RE/MAX Holdings, Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number 001-36101
RE/MAX Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
80-0937145
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
5075 South Syracuse Street
Denver, Colorado
 
80237
(Address of principal executive offices)
 
(Zip code)
Registrants’ telephone number, including area code: (303) 770-5531
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
RMAX
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐    No  ☒  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  ☐    No  ☒  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒    No  ☐  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer   ☐
Accelerated Filer   ☒
Non-Accelerated Filer   ☐
Smaller Reporting Company ☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an 
error to previously issued financial statements.   ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐      No   ☒  
The aggregate market value of the registrant’s common stock held by non-affiliates based on the closing price on June 30, 2025, as reported on the New York Stock Exchange, was
approximately $160.9 million. Shares of common stock held by each executive officer and director have been excluded since those persons may under certain circumstances be deemed to
be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
On January 31, 2026, there were 20,142,454 outstanding shares of the registrant’s Class A common stock (including unvested restricted stock), $0.0001 par value per share, and 1
outstanding share of Class B common stock, $0.0001 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated into Part III of this Annual Report on Form 10-K where indicated. Such proxy
statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2025.
Auditor Name: Ernst & Young LLP
Auditor Location: Denver, Colorado
Auditor Firm ID: 42

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2
RE/MAX HOLDINGS, INC.
2025 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
  ​ ​ ​
4 
ITEM 1. BUSINESS
4
ITEM 1A. RISK FACTORS
14
ITEM 1B. UNRESOLVED STAFF COMMENTS
27
ITEM 1C. CYBERSECURITY
27
ITEM 2. PROPERTIES
28
ITEM 3. LEGAL PROCEEDINGS
28
ITEM 4. MINE SAFETY DISCLOSURES
28
PART II
28
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
28
ITEM 6. RESERVED
29
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
30
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
45
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
47
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
85
ITEM 9A. CONTROLS AND PROCEDURES
85
ITEM 9B. OTHER INFORMATION
86
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
86
PART III
86
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
86
ITEM 11. EXECUTIVE COMPENSATION
86
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
86
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
87
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
87
PART IV
87
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
87
ITEM 16. FORM 10-K SUMMARY
87

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3
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties. Forward-
looking statements give our current expectations and projections relating to our financial condition, results of operations, plans,
objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate
strictly to historical or current facts. These 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:
●
our expectations regarding consumer trends in residential real estate transactions;
●
our expectations regarding overall economic and demographic trends, including the health of the United States
(“U.S.”) and Canadian residential real estate markets, and how they affect our performance;
●
our strategies for growing our organic revenue and the RE/MAX and Motto Mortgage brands in particular, including (a)
increasing RE/MAX agent count, increasing the number of closed transaction sides and transaction sides per RE/MAX 
agent; (b) increasing the number of open Motto Mortgage offices; and (c) diversifying and broadening our revenue and 
growth opportunities;  
●
the anticipated benefits of our technology initiatives, accelerated efforts in artificial intelligence (“AI”) and other
technological innovations and offerings;
●
the continued strength of our brands both in the U.S. and Canada and in the rest of the world;
●
the pursuit of future acquisitions and the anticipated benefits of past acquisitions, including the future performance of
businesses we have acquired;
●
return of capital, including our stock buyback program and dividends;
●
our future financial performance including our ability to appropriately forecast;
●
the effects of laws applying to our business and our future compliance with laws;
●
our ability to retain our senior management and other key employees;
●
other plans and objectives for future operations, growth, initiatives, acquisitions or strategies;
●
our ability to effectively implement and account for changes in tax laws; and
●
the anticipated outcome of the industry class-action lawsuits, including any risks or uncertainties with regard to any
settlements, any favorable or unfavorable judgements and any implications to our industry.
These and other forward-looking statements are subject to risks and uncertainties that may cause actual results to differ
materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and
forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we
caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could
affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or
cautionary statements, are disclosed in “Item 1A.—Risk Factors” and in “Item 7.—Management’s Discussion and Analysis of
Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In
addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially
realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking
statements included in this Annual Report on Form 10-K are made only as of the date of this report. We undertake no obligation
to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as
required by law.

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4
PART I
ITEM 1. BUSINESS
Overview
We are one of the world’s leading franchisors in the real estate industry. We franchise real estate brokerages worldwide under
the RE/MAX® brand (“REMAX”) and mortgage brokerages in the United States under the Motto® Mortgage brand (“Motto”). We
also provide ancillary products and services to our franchise networks, including marketing services, technology platforms, and
mortgage loan processing services to our Motto network and other third parties through our wemlo® brand.
REMAX and Motto are 100% franchised. We do not own or operate brokerage offices. Instead, we provide franchisees with the
right to use our brands, technology offerings, and value proposition while franchisees fund and manage their own operations.
As a result, we maintain a low fixed-cost structure and generate revenue primarily from recurring fee-based sources, producing
strong margins and cash flow.
We focus on operational efficiency, innovation, and delivering a high-quality experience for franchisees, agents, loan 
originators, and consumers. Our scale enables us to invest in education, technology, and marketing initiatives, that strengthen 
our brands and enhance competitive advantages. We are committed to delivering the best experience in everything real estate.  
Our History
REMAX was founded in 1973 with an innovative, entrepreneurial culture grounded in a differentiated economic structure
affording our franchisees and their agents the flexibility to operate their businesses with great independence. In the early years
of our expansion in the U.S. and Canada, we accelerated the brand’s growth by selling regional franchise rights to independent
owners for certain geographic regions, a practice we still employ in countries outside of the U.S. and Canada. The REMAX
global franchise network now has a presence in over 120 countries and territories, resulting in a global footprint that is
unmatched by any other real estate brand. On June 25, 2013, RE/MAX Holdings, Inc. (“Holdings” or the “Company”) was
formed as a Delaware corporation. On October 7, 2013, we completed an initial public offering of our Class A common stock,
which trades on the New York Stock Exchange under the symbol “RMAX”. In October 2016, we launched Motto, the first
national mortgage brokerage franchise brand in the U.S. In September 2020, we acquired wemlo, an innovative fintech
company that provides third-party mortgage loan processing services.
Our Brands
REMAX. REMAX is the #1 name in real estate, according to the MMR Strategy Group study of unaided brand awareness. Our
strategy is to capitalize on this strong market position by selling franchises and helping our franchisees recruit and retain
trustworthy and highly productive agents. The REMAX brand is built on the strength of our global, entrepreneurial franchise
network and our agent-centric economic models that help to attract, develop and retain among the industry’s most trusted,
productive and professional agents by offering flexible economic options that empower agents to retain a larger portion of their
commissions. Some REMAX affiliates may also sell luxury real estate under the RE/MAX Collection® brand and commercial
real estate under the RE/MAX Commercial® brand. Over 50 years, our unique agent‑centric approach, has empowered millions
of home buyers and sellers to achieve their goal; since 2020 alone, REMAX agents have been a part of over 10 million
transactions, creating several competitive advantages along the way:
●
Most trusted agents. REMAX agents continue to be recognized by consumers as the most trusted choice. REMAX
agents have been voted the #1 most trusted real estate agents in the U.S. and Canada year after year (1) as
confirmed by the 2025 BrandSpark® Most Trusted Awards, a consumer-voted awards program that considers the
responses of thousands of individuals.
●
Leading brand awareness. The REMAX brand has the highest level of unaided brand awareness in residential real
estate in the U.S. and Canada according to a consumer study conducted by MMR Strategy Group. Our iconic red,
white and blue REMAX hot air balloon is one of the most recognized real estate logos in the world. In 2025, we
introduced refreshed branding including an updated dynamic logo and hot air balloon design optimized for digital
platforms.

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●
Leading agent productivity. REMAX agents, on average, are substantially more productive than the industry
average. REMAX agents have consistently outsold competing agents at large U.S. brokerages on average more than
two-to-one over the last fourteen years based on data in the RealTrends Verified Best Brokerage rankings. In a survey
of more than 1,256 participating large U.S. brokerages based on 2024 production, REMAX agents averaged 11.9
transaction sides, more than double the average of other agents (2).
●
Leading global market share. Nobody in the world sells more real estate than REMAX, as measured by residential
transaction sides.
●
Leading global presence. We have a growing global presence, as our agent count outside the U.S. and Canada
continues to increase. Today, the REMAX brand has over 145,000 agents in over 8,500 offices and a presence in over
120 countries and territories—a global footprint bigger than any other real estate brokerage brand.
(1) In the U.S., REMAX was voted most trusted Real Estate Agency brand by American shoppers based on the BrandSpark®
American Trust Study, for 2019 and for the years 2022 through 2025. In Canada, REMAX was voted most trusted Real
Estate Agency brand by Canadian Shoppers based on the BrandSpark® Canadian Trust Study, for 2017, 2019 and for the
years 2021 through 2025.
(2) Transaction sides per agent calculated by REMAX based on 2025 RealTrends Verified Best Brokerages data, citing 2024
transaction sides for the 1,256 participating U.S. brokerages that closed 500 transaction sides, excluding 43 who did not
report or publish active licensees. REMAX average: 11.9. Competitors: 5.3
Motto. The Motto franchise model offers U.S. real estate brokers, real estate professionals, mortgage professionals and other 
investors access to the mortgage brokerage industry. Motto is highly complementary to our REMAX real estate business and is 
designed to improve the profitability of real estate brokerages and professionals by providing diversified revenue and income 
streams. Residential real estate brokerage owners and teams who own and operate a Motto franchise offer potential 
homebuyers an opportunity to find both real estate agents and independent Motto loan originators at offices near each other. 
Motto loan originators offer homebuyers with competitive financing choices by providing access to a variety of quality loan 
options from multiple leading wholesale lenders. Motto provides powerful technology, including the proprietary Loan Brokering 
System (“LBS”) through wemlo, which has been specifically designed and tailored to loan originators operating in the mortgage 
brokerage channel.  The LBS and other technology offerings are designed to simplify the mortgage process and help 
franchisees and loan originators comply with complex mortgage regulations. Motto franchisees are independently owned 
mortgage brokerage businesses and do not operate as lenders or mortgage bankers. As the franchisor of the Motto brand and 
network, we do not originate, fund, or service mortgage loans and are not a lender, mortgage banker, or mortgage broker.
wemlo. wemlo is a cloud-based fintech platform designed to improve efficiency and scalability within the mortgage brokerage
channel. By integrating third-party loan processing services with the Loan Broker System (“LBS”), the platform standardizes
workflows, automates administrative tasks, and enhances visibility across the loan lifecycle. LBS serves as the system of
record for the Motto franchise network and supports consistent, high-quality processing through structured, technology-enabled
workflow management.
Our Industries
Approximately 93% of our total revenue is generated in the U.S. and Canada. Approximately 91% of our Real Estate segment
revenue is derived from franchising operations in the U.S. and Canada, and 100% of our Mortgage segment revenues are
generated in the U.S. Accordingly, macro-economic developments in the U.S. and Canadian real estate and mortgage markets
significantly influence our business. These factors include interest rates, inflation, housing supply and demand dynamics and
consumer confidence. In 2022, interest rates began to rise, contributing to a decline in residential real estate and mortgage
transaction activity in the U.S. and Canada and the housing market conditions have remained challenging. The residential real
estate market in the U.S. and Canada is cyclical. Despite this cyclicality, these markets remain significant in scale with
approximately $2.0 trillion and $0.3 trillion, respectively, based on 2025 sales volume data and median price data from the
National Association of Realtors (“NAR”), the U.S. Census Bureau and the Canadian Real Estate Association (“CREA”).
Real estate agents are central to the residential real estate transaction, with 91% of all U.S. home sellers and 88% of U.S.
homebuyers being represented by a real estate agent in 2025, according to NAR data. These figures have climbed over the last
two decades—a period during which technology has materially changed the typical home-buying or selling transaction. We
expect that advancements in technology, including with respect to artificial intelligence (“AI”) will continue.

