total Revenue decreased 5.2% to $291.6 million
  • Revenue excluding the Marketing Funds1 decreased 4.3% to $218.8 million, driven by negative 3.9% organic growth2 and adverse foreign currency movements of 0.4%
  • Net income attributable to RE/MAX Holdings, Inc. of $8.2 million and earnings per diluted share (GAAP EPS) of $0.40
  • Adjusted EBITDA3 decreased 4.1% to $93.7 million, Adjusted EBITDA margin3 of 32.1% and Adjusted earnings per diluted share (Adjusted EPS3) of $1.30

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:

  • Agent count to increase 1.50% to 2.50% over first quarter 2025;
  • Revenue in a range of $69.0 million to $74.0 million (including revenue from the Marketing Funds in a range of $16.0 million to $18.0 million); and
  • Adjusted EBITDA in a range of $14.0 million to $17.0 million.

For the full year 2026, the Company now expects:

  • Agent count in a range from 1.50% to positive 3.50% over full year 2025
  • Revenue in a range of $285.0 million to $305.0 million (including revenue from the Marketing Funds in a range of $66.0 million to $70.0 million), and
  • Adjusted EBITDA in a range of $90.0 million to $100.0 million.

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, 


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, 


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



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



2



2

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



54



(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)



(4,600)



(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)



1



—

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


2025


2025


2025


2024


2024


2024


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, 


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)



75



(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, 


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)



75



(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


$

1.32

Adjusted net income diluted earnings per share (7)


$

0.30


$

0.30


$

1.30


$

1.30



(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)

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, 


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


12,559,600


12,559,600


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


12,559,600


12,559,600


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)



(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:

  • 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;
  • 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.

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:

  • 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
  • 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.

 

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SOURCE RE/MAX Holdings, Inc.