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Competition for highly productive agents and listings remains intense. The industry continues to attract new entrants employing
alternative business models, technology-enabled platforms, and consolidation strategies, which has increased competitive
pressure for talent, transaction volume, and market share.
The mortgage brokerage industry also generally benefits from periods of increasing home sales activity and rising home prices,
as this can result in increased purchase-money mortgage originations and from periods when homeowners refinance to take
advantage of lower interest rates. The mortgage brokerage industry is usually adversely impacted in periods of decreasing
home sales activity, as this results in fewer purchase-money mortgage originations, and periods of high interest rates, making
homeowners less likely to refinance.
Our Franchising Model and Offerings
The REMAX Franchise Offering. REMAX is a 100% franchised business, with all REMAX branded brokerage office locations
being operated by franchisees. We franchise directly in the U.S. and Canada, in what we call “Company-Owned Regions.”
Franchisees (or broker-owners), in turn, enter independent contractor relationships with real estate agents who represent real
estate buyers and sellers. In general, franchisees do not receive an exclusive territory in the U.S. except under certain limited
circumstances.
In the early years of our expansion in the U.S. and Canada, we sold regional franchise rights to independent owners for certain
geographic territories, referred to as “Independent Regions”, under agreements granting those regions the exclusive right to sell
franchises within their territories. Over time, we have implemented a strategy to reacquire those regional franchise rights in the
U.S. and Canada. Our remaining Independent Regions cover nine states, portions of one additional state, and the province of
Quebec.
We believe the traditional agent-assisted business model, especially when supported by trusted, professional, and highly
productive agents, compares favorably to alternative models in the residential real estate industry. We believe full-service
brokerages are best suited to address many of the key characteristics of real estate transactions, including:
(i)
the complexity and large monetary value involved in home sale transactions,
(ii)
the infrequency of home sale transactions,
(iii)
the emotional stress associated with purchasing or selling a home,
(iv)
the high price variability in the home market,
(v)
the intimate local knowledge necessary to advise clients in a fiduciary capacity in general and as it relates to unique
neighborhood characteristics,
(vi)
the unique nature of each home, and
(vii)
the consumer’s need for a high degree of personalized advice and support considering these factors.
Our model maximizes REMAX agents’ productivity by providing the following combination of benefits to our franchisees and
agents:
●
Affiliation with the Leading Brand in Residential Real Estate. A global footprint unmatched by any of our competitors.
We have presence in more than 120 countries and territories – and leading unaided brand awareness in the U.S. and
Canada, according to a consumer study by MMR Strategy Group. We support brand recognition through coordinated
marketing and advertising initiatives complemented by the localized marketing efforts of our franchisees’ and agents’.
●
Entrepreneurial, High-Performance Culture. Our brand and the economics of our model attract driven, professional,
entrepreneurially minded franchisees, and we allow them autonomy to run their businesses independently, including
the freedom to negotiate commission rates and splits and oversee local advertising aligned with REMAX brand
standards. Our voice of customer program enables us to gain valuable insights into our customers' entrepreneurial
needs, allowing us to refine our offerings and deliver more effective support tailored to those needs. We leverage the
scale of our network to negotiate beneficial pricing and favorable partnerships that benefit our franchisees.
●
High Agent Commission Split and Low Franchise Fees. We continue to recommend to our franchisees an agent-
favorable commission split of 95%/5%, in exchange for the agent paying fixed fees to share the overhead and other
costs of the brokerage. However, during 2025, we introduced three new optional economic models, AspireSM,
AscendSM, and AppreciateSM, for REMAX franchisees in the U.S. Company-Owned Regions. These programs are
intended to support franchise growth by providing greater flexibility and an attractive, competitive fee structure for
recruits and existing agents, in a changing market environment. The Aspire program was

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created leveraging feedback from our voice of customer program to support recruiting efforts by assisting in
onboarding and sharing a portion of the economic risk associated with newer agents. The Ascend program provides a
reduction in monthly fixed fees, introduces a cap on Broker Fees, and aligns variable fees with agent productivity
based on closed sales and commissions. The Appreciate program provides a tailored model for agents transitioning
toward retirement, enabling them to maintain affiliation with REMAX at an affordable rate. As these programs are
adopted, we expect improved recruitment and retention outcomes.
●
Technology and Marketing Tools. We believe we offer competitive technology and have accelerated efforts in artificial
intelligence (“AI”) and other technological innovations and offerings. We provide agent and consumer-facing
technology via the BoldTrail platform, which integrates a suite of digital products that empower high-producing agents,
teams and brokers to proactively establish, manage and grow client relationships. With Customer Relationship
Management (“CRM”) at the core of this ecosystem, the technology platform also utilizes lead cultivation tools and
incorporates digital marketing products and competitive market analyses to streamline an agent’s business. The
BoldTrail platform also now offers an agent level email-integrated, AI productivity tool (“Folio”), advanced recruiting,
retention and productivity coaching to support franchisee growth (“Recruit”) and a comprehensive end-to-end back-
office solution (“Backoffice”). The BoldTrail platform also integrates key partnerships that are widely adopted across
the industry and empowers users with enhanced insights and real-time transaction level data. We are also continuing
to invest in our flagship websites, remax.com, remax.ca, and mottomortgage.com. We believe that these investments
in our digital assets, including personalized content and AI capabilities, can improve the consumer experience with our
brands and increase the productivity of our agents, while at the same time diversifying our revenue streams.
In a continued effort to enhance our value proposition, in 2025, we launched Marketing as a Service (“MaaS”), a data-
driven platform designed to help brand affiliates across the U.S. and Canada market listings, engage with clients and
drive business growth. MaaS is an AI-enabled system that enables affiliates including brokers, owners, agents and
teams to launch marketing campaigns with greater efficiency. The platform includes automated listing packages, AI
generated marketing videos, to customizable ad programs and real-time analytics consolidating various marketing
tools into a single platform. We plan to launch MaaS in international markets outside of the U.S. and Canada in 2026,
where we see sufficient customer demand and market opportunity.
●
RE/MAX University® Educational Programs. We partner with several industry leaders to provide tools designed to
support the success of new and existing agents as well as teams of REMAX professionals. Additionally, our REMAX
University platform is a proprietary learning hub designed to help each agent increase their professional expertise.
Built on an AI-enabled platform, REMAX University offers affiliates a modern, simplified experience as they access
relevant educational resources via desktop or mobile devices. Prior to opening an office in the U.S. or Canada, a
franchisee or principal owner is required to attend an educational program at our global headquarters or virtually.
●
REMAX Marketing and Promotion. We believe the widespread recognition of the REMAX brand and our iconic red, 
white and blue REMAX hot air balloon logo and property signs is a key aspect of our value proposition to agents and 
franchisees. In 2025, we introduced refreshed, digital-first branding including an updated dynamic logo and hot air 
balloon design optimized for digital platforms, to help agents win more listings in a digital-centric market, and enhance 
our brand consistency and visibility across digital platforms. A variety of advertising, marketing and promotional 
programs on a global, national and local level build our brand and generate leads for REMAX agents, including 
leading websites such as remax.com and remax.ca and advertising campaigns across various mediums.  We provide 
validated and qualified leads to agents, through programs such as our Lead Concierge Program, which connects 
consumers with agents and converts leads into transactions. Event-based marketing programs, sponsorships, 
sporting activities and other similar functions also promote our brand. We see a great opportunity to further strengthen 
brand recognition. Our comprehensive strategy supports franchisees and agents in strengthening our brand, driving 
awareness, creating lead generation opportunities including referrals, and ultimately fostering loyalty and 
engagement. Our franchisees and their agents fund nearly all the advertising, marketing and promotion supporting the 
REMAX brand, which, in the U.S. and Canada, occurs primarily on two levels:
●
Marketing Funds. Funds are collected from franchisees by our Marketing Funds entities primarily in
Company-Owned Regions to support marketing campaigns to build brand awareness and to fund certain
consumer facing technology initiatives, such as BoldTrail. The use of the dollars in the Marketing Funds is
governed by the terms of our franchise agreements. Independent Regions may contribute to

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8
creative and/or media campaigns or technology initiatives to achieve economies of scale but are generally
responsible for regional advertising in their respective areas.
●
Franchisee and Agent Sponsored Local Campaigns. Our franchisees and their agents engage in extensive
promotional efforts within their local markets to attract customers and drive agent and brand awareness
locally. These programs are subject to our brand standards for use of the REMAX brand, while allowing our
franchisees and their agents substantial flexibility to create advertising, marketing and promotion programs
that are tailored to local market conditions.
The Motto Franchise Offering. We believe mortgage brokers and their affiliated loan originators provide choice and a valuable
“concierge” service for consumers. Mortgage brokers are familiar with the latest loan programs, products and choices available
through various wholesale lenders. A professional mortgage broker and their affiliated loan originators can introduce consumers
to loan programs from several lenders, providing choice and information that consumers may be unlikely to locate on their own.
In 2025, approximately 20% of mortgage originations were handled by mortgage brokerages (1). We believe there is long-term
potential for the mortgage brokerage channel to continue to increase market share.
Motto is the first and only national mortgage brokerage franchise brand in the U.S. We are a mortgage brokerage franchisor, not
a lender, banker or mortgage brokerage. Our franchisees operate as independent brokers, not lenders or bankers, and so
neither we nor our franchisees fund or service any loans. As a franchisor, we help our Motto franchisees establish independent
mortgage brokerage companies, with a model designed to comply with complex regulations, essentially providing a "mortgage
brokerage in a box". This model not only creates an ancillary business opportunity for current real estate brokerage firms and
professionals but also offers opportunities for mortgage professionals seeking to open their own businesses and other
independent investors interested in providing home financing services. The Motto model offers value to our franchisees by
offering:
●
Setup Guidance. We guide owners through every step of the setup process.
●
Compliance, Education, and Support. We provide robust compliance support, including comprehensive training to our
franchisees to enhance the professional expertise of our loan originators. To help each franchise owner, we provide
support structures that allow them to spend their time getting more business.
●
Access to Multiple Lenders. Motto franchisees work with a prequalified and verified group of wholesale lenders to
streamline the shopping process and to provide customers with competitive choices.
●
Technology. We have seamlessly integrated industry leading systems into one time-saving technological ecosystem
including intuitive mortgage origination, LBS, CRM and marketing platforms.
●
Loan Processing. Through our wemlo brand, we offer Motto franchisees, as well as mortgage brokers across the
brokerage industry, a customer-centric team of processors who are diligently recruited, accompanied by experienced
managers who help facilitate a seamless clear-to-close experience utilizing our technology systems mentioned above.
We provide ongoing training and educational opportunities for our processors to ensure that they stay current on
recent industry trends.
●
Franchising Expertise. As a member of a family of brands with over 50 years of franchising experience, we provide
best practices to franchisees.
Our mortgage brokerage franchisor, Motto Franchising, LLC, offers seven-year agreements with franchisees. Motto sells
franchises directly throughout the U.S. as there are no regional franchise rights in the Motto system. Our customers are both
REMAX and non-REMAX real estate brokers, real estate professionals, independent mortgage professionals and other
investors seeking access to the mortgage brokerage industry.
(1) Source: Inside Mortgage Finance. Copyright 2026
Our Competition
REMAX. The residential real estate brokerage industry is fragmented and highly competitive. We compete against many
different types of competitors including traditional real estate brokerages and non-traditional real estate brokerages, including
some that offer deeply discounted commissions to consumers and others which operate virtually without brick-and-mortar
brokerage offices. We compete for franchisees, agents, and consumers across these segments.

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9
Many brokerages are independent, with the best-known independent brokerages being regional players. At the individual office 
level, our most formidable competition is a local, independent brokerage. Brokerages affiliated with franchises tend to be larger, 
on average, than independents and are part of a national network. Our largest national competitors in the U.S. and Canada 
include the six brands recently acquired by Compass International Holdings from Anywhere Real Estate Inc. (Century 21, 
Coldwell Banker, ERA, Sotheby’s, Corcoran and Better Homes and Gardens), Berkshire Hathaway Home Services, eXp Realty, 
Keller Williams Realty, Inc., and Royal LePage (in Canada).  Our franchisees also compete to attract and retain agents against 
real estate franchisors that offer 100% commissions and low fees to agents at firms like HomeSmart and Realty ONE Group. 
National brokerage models operate both with and without a physical footprint, including cloud-based brands eXp Realty, the 
REAL Brokerage, LPT Realty and Fathom Realty which have gained significant market share in recent years as competition for 
individual agents and teams has continued to intensify. 
A trend toward large-scale and small-scale mergers and acquisitions among independent and national brokerages, franchisees
and franchisors in the industry is ongoing. The resulting consolidation of brokerages and brokerage brands can increase the
market share of the acquiring companies along with the resources they have to pursue strategies to outperform their
competitors.
Motto. The mortgage brokerage business in which Motto franchisees participate is highly competitive and competition for
talented loan originators and loan processors is often intense. Wholesale lenders may provide similar services to those offered
within the Motto system. There are no other national mortgage brokerage franchises in the United States. However, in 2022, a
new regional mortgage brokerage franchise brand began operations. The mortgage origination business is characterized by a
variety of business models. While real estate brokerage owners are our core market for the purchase of Motto franchises, such
owners may form independent, non-franchised mortgage brokerages, mortgage bankers or correspondent lenders. They may
enter joint ventures with mortgage lenders, brokers or bankers for mortgage originations, and they may elect not to enter the
mortgage origination business themselves but instead earn revenue from providing marketing and other services to mortgage
lenders, brokers or bankers.
Our Value Creation and Growth Strategy
As a franchisor, we generate favorable margins and meaningful cash flow that facilitate our value creation and growth strategy,
and when appropriate and feasible, returning capital to our stockholders. As a leading franchisor in the residential real estate
industry in the U.S., Canada and globally, as well as a leading franchisor in the residential mortgage industry in the U.S., we
create shareholder value by:
a)
strengthening and enhancing our existing business and value proposition primarily by growing and monetizing our
REMAX network of over 8,500 offices and over 145,000 agents, our Motto network of over 150 open offices and our
digital assets;
b)
developing new products and services by leveraging and enhancing existing assets, which may include, monetizing
transactions, franchisees, agents and loan originators and providing ancillary services. Our growth strategy
increasingly emphasizes diversification beyond traditional franchise fees. In 2025, we launched MaaS, an AI-enabled
platform that integrates marketing tools into a unified platform offering automated listing packages, real-time analytics,
and customizable marketing campaigns designed to improve efficiency and effectiveness. We have also advanced
monetization opportunities through our REMAX Media Network (“RMN”), which includes advertising, media and
sponsorship sales through our flagship websites as well as the continued expansion of our Lead Concierge Program
and other digital monetization initiatives; and
c)
exploring and executing large scale opportunities that enhance our value proposition via additional business models,
market segments and real estate verticals as well as re-acquiring regional REMAX franchise rights in Independent
Regions in the U.S. and Canada.
Segment Revenue and Profit
As a franchisor, we maintain a low fixed-cost structure. Our stable, asset-light, fee-based model derives a majority of our
revenue from recurring fees paid by our REMAX and Motto franchisees, REMAX Independent Region franchise owners and
REMAX agents. This combination contributes strong margins and consistent cash flow. We have three reportable segments:
Real Estate, Mortgage and Marketing Funds.
Real Estate comprises our real estate brokerage franchising operations under the REMAX brand name and corporate-wide
shared services expenses. Mortgage is comprised of our mortgage brokerage franchising operations under the Motto brand
and mortgage loan processing software and services under the wemlo brand. Marketing Funds represents our marketing
campaigns designed to build and maintain brand awareness for both of our franchise brands and the costs

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of agent marketing technology such as BoldTrail. Other Revenue contains all other operations which are quantitatively
insignificant.
Historically most of our revenue is recurring in nature and driven by the number of agents in the REMAX network and the
number of open offices in the Motto network. Our recurring revenue streams include continuing franchise fees, which are fixed
contractual fees paid monthly (a) by regional franchise owners in Independent Regions or franchisees in Company-Owned
Regions based on the number of REMAX agents in the respective franchised region or office or (b) by Motto franchisees based
on the number of open offices, and annual dues, which are paid annually by REMAX agents. For the years ended December
31, 2025, 2024 and 2023, these recurring revenue streams accounted for 65.5%, 67.4% and 66.7% of our revenue excluding
the Marketing Funds, respectively. Broker fees are a variable revenue stream and represent a percentage, generally 1%, of the
real estate commissions paid by customers when a REMAX agent buys or sells a home. For the years ended December 31,
2025, 2024 and 2023, Broker fees accounted for 24.5%, 22.7% and 21.1% of our revenue excluding the Marketing Funds,
respectively.
The remainder of our revenue is derived from franchise sales and renewals, event-based revenue, mortgage loan processing
revenue, preferred marketing arrangements, digital advertising revenue, and revenue from our MaaS platform. We evaluate the
operating results of our segments based on revenue and adjusted earnings before interest, the provision for income taxes,
depreciation and amortization and other non-cash and non-recurring cash charges or other items (“Adjusted EBITDA”). See
Note 15, Segment Information, included in “Part II, Item 8.—Financial Statements and Supplementary Data” of this Annual
Report on Form 10-K for further disclosures about segments and descriptions of Adjusted EBITDA.
Real Estate. The amount of revenue recognized varies significantly depending on whether REMAX affiliates are in Company-
Owned Regions in the U.S. and Canada, Independent Regions in the U.S. and Canada, or Global Regions outside of the U.S.
and Canada. We receive a higher amount of revenue per agent in our Company-Owned Regions than in our Independent
Regions in the U.S. and Canada, and more in Independent Regions in the U.S. and Canada than in Global Regions. We
receive the entire amount of the continuing franchise fee, broker fee and initial franchise and renewal fee in Company-Owned
Regions, whereas we generally receive only 15% or 30% of the amount of such fees in Independent Regions, which is a fixed
rate in each Independent Region established by the terms of the applicable regional franchise agreement. We base our
continuing franchise fees, annual dues and broker fees outside the U.S. and Canada on the same structure as our Independent
Regions, except that the aggregate level of such fees is substantially lower in these markets. For the years ended December
31, 2025, 2024, and 2023, our average revenue (excluding the Marketing Funds fees) per agent in Company-Owned Regions
in the U.S. and Canada was approximately $2,565, $2,570, and $2,550, with approximately $900, $820 and $765 less per
agent in Canada than in the U.S. primarily due to different broker fee structures and because of foreign exchange differences
between the U.S. dollar and the Canadian dollar. For the years ended December 31, 2025, 2024 and 2023, our average
revenue (excluding the Marketing Funds fees) in Independent Regions in the U.S. and Canada was approximately $765, $770,
and $800, and in Global Regions outside of the U.S. and Canada was approximately $225, $220, and $205, respectively.
Mortgage. We believe the growth and success of our Mortgage segment depends on providing real estate brokers and other
entrepreneurs with opportunities for revenue and earnings diversification – a strategy we believe is increasingly important in the
face of shifting housing market conditions. Our revenue is derived in the U.S. from fixed monthly fees, franchise sales and
renewals, and mortgage loan processing. The monthly fees are initially discounted and ramp up to the full fixed monthly fee of
$4,650 at set intervals over the initial 12-month period from date of franchise sale. Subsequently, we charge a fixed monthly fee
of $4,650 throughout the remainder of the franchise agreement term. This revenue is included in Continuing Franchise Fees. As
of December 31, 2025, we had approximately 91% of our billed offices being charged the full fixed monthly fee. Our average
monthly fee revenue per office for Motto was approximately $3,900 for the year ended December 31, 2025 and $3,800 for the
years ended December 31, 2024 and 2023, respectively.
Despite a challenging mortgage market, our Mortgage segment continues to demonstrate resilience. In 2025, we appointed a
new President of Mortgage Services to lead strategic growth initiatives across Motto and wemlo, reinforcing our commitment to
expanding our mortgage offerings. In early 2026, leveraging feedback from the Motto network, input from prospects, and
knowledge gained from the new REMAX optional economic models, we introduced a new Motto franchise financial model for
new Motto franchisees that transitions from an entirely fixed monthly fee to a fixed monthly fee of $2,500 plus a variable fee of
25 basis points per closed loan. The new Motto franchise financial model is optional for existing Motto franchisees as of
December 31, 2025, is designed to provide greater flexibility and a more competitive fee structure.

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For our wemlo mortgage loan processing revenue, we charged a fixed processing fee of approximately $825 for each loan
closed through a Motto franchise and a fixed processing fee of $995 for most loans closed through external customers.
Marketing Funds. Our Marketing Funds revenue is derived primarily from REMAX franchisees in Company-Owned Regions
based on the number of REMAX agents in the respective franchise, with smaller contributions by Independent Region owners
and Motto franchisees. Marketing Funds revenues are fixed contractual fees paid monthly by REMAX and Motto franchisees
based on the terms outlined in the franchise agreement.
See Note 2, Summary of Significant Accounting Policies, included in “Part II, Item 8.—Financial Statements and Supplementary
Data” of this Annual Report on Form 10-K for further disclosures about our various revenue streams.
Intellectual Property
We believe that our intellectual property rights contribute significantly to the success of our business and our competitive
position. Our RE/MAX® trademark has been in use for over fifty years, and we believe consumers have come to recognize the
REMAX brand as being synonymous with high-quality real estate service. We regard our REMAX trademark, balloon logo and
property sign design trademarks as having significant value. We protect the REMAX, Motto and wemlo brands through a
combination of trademarks and copyrights. We strategically pursue registration of important trademarks and actively protect our
brands in the U.S. and internationally against third-party infringement. We have registered the RE/MAX trademark in the U.S.,
Canada, and over 150 other countries and territories, and have registered various versions of the REMAX balloon logo and real
estate property sign design in numerous countries and territories as well. We have registered Motto® and Motto Mortgage® as
trademarks in the U.S. and registered Motto as a trademark in other countries as well. We have also registered the wemlo
trademark in the U.S. and Canada. Our franchisees, Independent Regions and Global Regions actively use the REMAX and
Motto trademarks pursuant to their franchise or regional agreements with us. We also are the registered holder of remax.com,
remax.ca, mottomortgage.com and a number of other domain names that include “remax,” “motto” or “wemlo,” including
domains that we offer to our Global Regions to use as their primary internet address.
Corporate Structure and Ownership
Holdings is a holding company incorporated in Delaware and its only business is to act as the sole manager of RMCO, LLC
(“RMCO”). In that capacity, Holdings operates and controls all the business and affairs of RMCO. RMCO is a holding company
that is the direct or indirect parent of all our operating businesses, including RE/MAX, LLC and Motto Franchising, LLC. As of
December 31, 2025, Holdings owns 61.5% of the common units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining 38.5%
of common units in RMCO. David Liniger, our Chairman and Co-Founder, and Gail Liniger, our Vice Chair Emerita and Co-
Founder, beneficially own a majority and controlling interest in RIHI.
The diagram below depicts our organizational structure:
The holders of Holdings Class A common stock collectively own 100% of the economic interests in Holdings, while RIHI owns
100% of the outstanding shares of Holdings Class B common stock.

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Pursuant to the terms of the Company’s Certificate of Incorporation, RIHI, as holder of all of Holdings’ Class B common stock is
entitled to a number of votes on matters presented to Holdings’ stockholders equal to the number of RMCO common units that
RIHI holds. Through its ownership of the Class B common stock, RIHI holds 38.5% of the voting power of the Company’s stock
as of December 31, 2025. Mr. Liniger is also the beneficial owner of Class A common stock with an additional 1.1% of the
voting power of the Company’s stock as of December 31, 2025.
Holdings Ownership of RMCO and Tax Receivable Agreements
At the time of the Company’s IPO in October 2013 and again in November and December 2015, Holdings acquired significant
ownership in RMCO in the form of RMCO Common Units. At these times, Holdings acquired 11.5 million and 5.2 million
Common Units, respectively, and then issued an equal number of Class A common stock in exchange for these Common Units,
which RIHI subsequently sold to the market. When Holdings acquired the aforementioned Common Units, it received a step-up
in tax basis for RMCO's assets. This step-up, mainly related to intangible assets including franchise agreements and goodwill,
has in the past, and is expected to again in the future, resulted in substantial tax deductions over many years, creating future
tax benefits reflected as deferred tax assets. If Holdings acquires more RMCO Common Units from RIHI, its ownership
percentage and deferred tax assets will increase, assuming sufficient taxable income. Without sufficient taxable income, a
valuation allowance may be recorded against the deferred tax assets.
In October 2013, November and December 2015, Holdings entered into Tax Receivable Agreements (“TRA”) requiring annual 
payments to TRA holders of 85% of the tax benefits from the deductions Holdings received due to the step-up in tax basis. If 
there is a taxable loss, payments are deferred until the loss benefit is recognized. As of December 31, 2025, TRA holders are 
RIHI and Parallaxes Rain Co-Investment, LLC.  TRA liabilities were established for the future cash obligations expected to be 
paid under the TRAs and are not discounted. Similar to the deferred tax assets, the TRA liabilities would increase if Holdings 
acquires additional Common Units of RMCO from RIHI. The deferred tax assets and related TRA liabilities are valued, in part, 
based on the enacted U.S. and state corporate tax rates. 
In 2023, we determined a valuation allowance was needed for our deferred tax assets due to reduced taxable income primarily
from settling costly litigation. This led to a remeasurement of TRA liabilities, resulting in a $25.3 million gain. See Note 11,
Income Taxes, and Note 13, Commitments and Contingencies, to the consolidated financial statements included in “Part II, Item
8.—Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further information.
Human Capital Management
As of December 31, 2025, our 519 full-time employees are spread throughout the U.S. and Canada, with approximately half
located near our headquarters in Denver, Colorado. As a franchisor, we refer to ourselves as “a business that builds
businesses,” and our franchisees are all independently operated. Their employees, including Motto loan originators and
independent contractor REMAX agents are therefore not included in our employee count. None of our employees are
represented by a union. The following table summarizes the number of employees and employee makeup by function:
December 31, 
2025
2024
% change
Full-time employees
 519
 537
(3%)
Employee function
Technology
28%
29%
(1%)
Sales and franchise development
28%
29%
(1%)
Marketing, education and events
18%
18%
0%
Shared services
26%
24%
2%
Total
100%
100%
When searching for new employees, we look for bright, forward-thinking individuals who are committed to innovation, value
teamwork and are passionate about helping entrepreneurs build and grow their businesses. Our mission is to deliver the best
experience in everything real estate. To achieve this, we hire individuals who reflect our M.O.R.E. core values:

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13
●
Max Effort. We stay committed to achieving goals and delivering high-quality outcomes. We embrace a sense of urgency,
always pushing for peak performance. We actively learn, listen, improve, and evolve, challenging the status quo.
●
Obsessed with Customer Experience. We prioritize our customers, focusing on their needs and consistently exceed
expectations. We make thoughtful decisions to enhance our relationships to foster growth and success. We innovate
boldly, implementing new ideas and solutions to deliver extraordinary experiences.
●
Right Thing. We demonstrate the courage and commitment to uphold honesty and transparency. We take accountability for
our actions and their outcomes to drive progress. We are committed to ethical principles and integrity in all actions and
decisions.
●
Everybody Wins. We collaborate and communicate effectively, fostering open communication. We lead by example,
nurturing talent and fostering growth to be forward-thinking. We show gratitude and respect, every voice matters.
Employee engagement. We conduct regular confidential surveys of our employees to determine employee satisfaction and to
identify areas of employee engagement that require management attention. A question that is asked as part of these surveys is,
“How happy are you working at the Company?” Approximately 70% of respondents answered favorably in the most recent
employee survey from the last half of 2025.
Leadership compensation and retention. Our philosophy is that compensation should align the goals of management with
the long-term strategy of the Company and the interests of its stockholders and to attract, retain and develop talented people.
To achieve this, we seek to provide a competitive level of compensation that rewards for both short-term performance and
longer-term value creation, promotes accountability, and incentivizes individual performance aligned with long-term strategy.
This philosophy drives all aspects of officer compensation, including our base pay guidelines, annual incentives, and grants of
long-term equity-based compensation awards. A substantial portion of each of our executive officer’s compensation is at risk.
Annual succession planning for senior leadership is overseen by our Board of Directors, including development plans for the
next level of our senior leaders. Annual talent and succession reviews focus on both high performers as well as those with high
potential to keep our pipeline of tomorrow’s leaders full.
Development and opportunity. As a franchisor, human capital development and opportunity are foundational elements of our
business model. These attributes permeate our networks as we offer motivated entrepreneurs from diverse backgrounds in
over 120 countries and territories the opportunity to be successful small business owners in real estate. Moreover, we have
been a leader in expanding opportunities for women within real estate since our founding almost 50 years ago. In our early
days, one of the keys to our initial success was an intentional decision to target women to join our REMAX network as real
estate agents, which helped create professional opportunities for women in a traditionally male-dominated industry at the time.
Globally, approximately 49% of our REMAX franchises have at least one female owner and 53% of REMAX agents are women,
as of December 31, 2025. We continue to partner with multiple industry advocacy groups that promote diversity and equality in
homeownership.
Corporate social responsibility. The REMAX network has supported, since 1992, Children's Miracle Network Hospitals® in
the U.S. and Children's Miracle Network® in Canada, to help sick and injured children. Through the Miracle Home® program, 
participating REMAX agents donate to Children's Miracle Network Hospitals once a home sale transaction is complete. The 
REMAX network has donated over $218 million to the Children’s Miracle Network Hospitals in the U.S. and Canada combined 
since 1992. The Motto network aims to bring hope to food-insecure communities through the Motto Mortgage Mission Against 
Hunger.  This initiative organizes food drives nationwide and delivers donations to local food pantries.
Seasonality
The residential housing market is seasonal, with transactional activity in the U.S. and Canada typically peaking in the second
and third quarter of each year. Our results of operations are somewhat affected by these seasonal trends. Our Adjusted
EBITDA margins are often lower in the first and fourth quarters due primarily to the impact of lower broker fees and other
revenue because of lower overall sales volume, as well as higher selling, operating and administrative expenses in the first
quarter for expenses incurred in connection with the REMAX annual agent convention.
Government Regulation
Franchise Regulation. The sale of franchises is regulated by various state laws, as well as by the Federal Trade Commission
(“FTC”). The FTC requires that franchisors make extensive disclosures to prospective franchisees but does

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not require registration. A number of states require registration or disclosure by franchisors in connection with franchise offers
and sales. A number of states require registration and disclosure or impose bonding requirements on “business opportunities”
which in some cases do not exempt franchises. Several states also have “franchise relationship laws” that limit the ability of the
franchisor to terminate franchise agreements or to withhold consent to the renewal or transfer of these agreements. The states
with relationship or other statutes governing the termination of franchises include Arkansas, California, Connecticut, Delaware,
Hawaii, Illinois, Indiana, Iowa, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, Rhode Island, Virginia,
Washington and Wisconsin. Some franchise relationship statutes require a mandated notice period for termination; some
require a notice and cure period; some require that the franchisor demonstrate good cause for termination; and some include
buyback requirements. Although we believe that our franchise agreements comply with these statutory requirements, failure to
comply with these laws could result in our company incurring civil and criminal liability. In addition, while historically our
franchising operations have not been materially adversely affected by such regulation, we cannot predict the effect of any future
federal or state legislation or regulation.
Real Estate and Mortgage Regulation. The Real Estate Settlement Procedures Act (“RESPA”) and state real estate
brokerage laws and mortgage regulations restrict payments which real estate brokers, mortgage brokers, and other service
providers in the real estate industry may receive or pay in connection with the financing of sales of residences, the refinancing
of residential mortgage loans and the referral of settlement services, such as real estate brokerage, mortgages, homeowners’
insurance and title insurance. Such laws affect the terms that we may offer in our franchise agreements with Motto franchisees
and may to some extent restrict preferred vendor programs, both for Motto and REMAX. Federal, state and local laws,
regulations and ordinances related to the origination of mortgages, may affect other aspects of the Motto business, including
the extent to which we can obtain data on Motto franchisees’ compliance with their franchise agreements. These laws and
regulations include (i) the Federal Truth in Lending Act of 1969 (“TILA”), and Regulation Z (“Reg Z”) thereunder; (ii) the Federal
Equal Credit Opportunity Act ("ECOA'') and Regulation B thereunder; (iii) the Federal Fair Credit Reporting Act and Regulation
V thereunder; (iv) RESPA, and Regulation X thereunder; (v) the Fair Housing Act; (vi) the Home Mortgage Disclosure Act; (vii)
the Gramm-Leach-Bliley Act and its implementing regulations; (viii) the Consumer Financial Protection Act and its implementing
regulations; (ix) the Fair and Accurate Credit Transactions Act-FACT ACT and its implementing regulations; and (x) the Do Not
Call/Do Not Fax Act and other state and federal laws pertaining to the solicitation of consumers.
Available Information
RE/MAX Holdings, Inc. is a Delaware corporation and its principal executive offices are located at 5075 South Syracuse Street,
Denver, Colorado 80237, telephone (303) 770-5531. The Company’s Annual Report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Investor
Relations” portion of the Company’s website, www.remaxholdings.com, as soon as reasonably practical after they are filed with
the Securities and Exchange Commission (“SEC”). The content of the Company’s website is not incorporated into this report.
The SEC maintains a website, www.sec.gov, which contains reports, proxy and information statements, and other information
filed electronically with the SEC by the Company.
ITEM 1A. RISK FACTORS
RE/MAX Holdings, Inc. and its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “us”) could be adversely
impacted by various risks and uncertainties. An investment in our Class A common stock involves a high degree of risk. You
should carefully consider the following risk factors, as well as all of the other information contained in this Annual Report on
Form 10-K, including our audited consolidated financial statements and the related notes thereto before making an investment
decision. If any of these risks actually occur, our business, financial condition, operating results, cash flow and prospects may
be materially and adversely affected. As a result, the trading price of our Class A common stock could decline, and you could
lose some or all of your investment.
We have grouped our risks according to:
●
Risks Related to Our Business;
●
Risks Related to Our Industry;
●
Risks Related to Our Legal and Capital Structure;
●
Risks Related to Governmental Regulations; and
●
General Risks.

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15
Risks Related to Our Business
We may fail to execute our strategies to grow our business, which could have a material adverse effect on our
financial performance and results of operations.
We are pursuing several strategies to grow and diversify our revenue and earnings and to deploy the cash generated by our
business. We constantly strive to increase the value proposition for franchisees, agents, loan originators and consumers. If we
do not reinvest in our business in ways that make our brands attractive to franchisees, agents, loan originators and consumers,
we may become less competitive. Additionally, we explore opportunities to diversify our revenue streams, including by acquiring
other businesses that are complementary to our core businesses, or REMAX Independent Regions. If we fail to develop or
execute on our business strategy, fail to make good business decisions, fail to enforce a disciplined management process to
ensure that our investment of resources aligns with our strategic plan and our core competencies, or fail to properly allocate
resources to and focus management attention on strategic areas, any of these could negatively impact our financial
performance and results of operations.
Failing to develop and maintain a positive relationship with our franchisees, agents and loan originators could
compromise our ability to maintain or expand the REMAX and Motto networks.
Although we believe our relationships with our franchisees and their agents and loan originators are strong, the nature of such
relationships can give rise to conflict. For example, franchisees, agents or loan originators may become dissatisfied with the
fees and dues owed to us, particularly in a period of economic downturn and uncertainty or in the event that we increase fees
and dues. Affiliates may also disagree with certain network-wide policies and procedures, including policies dictating brand
standards or affecting their marketing efforts. They may also be disappointed with other aspects of our value proposition
including our marketing initiatives, technology offerings, or educational content. If we experience any conflicts with our
franchisees on a large scale, our franchisees may decide not to renew their franchise agreements upon expiration or seek to
disaffiliate with us, which could result in litigation. These events may, in turn, materially and adversely affect our business and
operating results.
An organized franchisee association could also pose risks to our ability to set the terms of our franchise agreements and our
pricing.
Our financial results are affected directly by the operating results of franchisees and their agents and loan originators
who operate independently from our control. Our financial results and the financial results of our franchisees are
affected by the ability of our franchisees to attract and retain agents and loan originators, which can be impacted by
the overall macro-economic environment.
Our financial results depend upon the operational and financial success of our franchisees and, for REMAX, their agents and
for Motto Mortgage, their loan originators. Our franchise systems provide more autonomy to these independent franchisees
than is common in other franchised industries such as hospitality. Given this autonomy, we have virtually no control over the
day-to-day operations of our franchisees and no control over the fees they charge.
Our financial results depend heavily upon the number of REMAX agents and Motto offices in our networks, and the success of
our franchisees depends largely on the ability of franchisees to attract and retain high quality agents and loan originators. Our
independent franchise operators may choose not to adopt initiatives and deploy products that we believe are designed to help
them and therefore may be less successful. Most of our revenue is derived from recurring franchise fees paid by our
franchisees or regional franchise owners based on the number of affiliated agents or offices, annual dues paid by REMAX
agents, and recurring franchise fees based on the number of open Motto offices. If our franchisees are not able to attract and
retain agents and loan originators or successfully manage teams of agents within their brokerages, none of which is within our
direct control, our revenue may decline.
Our revenue may decline if franchisees are unable or unwilling to pay the fees owed to us. We may or have terminated 
franchisees for non-payment, non-reporting and other non-compliance with their franchise agreements.  We may terminate 
franchisees more frequently in the future which may, in turn, materially and adversely affect our business and operating results.

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Our REMAX franchisees self-report their agent counts and agent commissions which drive the fees due to us, and we
have limited tools to verify these reports. This could impact our ability to collect revenue owed to us by our
Independent Regions, franchisees, and agents, and could affect our ability to forecast our performance accurately.
Under our REMAX franchise agreements, franchisees, including Independent Regions, self-report (a) the number of agents and
(b) gross commissions and other statistics from home sale transactions. This data is used to determine our billings for
continuing franchise fees, annual dues and broker fees. We have limited methods of validating the data and must rely on
reports submitted and our internal protocols for verifying the data. If franchisees were to underreport or erroneously report such
data, even unintentionally, we may not receive all the revenues due to us. In addition, to the extent that we were underpaid, we
may not have a definitive method for determining such underpayment. If a material number of our franchisees were to
underreport or erroneously report their agent counts, agent commissions, or fees due to us, it could have a material adverse
effect on our financial performance and results of operations. Further, REMAX agent count is a key performance indicator (KPI),
and incomplete information, or information that is not reported in a timely manner could impair our ability to evaluate and
forecast key business drivers and financial performance.
Our franchisees and their agents or loan originators could take actions that could harm our reputation and our
business.
Our franchisees are independently owned and operated businesses and as such, the agents and loan originators who work
within those businesses are not our employees and we do not exercise control over their day-to-day operations. Franchisees
may not operate their real estate and mortgage brokerage businesses consistent with industry standards or may not attract and
retain qualified agents and loan originators. If franchisees, agents, or loan originators were to provide diminished quality of
service to customers, engage in fraud, misconduct, negligence or otherwise violate the law or applicable codes of ethics, our
image and reputation may suffer materially, and we may become subject to liability claims based upon such actions. Any such
incidents could adversely affect our results of operations.
Brand value can be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative
publicity or result in litigation. Some of these incidents may relate to the way we manage our relationship with our franchisees,
our growth strategies or the ordinary course of our business or our franchisees’ businesses. Other incidents may arise from
events that are or may be beyond our control and may damage our brand, such as actions taken (or not taken) by one or more
franchisees or their agents and loan originators relating to health, safety, cybersecurity, welfare or other matters, litigation and
claims, failure to maintain high ethical and professional standards, failure to comply with local laws and regulations, and illegal
activity targeted at us or others. Our brands’ value could diminish significantly if any such incidents or other matters erode
consumer confidence in us, which may result in a decrease in our total agent, loan officer and franchisee office counts and,
ultimately, lower revenues, which in turn would materially and adversely affect our business and results of operations.
The failure of Independent Region owners to successfully develop or expand within their respective regions could
adversely impact our revenue and earnings growth opportunities.
We sold regional master franchises in the U.S. and Canada (Independent Regions) and have sold and continue to sell regional
master franchises in our global locations outside of Canada. We continue to depend on Independent Regions in the U.S.,
Canada and globally, which have the exclusive right to grant franchises within a particular region, to successfully develop or
expand within their respective regions and to monitor franchisees’ use of our brand. The failure of any of these Independent
Region owners to do these things, or the termination of an agreement with a regional master franchisee could delay the
development of a particular franchised area, interrupt the operation of our brand in a particular market or markets while we seek
alternative methods to develop our franchises in the area, and weaken our brand image. Such an event could result in lower
revenue growth opportunities for us, which would adversely impact our growth prospects.
We are subject to certain risks related to litigation filed by or against us, and adverse results may harm our business
and financial condition.
We cannot predict with certainty the costs of defense, the costs of filing claims, insurance coverage or the ultimate outcome of
litigation and other proceedings filed by or against us, including remedies or damage awards, and adverse results in such
litigation and other proceedings may harm our business and financial condition.
Such litigation and other proceedings may include, but are not limited to, the industry class-action lawsuits as disclosed in Note
13, Commitments and Contingencies, securities litigation including class actions and shareholder derivative

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litigation, privacy and Telephone Consumer Protection Act litigation including class actions, complaints from or litigation by
franchisees, usually related to alleged breaches of contract or wrongful termination under the franchise arrangements, or
actions relating to intellectual property, commercial arrangements and franchising arrangements. A substantial unsatisfied
judgment against us or one of our subsidiaries could result in bankruptcy, which would materially and adversely affect our
business and operating results.
Our global operations may be subject to additional risks related to litigation, including difficulties in enforcement of contractual
obligations governed by foreign law due to differing interpretations of rights and obligations, compliance with multiple and
potentially conflicting laws, new and potentially untested laws and judicial systems and reduced protection of intellectual
property.
Our franchise model can be subject to particular litigation risks.
Litigation against a franchisee or its affiliated agents or loan originators, whether in the ordinary course of business or
otherwise, may also include claims against us for liability by virtue of the franchise relationship. Franchisees may fail to obtain
insurance that is required pursuant to the terms of our franchise agreements, naming the Company as an additional insured on
such claims. Claims against us (including vicarious liability claims) could result in substantial costs, divert our management
resources and could cause adverse publicity, which may materially and adversely affect us and our brand, regardless of
whether such allegations are valid or whether we are liable.
In addition to claims over individual or isolated franchisee actions, third parties could attempt to hold us responsible for actions
of our franchisees and their agents or loan originators in the aggregate. Our franchised business model is unlike a traditional,
integrated corporation where company-owned outlets provide goods or services to consumers and the corporation has direct
responsibility for operations at those outlets. Our franchised business model is also unlike many franchisors in other industries
—such as the restaurant and hospitality industries—where franchisors may dictate many operational details of the franchisees’
businesses and the delivery of goods and services to consumers and thereby have some of the liability for those or other
aspects of the franchisees’ operations. Because we franchise in professional service fields where licensure is required—real
estate and mortgage brokerage—we do not dictate or control the day-to-day operations, or the advice provided by our
franchisees or their affiliated agents or loan originators. Nonetheless, third parties may try to hold us liable for actions of our
franchisees and their agents or loan originators, even when we have no involvement with those actions and they are beyond
our control and, we believe, should not result in liability to us. As a franchisor, unlike an integrated corporation, we obtain only a
small portion of the revenue of our franchisees, and as a result our capital is limited in comparison with the size of our entire
franchise networks. Therefore, if third parties were successful in asserting liability for practices of our franchise network in its
entirety, and in holding us vicariously responsible for that liability, the resulting damages could exceed our available capital,
could materially affect our earnings, or even render us insolvent.
Our mortgage segment businesses operate in a heavily regulated and competitive industry. As younger businesses,
they may carry a higher risk of failure.
We sell residential mortgage brokerage franchises in the U.S. under the Motto Mortgage brand and we provide loan processing
services through our wemlo brand. Our strategy hinges on our ability to recruit franchisees and help them recruit and retain loan
originators, on our ability to develop and maintain strong competencies within the mortgage brokerage and loan processing
markets, on favorable conditions in the related regulatory environment and on our success in developing strong, respected
brands. We may fail to understand, interpret, implement and/or train franchisees adequately concerning compliance
requirements related to the mortgage brokerage industry or the relationship between us and our franchisees, any of which
failures could subject us or our franchisees to adverse actions from regulators. Our mortgage segment businesses may also
have regulatory obligations; we or our franchisees may fail to comply with those obligations, and that failure could also subject
us to adverse actions from regulators. In addition, residential mortgage brokerage is a highly competitive industry, and Motto will
suffer if we are unable to attract and retain franchisees.
Our business depends on strong brands, and any failure to maintain, protect, and enhance our brands would hurt our
ability to grow our business, particularly in new markets where we have limited brand recognition. Infringement,
misappropriation or dilution of our intellectual property could harm our business.
REMAX is a strong brand that we believe has contributed significantly to the success of our business, and the Motto brand
continues to gain recognition. Maintaining, protecting and enhancing the REMAX brand, as well as our younger brands such as
Motto and wemlo, is critical to growing our business. If we do not successfully build and maintain strong brands, our business
could be materially harmed.

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We derive significant benefit from our market share leadership and our ability to make claims regarding the same, including
through use of our slogan that “Nobody in the world sells more real estate than RE/MAX” as measured by residential
transaction sides. Loss of market leadership, and as a result an inability to tout the same, may hinder public and industry
perception of REMAX as a leader in the real estate market and hurt agent recruitment and franchise sales as a result.
Our business may be subject to risks related to events and circumstances that have a negative impact on our brands. If we are
exposed to adverse publicity or events that damage our brands’ images, our business may suffer materially.
We regard our REMAX trademark, balloon logo and property sign design trademarks and our Motto trademarks as valuable
assets and important factors in the marketing of our brands. We believe that these and other intellectual property are valuable
assets that are critical to our success. Not all the trademarks or service marks that we currently use have been registered in all
the countries in which we do business, and they may never be registered in all those countries. There can be no assurance that
we will be able to adequately maintain, enforce, and protect our trademarks or other intellectual property rights.
We are commonly involved in numerous legal proceedings, generally on a small scale, to enforce our intellectual property rights
and protect our brands. Unauthorized uses or other infringement of our trademarks or service marks, including uses that are
currently unknown to us, could diminish the value of our brands and may adversely affect our business. Also, third parties may
initiate legal proceedings against us to allege that we infringe their intellectual property rights or to challenge the validity of our
intellectual property rights. Effective intellectual property protection may not be available in every market. Failure to adequately
protect or defend our intellectual property rights could damage our brands and impair our ability to compete effectively.
In addition, franchisee noncompliance with the terms and conditions of our franchise agreements and our brand standards may
reduce the overall goodwill of our brands, whether through diminished consumer perception of our brands, dilution of our
intellectual property, noncompliance with applicable laws, or through the participation in improper or objectionable business
practices.
Our global REMAX operations, including those in Canada, are subject to risks not generally experienced by our U.S.
operations.
The risks involved in our global operations and relationships could result in losses against which we are not insured and
therefore affect our profitability. These risks include:
●
fluctuations in foreign currency exchange rates, primarily related to changes in the Canadian dollar and Euro to U.S.
dollar exchange rates;
●
exposure to local economic conditions and local laws and regulations, including those relating to the agents of our
franchisees;
●
economic and/or credit conditions abroad;
●
potential adverse changes in the political stability of foreign countries or in their diplomatic relations with the U.S.;
●
business interruptions resulting from geo-political instability;
●
restrictions on the withdrawal of foreign investments and earnings;
●
government policies against businesses owned by foreigners;
●
diminished ability to legally enforce our contractual rights in foreign countries;
●
withholding and other taxes on remittances and other payments by subsidiaries; and
●
changes in tax laws regarding taxation of foreign profits.

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We rely on third parties for certain important aspects of our business, including technology that is critical to our value
proposition and to our internal operations. Any failures by these third-party vendors could disrupt our business
operations.
We have outsourced certain key aspects of our business to external parties, including providing REMAX franchisee and agent
technology products, Motto franchisee and loan originator technology products, and supporting our flagship external websites,
all of which are key aspects of our value proposition. We also rely on third parties for technology that is critical to financial
reporting, our franchise and membership tracking and billing, tools to support REMAX consumer facing websites, and
information security. We may enter into other key outsourcing relationships in the future. If one or more of these external parties
are not able to perform their functions for a period of time, perform them at an acceptable service level, or handle increased
volumes, our business operations could be constrained, disrupted, or otherwise negatively affected. Our ability to monitor the
activities or performance of vendors may be constrained, which makes it difficult for us to assess and manage the risks
associated with these relationships. Additionally, the Company could be adversely affected with unsuccessful integration and
adoption of these third-party technologies from our franchisees and agents. Further, rapid advancements in AI, coupled with
challenges in effectively implementing or integrating such technologies, could hinder our ability to realize anticipated benefits
and may impair our competitiveness within the industry.
We rely on traffic to our websites, including our flagship websites, remax.com, remax.ca, and mottomortgage.com,
directed from search engines. If our websites fail to rank prominently in unpaid search results, traffic to our websites
could decline and our business could be adversely affected. Any disruption to our websites or lead generation tools
could harm our business.
Our success depends in part on our ability to attract home buyers and sellers to our websites, including our flagship websites
remax.com, remax.ca, and mottomortgage.com through unpaid Internet search results on search engines and connect those
consumers to qualified agents and loan originators. The number of users we attract from search engines is due in large part to
how and where our websites rank in unpaid search results. These rankings can be affected by a number of factors, such as
changes in ranking algorithms which are not under our control and may change frequently. In addition, our websites face
competition for audience from real estate portal websites such as Zillow, Redfin, Homes.com and Realtor.com. Our websites
have experienced fluctuations in search result rankings in the past, and we anticipate fluctuations in the future. Any reduction in
the number of users directed to our websites could adversely impact our business and results of operations.
We are vulnerable to certain additional risks and uncertainties associated with our websites, which include but are not limited to,
our lead referral system, remax.com, remax.ca, global.remax.com, theremaxcollection.com, remaxcommercial.com,
mottomortgage.com, and wemlo.io. These risks include changes in required technology interfaces, website downtime and other
technical failures, security breaches and consumer privacy concerns. We may experience service disruptions, outages, and
other performance problems due to a variety of factors, including reliance on our third-party hosted services, infrastructure
changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our platform
simultaneously, and denial of service, fraud or other attacks. Our failure to address these risks and uncertainties successfully
could reduce our Internet presence, generate fewer leads for REMAX agents and damage our brand.
We may be unable to execute on strategic acquisitions or transactions, including reacquiring the regional franchise
rights of REMAX Independent Regions, or successfully integrate acquired companies.
We explore opportunities to acquire other businesses, including businesses that are complementary to our core businesses, or
REMAX Independent Regions. The number of remaining Independent Regions is limited so we may have difficulty finding
suitable regional franchise acquisition opportunities at an acceptable price. It is possible we may not be able to successfully
capitalize on a given acquisition opportunity and/or achieve the expected returns, including the execution of expected cost and
growth synergies.
Integration activities involve complex operational and personnel-related challenges and we may encounter unforeseen
difficulties and higher than expected integration costs. Delays or difficulties encountered in connection with integration activities
could lead to prolonged diversion of management’s attention away from other important business matters.
Other challenges and difficulties could also include:
●
the possible departure of a significant number of key employees;
●
the possible defection of franchisees and agents to other brands or independent real estate companies;

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●
limits on growth due to exclusive territories granted to current franchisees by former region owners;
●
the failure to maintain important business relationships and contracts of the acquired business;
●
our ability to implement appropriate cybersecurity controls while concurrently enhancing their platforms;
●
legal or regulatory challenges or litigation, which could result in significant costs;
●
potential unknown liabilities.
Risks Related to Our Industry
The real estate market may be negatively impacted by industry changes as the result of certain class action lawsuits
and potential regulatory changes which could adversely affect our financial condition and results of operations.
As disclosed in Note 13, Commitments and Contingencies, we are a defendant in multiple class action complaints including the
“Moehrl-related antitrust litigations” which allege violations of federal antitrust law, among other claims. RE/MAX, LLC entered
into the U.S. Settlement Agreement (as defined in Note 13) on October 5, 2023, which would resolve all claims in the Moehrl-
related antitrust litigations as well as all similar claims on a nationwide basis.
The U.S. Settlement Agreement was granted final court approval on May 9, 2024. Appeals were subsequently filed, including by
one of the plaintiffs in the Batton Action (as defined in Note 13). The Batton Action makes substantially similar allegations and
seeks similar relief as the Moehrl-related antitrust litigations but alleges harm to homebuyers rather than home sellers. The U.S.
Settlement Agreement will become effective if the order approving it is affirmed at the conclusion of the appeals process.
Further details on the Moehrl-related antitrust litigations, the U.S. Settlement Agreement, and other similar litigation matters are
disclosed in Note 13, Commitments and Contingencies. There can be no assurance that the appellate court will uphold the
district court’s final approval of the U.S. Settlement Agreement. If the appellate court reverses the district court’s ruling granting
final approval of the U.S. Settlement Agreement, the Company could incur substantial legal fees in continued litigation, and
ultimately, RE/MAX, LLC could be found liable for damages and subject to injunctive relief, which could have a significant
impact on our business and results of operations.
On October 31, 2023, the jury in the Burnett Action (as defined in Note 13) found that an unlawful conspiracy existed and
awarded approximately $1.8 billion against the three defendants that did not settle the case in advance of the trial: NAR, Keller
Williams, and HSA. After the trial, NAR and plaintiffs reached a settlement that included certain business practice changes
including prohibiting offers of compensation to buyer brokers on the MLS and requiring buyer agreements for MLS participants
working with a buyer. These changes may also result in enhanced competition from new or existing business models. The
indirect and direct effects of this action upon the real estate industry and the Company remain unclear. Further, the Moehrl-
related antitrust litigations and other legal proceedings may prompt additional regulatory changes to rules established by NAR,
local or state real estate boards, or multiple listing services.
The amount and structure of commissions that real estate agents receive could be impacted by the outcome of the antitrust
litigations, any related regulatory matters, and/or increased focus on commissions. This could reduce REMAX agent count
and/or the fees we receive from our franchisees and agents, which, in turn, could adversely affect our financial condition and
results of operations.
Competition in the residential real estate brokerage franchising and real estate brokerage business is intense, and we
may be unable to grow our business organically, including increasing our agent count, expanding our network of
franchises and their agents, and increasing franchise and agent fees, which could adversely affect our brand, our
financial performance, and results of operations.
We generally face strong competition in the residential real estate services business from other franchisors and brokerages
(i.e., national, regional, independent, boutique, discount, and web-based brokerages). We also face competition from web-
based companies focused on real estate that have made substantial investments in new technology aimed at disrupting the real
estate market and making more aspects of the real estate industry digital.
Upon the expiration of a franchise agreement, a franchisee may choose to renew their franchise with us, operate as an
independent broker or to franchise with or join one of our competitors. Motto franchise agreements generally have a seven-year
term. As Motto was founded in October 2016, 2024 was the first full year Motto has offices up for renewal. Competing
businesses may offer fees that are lower than those we charge, or that are perceived as more attractive.

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Further, some of our largest competitors may have greater financial resources and larger budgets than we do to enhance their
value proposition to agents, franchisees and consumers. Recent industry consolidation also could allow larger competitors with
the ability to scale and pursue strategies to outperform their competitors, such as offering exclusive programs, policies, or broad
adoption of private listings accessible only through their agents. To remain competitive in the sale of franchises and to retain our
existing franchisees at the time of renewal of their franchise agreements, we may have to reduce the cost of renewals and/or
the recurring monthly fees we charge our franchisees. We may have to offer incentives to encourage franchisees to recruit new
agents and successfully manage teams of agents. In addition, even with these measures, franchisees may choose not to renew
their franchise, or may not recruit new agents.
As a result of this competition, we may face challenges in adding franchises and attracting agents and loan originators in new
and existing markets to expand our network, as well as other challenges such as:
●
selection and availability of suitable markets;
●
finding qualified franchisees in these markets who are interested in opening franchises on terms that are favorable to
us;
●
increasing our local brand awareness in new markets; and
●
attracting and educating qualified local agents.
Our results are tied to the residential real estate and mortgage markets, and we have been and likely will continue to
be negatively impacted by downturns in these markets.
The residential real estate and mortgage markets tend to be cyclical and typically are affected by changes in general economic
conditions which are beyond our control. These conditions include fluctuations in interest rates (and by extension, mortgage
rates), inflation, wage and job growth, unemployment, home affordability, down payment requirements, inventory, consumer
confidence, demographic changes, local or regional economic conditions, and the general condition of the U.S., Canadian, and
global economies. The residential real estate and mortgage markets were negatively impacted by rising interest rates in 2022,
which led to mortgage rates that more than doubled. Increased mortgage rates strained affordability, which resulted in a
reduction in existing home sales that began in the second quarter of 2022 and continued throughout 2023 and 2024. The
Federal Reserve Board began cutting interest rates in the third and fourth quarter of 2024, while the Bank of Canada began
cutting interest rates in the second quarter of 2024. In 2025, the Federal Reserve continued easing monetary policy with two
additional cuts in the second half of 2025. However, current interest rates remain higher than recent years which is likely to
continue to adversely impact existing home sales and affordability. While the majority of our revenues are derived from
recurring fees based on the number of affiliated agents, offices, or open Motto offices, rather than being directly tied to
residential real estate transaction volumes, these declines in the residential real estate and mortgage markets have had and
are likely to continue to have a negative effect on our financial condition and results of operations, and such effect may be
material.
The residential real estate market also depends upon the strength of financial institutions, which are sensitive to changes in the
general macroeconomic and regulatory environment. Lack of available credit or lack of confidence in the financial sector could
impact the residential real estate market.
The residential real estate market could also be negatively impacted by acts of nature. Climate change may negatively affect 
the residential real estate market. Changes in local, state and federal laws or regulations that affect residential real estate 
transactions or encourage ownership, and potential future tax law changes could negatively impact the residential real estate 
market.  Any of these aforementioned events – whether they be changes in general economic conditions or the regulatory 
environment or acts of nature – may lead us to grant fee concessions.
A significant adoption by consumers of alternatives to full-service agents or loan originators could have a material
adverse effect on our business, prospects and results of operations.
A significant increase in consumer use of technology that eliminates or minimizes the role of the real estate agent could have a
materially adverse effect on our business, prospects and results of operations. These options include cloud-based competitors
such as direct-buyer companies that purchase directly from the seller, and online discounters who reduce the role of the agent
in order to offer sellers a low commission or a flat fee while giving rebates to buyers. How consumers want to buy or sell houses
will determine if these models reduce or replace the long-standing preference for full-service agents. In addition, advances in AI
and related technology may accelerate the development of tools that diminish the perceived value of full-service real estate
agents.

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Our operating results are subject to fluctuations due to existing home sales, and results for any quarter may not
necessarily be indicative of the results that may be achieved for the full fiscal year.
Historically, we have realized, and expect to continue to realize, lower profitability in the first and fourth quarters due primarily to
the impact of lower broker fees and other revenue primarily as a result of lower overall home sale transactions, and higher
selling, operating and administrative expenses in the first quarter for expenses incurred in connection with our REMAX annual
agent convention. Accordingly, our results of operations may fluctuate on a quarterly basis, which would cause period to period
comparisons of our operating results to not be necessarily meaningful and cannot be relied upon as indicators of future annual
performance.
Risks Related to Our Legal and Capital Structure
RIHI has substantial influence over us including over decisions that require the approval of stockholders, and its
interest in our business may conflict with yours.
RIHI, a company in which David Liniger, our current Chairman and Co-Founder, and Gail Liniger, our Vice Chair Emerita and
Co-Founder, respectively, beneficially own a majority and controlling interest, owns all of our outstanding Class B common
stock. Although RIHI no longer controls a majority of the voting power of RE/MAX Holdings’ common stock, RIHI remains a
significant stockholder of the Company and through its ownership of the Class B common stock holds 38.5% of the voting
power of the Company’s stock. Mr. Liniger also personally owns Class A common stock with an additional 1.1% of the voting
power of the Company’s stock. Therefore, RIHI has the ability to significantly influence all matters submitted to a vote of our
stockholders.
In addition, RIHI’s entire economic interest in us is in the form of its direct interest in RMCO through the ownership of RMCO
common units, the payments it may receive from us under its tax receivable agreement and the proceeds it may receive upon
any redemption of its RMCO common units, including issuance of shares of our Class A common stock, upon any such
redemption and any subsequent sale of such Class A common stock. As a result, RIHI’s interests may conflict with the interests
of our Class A common stockholders. For example, RIHI may have a different tax position from us which could influence its
decisions regarding certain transactions, especially in light of the existence of the tax receivable agreements, including whether
and when we should terminate the tax receivable agreements and accelerate our obligations thereunder. In addition, RIHI could
have an interest in the structuring of future transactions to take into consideration its tax or other considerations, even in
situations where no similar considerations are relevant to us.
RIHI directly (through ownership of our Class B common stock) and indirectly (through ownership of RMCO common
units) owns interests in us, and RIHI has the right to redeem and cause us to redeem, as applicable, such interests
pursuant to the terms of the RMCO, LLC agreement. We may elect to issue shares of Class A common stock upon
such redemption, and the issuance and sale of such shares may have a negative impact on the market price of our
Class A common stock.
In connection with our IPO, RMCO entered into the RMCO, LLC agreement, and subject to certain restrictions set forth therein,
RIHI is entitled to potentially redeem the RMCO common units it holds for an aggregate of up to 12,559,600 shares of our Class
A common stock, subject to customary adjustments. We also have entered into a registration rights agreement pursuant to
which the shares of Class A common stock issued upon such redemption are eligible for resale, subject to certain limitations set
forth therein.
We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that future issuances and sales
of shares of our Class A common stock may have on the market price of our Class A common stock. Sales or distributions of
substantial amounts of our Class A common stock, including shares issued in connection with an acquisition, or the perception
that such sales or distributions could occur, may cause the market price of our Class A common stock to decline.
Our tax receivable agreements require us to make cash payments based upon future tax benefits to which we may
become entitled. The amounts that we may be required to pay could be significant, may be accelerated or deferred in
certain circumstances and could significantly exceed the actual tax benefits that we ultimately realize.
In connection with our IPO, we entered into tax receivable agreements that are currently held by RIHI and Parallaxes Rain Co-
Investment, LLC (“Parallaxes” and together, the “TRA Parties”). The amount of the cash payments that we may be required to
make under the tax receivable agreements could be significant and will depend, in part, upon facts and

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circumstances that are beyond our control. To the extent that we are unable to make timely payments under tax receivable 
agreements for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid.  
The tax receivable agreements provide that if certain mergers, asset sales, other forms of business combination, or other
changes of control were to occur, or that if, at any time, we elect an early termination of the tax receivable agreements, then our
obligations, or our successor’s obligations, to make payments under the tax receivable agreements would be based on certain
assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax
benefits that are subject to the tax receivable agreements.
As a result, (i) we could be required to make cash payments to the TRA Parties that are greater than the specified percentage
of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the tax receivable agreements, and
(ii) if we elect to terminate the tax receivable agreements early, we would be required to make an immediate cash payment
equal to the present value of the anticipated future tax benefits that are the subject of the tax receivable agreements, which
payment may be made significantly in advance of the actual realization, if any, of such future tax benefits.
We will also not be reimbursed for any cash payments previously made to the TRA Parties (or their predecessors) pursuant to
the tax receivable agreements if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and
are ultimately disallowed. Instead, any excess cash payments made by us to either of the TRA Parties will be netted against
any future cash payments that we might otherwise be required to make under the terms of the tax receivable agreements.
However, we might not determine that we have effectively made an excess cash payment to either of the TRA Parties for a
number of years following the initial time of such payment. As a result, it is possible that we could make cash payments under
the tax receivable agreements that are substantially greater than our actual cash tax savings.
We have significant debt service obligations and may incur additional indebtedness in the future.
We have significant debt service obligations, including principal, interest and commitment fee payments due quarterly pursuant
to RE/MAX, LLC’s Senior Secured Credit Facility. Our currently existing indebtedness, or any additional indebtedness we may
incur, could require us to divert funds identified for other purposes for debt service and impair our liquidity position. If we cannot
generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets or issue
additional equity to obtain necessary funds. We do not know whether we would be able to take such actions on a timely basis,
on terms satisfactory to us, or at all. Future indebtedness may impose additional restrictions on us, which could limit our ability
to respond to market conditions, to make capital investments or to take advantage of business opportunities. Our level of
indebtedness has important consequences to you and your investment in our Class A common stock.
We face risks related to our cash position and liquidity if we are unable to access our line of credit or other sources of
financing.
Historically, the resiliency of our operation model, which translates to the cash generative nature of our financial model, has 
allowed us to generate positive cash flows in periods of economic strength and weakness. However, given the litigation 
settlements and overall economic climate for the housing and mortgage markets, the risk of weakened cash generation has 
increased. Additionally, the current market conditions and allocating cash to the U.S. and Canadian Settlement Agreements (as 
defined in Note 13) have reduced our cash balances while also facing a decrease in revenue. We could continue to face strains 
on cash flows until the markets improve notably. Lastly, lower stock prices also limit our ability to raise capital in the form of 
equity. If we are not able to access capital in the form of equity, we may be required to rely on other sources of financing to fund 
our business operations and there can be no assurance that such financing sources will be available or that the terms of such 
alternative financing will not have an adverse effect on our financial condition and results of operation.   
Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts
for us that you might consider favorable.
Our certificate of incorporation and bylaws contain provisions that may make the acquisition of our Company more difficult
without the approval of our Board of Directors. These provisions:
●
establish a classified Board of Directors so that not all members of our Board of Directors are elected at one time;

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●
authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of
which may be issued without stockholder approval, and which may include super voting, special approval, dividend
or other rights or preferences superior to the rights of the holders of common stock;
●
provide that our Board of Directors is expressly authorized to make, alter, or repeal our bylaws;
●
delegate the sole power to our Board of Directors to fix the number of directors;
●
provide the power of our Board of Directors to fill any vacancy on our Board of Directors, whether such vacancy
occurs as a result of an increase in the number of directors or otherwise;
●
eliminate the ability of stockholders to call special meetings of stockholders; and
●
establish advance notice requirements for nominations for elections to our Board of Directors or for proposing
matters that can be acted upon by stockholders at stockholder meetings.
Our certificate of incorporation also contains a provision that provides us with protections similar to Section 203 of the Delaware
General Corporation Law, and prevents us from engaging in a business combination with a person who acquires at least 15%
of our common stock for a period of three years from the date such person acquired such common stock unless board or
stockholder approval is obtained prior to the acquisition, except that David and Gail Liniger are deemed to have been approved
by our Board of Directors, and thereby not subject to these restrictions. These anti-takeover provisions and other provisions
under Delaware law could discourage, delay or prevent a transaction involving a change in control of our Company, even if
doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it more difficult for
you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.
Risks Related to Governmental Regulations
Our franchising activities are subject to a variety of laws and regulations regarding franchises, and any failure to
comply with such existing or future laws and regulations could adversely affect our business.
In the U.S., the sale of franchises is regulated by various state laws as well as by the Federal Trade Commission (“FTC”). The
FTC requires that franchisors make extensive disclosure to prospective franchisees but does not require registration. A number
of states require registration and/or disclosure in connection with franchise offers and sales. In addition, several states have
“franchise relationship laws” or “business opportunity laws” that limit the ability of franchisors to terminate franchise agreements
or to withhold consent to the renewal or transfer of these agreements.
In Canada, the sale of franchises is regulated at the provincial level. Currently, seven of the 13 provinces and territories have
passed legislation requiring franchisors to provide extensive disclosure in connection with franchise sales. Provincial laws also
impose duties on the conduct of the franchisee-franchisor relationship.
We believe that our franchising procedures comply in all material respects with both the FTC guidelines and all applicable U.S.
state and Canadian provincial laws regulating franchising in those jurisdictions in which we offer franchises. However,
noncompliance could reduce anticipated revenue, which in turn may materially and adversely affect our business and operating
results.
The real estate and mortgage businesses are highly regulated and any failure to comply with such regulations or any
changes in such regulations could adversely affect our business.
The businesses of our franchisees are highly regulated and are subject to requirements governing the licensing and conduct of
real estate and mortgage brokerages and brokerage-related businesses in the jurisdictions in which they do business.
Our franchisees must comply with RESPA. RESPA and comparable state statutes, among other things, restrict payments which
real estate brokers, agents, mortgage brokers, loan originators and other settlement service providers may receive for the
referral of business to other settlement service providers in connection with the closing of real estate transactions. Such laws
may to some extent restrict preferred vendor arrangements involving our franchisees. RESPA and similar state laws also
require timely disclosure of certain relationships or financial interests that a broker has with providers of real estate settlement
services.

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25
There is a risk that we and our franchisees could be adversely affected by current laws, regulations or interpretations or that
more restrictive laws, regulations or interpretations will be adopted in the future that could make compliance more difficult or
expensive.
We, or our franchisees, are also subject to various other rules and regulations such as:
●
the Gramm-Leach-Bliley Act, which governs the disclosure and safeguarding of consumer financial information;
●
The Mortgage Acts and Practices (“MAP”) Advertising Rule;
●
The Federal Trade Commission’s Franchise Rule;
●
State franchise laws and regulations;
●
the European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act, the
Personal Information Protection and Electronic Documents Act (Canada); and various other laws protecting
consumer data;
●
the USA PATRIOT Act and the proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada);
●
restrictions on transactions with persons on the Specially Designated Nationals and Blocked Persons list
promulgated by the Office of Foreign Assets Control of the Department of the Treasury;
●
federal, state, and provincial “Do Not Call,” “Do Not Fax,” and “Do Not E-Mail” laws;
●
the Fair Housing Act and National Housing Act (Canada);
●
laws and regulations, including the Foreign Corrupt Practices Act, that impose sanctions on improper payments;
●
laws and regulations in jurisdictions outside the U.S. in which we do business;
●
federal, state, and provincial employment, workplace and taxation laws and regulations, including any changes that
would require reclassification of independent contractors to employee status, and wage and hour regulations; and
●
consumer fraud statutes.
Our or our franchisees’ failure to comply with any of the foregoing laws and regulations may result in fines, penalties, injunctions
and/or potential criminal charges. Any changes to these laws or regulations or any new laws or regulations may make it more
difficult for us to operate our business and may have a material adverse effect on our operations.
Financing for homebuyers in the U.S. and Canada is regulated and a lack of residential real estate market financing at
favorable rates and on favorable terms could have a material adverse effect on our financial performance and results
of operations.
Our business is significantly impacted by the availability of financing at favorable rates or on favorable terms for homebuyers,
which may be affected by changing macro-economic conditions as well as government regulations and policies.
The monetary policy of the U.S. and Canadian governments, and particularly the Federal Reserve Board and the Bank of
Canada, which regulate the supply of money and credit, significantly affects the availability of financing at favorable rates and
on favorable terms, which in turn affects the real estate markets. Changes in the Federal Reserve Board’s and the Bank of
Canada’s policies, as well as laws or regulations at the national, state, or provincial level are beyond our control, are difficult to
predict, and could restrict the availability of financing on reasonable terms at favorable interest rates for homebuyers, which
could have a material adverse effect on our business, results of operations and financial condition.
In addition, a reduction in government support for home financing, including the possible winding down or privatization of
Government-Sponsored Enterprises (“GSEs”) could further reduce the availability of financing for homebuyers in the U.S.
residential real estate market. No consensus has emerged in Congress concerning potential reforms relating to Fannie Mae
and Freddie Mac and a potential transition to alternative structures for the secondary market, so we cannot predict either the
short or long term-effects of such regulation and its impact on homebuyers’ ability to finance and purchase homes.

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26
Lenders may from time to time tighten their underwriting standards or cease to offer subprime and other alternative mortgage
products in the marketplace. If mortgage loans are difficult to obtain, the ability and willingness of prospective buyers to finance
home purchases or to sell their existing homes could be adversely affected, which would adversely affect our operating results.
While we are continuing to evaluate all aspects of legislation, regulations and policies affecting the real estate market, we
cannot predict whether or not such legislation, regulation and policies may increase down payment requirements, increase
mortgage costs, or result in increased costs and potential litigation for housing market participants, any of which could have a
material adverse effect on our financial condition and results of operations.
General Risks
Cyberattacks, security breaches and improper access to, disclosure or deletion of our data, personally identifiable
information we collect, or business records could harm our business, damage our reputation and cause losses.
Our information technologies and systems and those of our third-party hosted services are vulnerable to breach, damage or
interruption from various causes, including: (i) natural disasters, war and acts of terrorism, (ii) power losses, computer systems
failure, Internet and telecommunications or data network failures, operator error, losses and corruption of data, and similar
events, and (iii) employee error, malfeasance or otherwise. Of particular risk and focus in recent years is the potential
penetration of internal or outsourced systems by individuals seeking to disrupt operations or misappropriate information (aka,
cyberattacks). Cyberattacks, including the use of phishing and malware, continue to grow in sophistication making it impossible
for us to mitigate all of these risks. Any extended interruption of our systems or exposure of sensitive data to third parties could
cause significant damage to our business or our brand, for which our business interruption insurance may be insufficient to
compensate us for losses that may occur.
In addition, we rely on the collection and use of personally identifiable information from franchisees, agents and consumers to
conduct our business and in certain instances such data may include social security numbers, payment card numbers, or
customer financial information. Global privacy legislation (including the GDPR regulations in the European Union), enforcement
and policy activity are rapidly expanding and creating a complex compliance environment. Changes in these laws may limit our
data collection, use, and disclosure, and may require increased expenditures by us or may dictate that we not offer certain
types of services. For example, several states in the U.S. such as California, Colorado, Connecticut, Virginia, and Utah, among
others, have enacted comprehensive consumer privacy laws which require covered businesses to, among other things, provide
disclosures to consumers regarding the collection, use and disclosure of such consumers’ personal information and afford such
consumers new rights with respect to their personal information, including the right to opt out of the sale or sharing of personal
information and targeted advertising. We believe that further increased regulation in additional jurisdictions is likely in the area
of data privacy. We may be subject to legal claims and regulatory scrutiny if we misuse or improperly store the personally
identifiable information that we collect, if we fail to timely honor consumer rights requests, or if we are the victim of a
cyberattack that results in improper access to such personally identifiable information. Any legal claims, government action or
damage to our reputation due to actions, or the perception that we are taking actions, inconsistent with the terms of our privacy
statement, consumer expectations, or privacy-related or data protection laws and regulations, could expose us to liability and
adversely impact our business and results of operations.
The increased use and rapid advancement of artificial intelligence technologies may introduce additional risks. For example,
more sophisticated AI tools may intensify cybersecurity and data‑privacy risks. Although the Company has implemented policies
governing employee use of AI technologies, improper or unauthorized use of such tools could result in unintended access to, or
disclosure of, confidential, proprietary, or personally identifiable information.
Expectations of the Company relating to environmental, social and governance factors may impose additional costs
and expose us to new risks.
There is an increasing focus from certain investors, employees and other stakeholders concerning corporate responsibility,
specifically related to environmental, social and governance factors. Some investors may use these factors to guide their
investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate
responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased
to meet growing investor demand for measurement of corporate responsibility performance. The criteria by which companies’
corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to
undertake costly initiatives to satisfy such new criteria. If we elect not to or are

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27
unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are
inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not
meet the standards set by various constituencies. Furthermore, if our competitors’ corporate responsibility performance is
perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In addition, in
the event that we communicate certain initiatives and goals regarding environmental, social and governance matters, we could
fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such
initiatives or goals. If we fail to satisfy the expectations of investors, employees and other stakeholders or our initiatives are not
executed as planned, our reputation and financial results could be materially and adversely affected.
Failure to maintain effective internal controls over financial reporting could have a material adverse effect on our
business and stock price.
Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations,
including the possibility of human error. Even effective internal controls can provide only reasonable assurance with respect to
the preparation and fair presentation of financial statements. If we fail to maintain adequate internal controls, including any
failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and
operating results could be harmed and we could fail to meet our financial reporting obligations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
RE/MAX Holdings, Inc.’s (collectively, “Holdings”, the “Company” “we”, “our” or “us”) cybersecurity program is managed by a
dedicated Information Security Officer (“ISO”) who is responsible for leading comprehensive cybersecurity strategy, policy,
standards, architecture, and processes. Cybersecurity risks are assessed, identified and managed as part of the cybersecurity
program and as part of the Company’s enterprise risk management (“ERM”) program, which include, among other aspects,
evaluation of cybersecurity specific threats, vulnerability and access management, incident response, monitoring and third-party
risk management. We actively engage with internal and external experts and collaborate with our vendors and other third
parties on threat intelligence, vulnerability management, and incident response. We provide our employees with periodic
training and information on cybersecurity risks and threats, and we also provide educational resources and information to our
franchisees about cybersecurity risks and threats.
Holdings has established a dedicated incident response and reporting team comprising cross-functional members across the
Company. This team is responsible for identifying, assessing, and effectively managing cybersecurity incidents ensuring a
comprehensive and coordinated approach to cybersecurity incident management. This team also facilitates the reporting of
material cybersecurity incidents.
Oversight of cybersecurity risks and the cybersecurity program is primarily the responsibility of the Company’s management,
including the Chief Digital Information Officer (“CDIO”), and oversight of management is the responsibility of our Board of
Directors (the “Board”), primarily through the Audit Committee. The ISO leads periodic reviews and discussions with senior
management and the Audit Committee, including results of testing and training, initiatives to continuously improve cybersecurity
measures and policies, and implementation of new technologies. In addition, the ISO provides regular updates in areas such as
rapidly evolving cybersecurity threats, cybersecurity technologies and solutions deployed internally, and major cybersecurity risk
areas and efforts to mitigate those risks.
To date we have not experienced any cybersecurity incidents that have materially affected our business, results of operations or
financial condition. We have also not identified any risks from cybersecurity threats, including those arising from previous
cybersecurity incidents, that have materially affected the Company, or are reasonably likely to materially affect the Company,
including its business strategy, results of operations, or financial condition. Although we have adopted various processes and
preventative measures with the objective of preventing breaches and minimizing the risks from cybersecurity matters, given the
nature of cybersecurity threats which are constantly evolving over time, there is no guarantee that the Company, including its
business strategy, results of operations or financial condition, will not be adversely affected by such threats or that our
preventative measures and processes will be effective. For further discussion of the Company’s risk related to cybersecurity,
see the risk factor “Cyberattacks, security breaches and

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28
improper access to, disclosure or deletion of our data, personally identifiable information we collect, or business records could
harm our business, damage our reputation and cause losses” in Part I, Item 1A of this Form 10-K.
ITEM 2. PROPERTIES
Our corporate headquarters is located in leased offices in Denver, Colorado. The lease consists of approximately 231,000
square feet and expires in April 2028.
ITEM 3. LEGAL PROCEEDINGS
As disclosed in Note 13, Commitments and Contingencies, from time to time we are involved in litigation, claims and other
proceedings relating to the conduct of our business, and the disclosures set forth in Note 13 relating to certain legal matters is
incorporated herein by reference. Such litigation and other proceedings may include, but are not limited to, actions relating to
intellectual property, commercial arrangements, franchising arrangements, brokerage disputes, vicarious liability based upon
conduct of individuals or entities outside of our control including franchisees and independent agents, and employment law
claims. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable
resolutions could occur. Often these cases raise complex factual and legal issues, which are subject to risks and uncertainties
and could require significant time and resources from management. Although we do not believe any currently pending litigation
will have a material adverse effect on our business, financial condition or operations, there are inherent uncertainties in litigation
and other claims and regulatory proceedings and such pending matters could result in unexpected expenses and liabilities and
might materially adversely affect our business, financial condition or operations, including our reputation.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Our Class A common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “RMAX”. As of February 18,
2026, we had 34 stockholders of record of our Class A common stock. This number does not include stockholders whose stock
is held in nominee or street name by brokers. All shares of Class B common stock are owned by RIHI, Inc. (“RIHI”), and there is
no public market for these shares.
We did not declare any share dividends during 2025 and 2024. For the first three quarters during the calendar year ended
December 31, 2023, we declared and paid a $0.23 per share dividend, respectively. The timing and amount of dividends are
subject to approval and declaration by our Board of Directors and depend on a variety of factors, including the financial results
and cash flows of RMCO, LLC and its consolidated subsidiaries (“RMCO”), distributions we receive from RMCO, cash
requirements and financial condition, our ability to pay dividends under our senior secured credit facility and any other
applicable contracts, and other factors deemed relevant by our Board of Directors. During the fourth quarter of 2023, in light of
the litigation settlement (See Note 13, Commitments and Contingencies) and ongoing challenging housing and mortgage
market conditions, the Company’s Board of Directors suspended the Company’s quarterly dividend and therefore no dividends
have been paid since. All dividends declared and paid (if any) will not be cumulative. See Note 5, Earnings (Loss) Per Share
and Dividends, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further
information.
Performance Graph
The following graph and table depict the total return to stockholders from December 31, 2020 through December 31, 2025,
relative to the performance of a selected peer group and the Russell 2000 Index. The Company’s selected peer group includes
Anywhere Real Estate Inc., Compass, Inc., Douglas Elliman Inc., eXp World Holdings, Inc., Fathom Holdings Inc., and The
Real Brokerage Inc. The graph assumes that $100 was invested at the closing price on December 31, 2020 and that all
dividends were reinvested.

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29
The performance graph is not intended to be indicative of future performance. The performance graph shall not be deemed
“soliciting material” or to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not
be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act.
Comparison of Cumulative Five-Year Return
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets forth stock repurchases of our Class A common stock for the three months ended December 31, 2025:
Approximate Dollar
Total Number of Shares
Value of Shares that
Purchased as part of
May Yet be
Publicly Announced
Average Price
 Purchased Under the 
Period
Plans or Programs (a)
Paid Per Share
Plans or Programs
Oct 1-31
 —
$
 —
$
 62,491,567
Nov 1-30
 —
$
 —
$
 62,491,567
Dec 1-31
 —
$
 —
$
 62,491,567
Total
 —
(a) In January 2022, our Board of Directors authorized a common stock repurchase program of up to $100 million. As of
December 31, 2025, $62.5 million remains available under the program. All repurchase activity ceased in the first quarter of
2023 in light of challenging housing and mortgage market conditions and subsequently the third quarter of 2023 litigation
settlement (see Note 13, Commitments and Contingencies).
ITEM 6. Reserved

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30
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our consolidated financial statements and
accompanying notes thereto (“financial statements”) included elsewhere in this Annual Report on Form 10-K. This
Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements.
See “Forward-Looking Statements” and “Item 1A.—Risk Factors” for a discussion of the uncertainties, risks and assumptions
associated with these statements. Actual results may differ materially from those contained in any forward-looking statements.
The historical results of operations discussed in this Management’s Discussion and Analysis of Financial Condition and Results
of Operations are those of RE/MAX Holdings, Inc. (“Holdings”) and its consolidated subsidiaries (collectively, the “Company,”
“we,” “our” or “us”).
Executive Summary
Business Overview
We are one of the world’s leading franchisors in the real estate industry. We franchise real estate brokerages globally under the
RE/MAX® brand (“REMAX”) and mortgage brokerages in the U.S. under the Motto Mortgage brand (“Motto”). We also sell
ancillary products and services to our franchise networks, including affiliate spend on marketing services within the Marketing
as a Service (“MaaS”) platform to our REMAX network, loan processing services to our Motto network and other third parties
through our wemlo® brand and advertisements on and lead generation services from our flagship websites www.remax.com 
and www.remax.ca.  REMAX and Motto are 100% franchised. We do not own any of the brokerages that operate under the 
REMAX and Motto brands but provide the right to use our brands and a unique value proposition to support our franchisees as 
they fund their own growth and development. As a result, we maintain a low fixed-cost structure which, combined with our 
recurring fee-based models, enables us to capitalize on the economic benefits of the franchising model, yielding high margins 
and significant cash flow.  We are focused on operating our business as efficiently and effectively as possible, maintaining a 
growth mindset, and delivering the absolute best customer experience.  We provide quality education, innovative technology 
products, valuable marketing and we leverage our size and scale to continue to build the strength of our brands and enhance 
our competitive advantages.
To best serve our customers, we are organized into the following segments based on the services we provide:
●
Real Estate, which includes our REMAX brand along with corporate-wide shared services expenses;
●
Mortgage, which includes our Motto Mortgage and wemlo brands; and
●
Marketing Funds, which includes our collective franchise marketing funds, which operate at no profit.
Financial and Operational Highlights
In 2025, our global agent network reached to a record 148,500 agents, with three consecutive quarters of stabilization in U.S.
agent count and relatively flat activity in Canada, despite challenging housing and mortgage market conditions in the U.S. and
Canada and broader economic uncertainty. These macro factors contributed to declines in U.S. REMAX agent count, open
Motto offices, and total revenue.
Although the macroeconomic environment has presented several uncontrollable challenges, we continue to focus on growth 
initiatives to elevate and expand the value proposition for our affiliates that are designed to empower them to win more 
business, save time and build more profitable businesses.  
We continued to invest in growth initiatives to strengthen our value proposition and support franchisee, agent and loan
originator success. In early 2025, we launched refreshed, digital-first branding, followed by the introduction of AspireSM, an
optional performance-based economic model designed to improve recruiting and onboarding of new-to-REMAX agents by
sharing a higher portion of the economic risk and reducing fixed fees. During an Aspire agent’s first year with REMAX, a
franchisee pays REMAX 5% of their gross commission income (paid after each closing) up to an annual maximum of $5,000, a
$25 per-transaction fee and the standard $410 annual dues. For offices who have agents participating in Aspire (or any cap
program), Broker fees are estimated and recognized ratably on a straight-line basis over a one-year period. Aspire program
adoption is early but encouraging, now with approximately 2,000 agents participating in the program.

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31
In September 2025, we introduced the AscendSM and AppreciateSM programs, providing additional flexible economic models for
new and existing agents. The Ascend program offers an approximate 45% reduction in fixed fees, an annual per agent
maximum on Broker Fees of $3,000, a $25 per-transaction fee and the standard $410 per agent of annual dues. The Ascend
program allows franchisees to benefit from a cash flow perspective as an increase in the proportion of their fees are variable
and more closely connected to the timing of closed transactions and commissions.
Franchisees who choose to adopt the Ascend program have three options: Option one, remain on their current plan but recruit 
new agents under Aspire.  After a year, those Aspire agents would shift to the brokerage’s current plan. Option two, shift the 
entire brokerage to Ascend, with any new agents recruited under Aspire transitioning to Ascend after their first year. Option 
three, adopt a hybrid structure, keeping existing agents on their current plan, while providing the widest range of options in 
recruiting by placing new agents on either Aspire, Ascend or the brokerage’s current model.
The Appreciate program replaces our existing retirement plan for eligible agents aged 70 or older with at least 10 years of
experience with REMAX. Appreciate eliminates monthly fees in favor of a $100 transaction fee, a 5% Broker Fee and reduced
annual dues of $99.
We also expanded our technology and marketing offerings with the launch of Marketing as a Service (MaaS), an AI-enabled
platform that simplifies marketing for affiliates in the U.S. and Canada, where we generate revenue from affiliate spend on
marketing services within the platform. We continued to invest in our flagship websites, remax.com, remax.ca, and
mottomortgage.com to enhance consumer engagement, agent productivity, and revenue diversification.
These enhancements contributed to renewed momentum in agent recruitment, including the largest conversion in Company
history in January 2026, when more than 1,200 agents across 17 offices joined the REMAX network in the Greater Toronto
Area.
These factors contributed to the following results for the year and period ended December 31, 2025:
(Compared to the year and period ended December 31, 2024, unless otherwise noted)
●
Total revenue of $291.6 million, a decrease of 5.2% from the prior year.
●
Revenue excluding the Marketing Funds(a), decreased 4.3% to $218.8 million which was driven by negative organic
growth of 3.9% and adverse foreign currency movements of 0.4%.
●
Net income attributable to RE/MAX Holdings, Inc. of $8.2 million, compared to $7.1 million in the prior year.
●
Adjusted EBITDA(a) decreased 4.1% to $93.7 million and Adjusted EBITDA margin(a) increased 30 basis points from
the prior year to 32.1%.
●
Total agent count increased by 1.4% to 148,660 agents.
●
U.S. and Canada combined agent count decreased 4.6% to 72,977 agents.
●
Total open Motto Mortgage offices decreased 24.0% to 171 offices.
(a) See “—Non-GAAP Financial Measures” for further discussion of Adjusted EBITDA and Adjusted EBITDA margin and a
reconciliation of the differences between Adjusted EBITDA and net income (loss), which is the most comparable U.S.
generally accepted accounting principles (“U.S. GAAP”) measure for operating performance. Adjusted EBITDA margin
represents Adjusted EBITDA as a percentage of Total revenue. Revenue excluding the Marketing Funds is a non-GAAP
measure of financial performance that differs from U.S. GAAP. Revenue excluding the Marketing Funds is calculated
directly from our consolidated financial statements as Total revenue less Marketing Funds fees.
The Financial and Operational Highlights, Results of Operations and Sources and Uses of Cash, for the years ended December
31, 2024 and 2023 and as compared to the years ended December 31, 2023 and 2022, respectively, has been previously
disclosed in Item 7 of our 2024 Annual Report on Form 10-K and in Item 7 of our 2023 Annual Report on Form 10-K, and are
incorporated herein by reference.

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32
Key Performance Indicators
Operating Performance Indicators
We believe that agent count (especially in the U.S. and Canada), open Motto offices, and growing franchise sales across both
brands are key operating measures of our success.
Financial Performance Indicators
We believe that revenue growth excluding the Marketing Funds and Adjusted EBITDA (both in dollars and margin) are key
financial measures of our success.
Revenue Growth. The Marketing Funds operate at no profit; accordingly, there is no impact to overall profitability of the
Company from these revenues. Because the Marketing Funds do not contribute to operating profit, we do not consider
Marketing Funds revenue changes a part of our key performance indicators.
We review year-over-year revenue growth excluding the Marketing Funds as a key measure of our success in addressing
customer needs. We measure revenue growth in terms of organic, acquisitive, and foreign currency impacts. We define these
components as follows:
●
Organic – We define organic revenue growth as total revenue growth other than the Marketing Funds, acquisitions
and foreign currency movements. Organic revenue growth can be achieved through many means, including by
growing our REMAX agent count, selling and maintaining more open franchises, especially Motto franchises, and
increasing home prices.
●
Acquisitive – We define acquisitive revenue as the revenue generated from acquired products and services from the
date of acquisition to the first anniversary date of that acquisition.
●
Foreign currency – We define the foreign currency impact on revenue as the difference between current revenue
measured at current exchange rates and current revenue measured at the corresponding prior period exchange rates.
Due to the significance of revenue transacted in foreign currencies, we believe it is important to measure the impact of
foreign currency movements on revenue.
Adjusted EBITDA. Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See “—Non-GAAP
Financial Measures” for further discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of the
differences between Adjusted EBITDA and net income (loss), which is the most comparable GAAP measure for operating
performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue.

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33
Selected Operating and Financial Highlights
The following tables summarize several key performance indicators and our results of operations for the last three years.
December 31, 
2025 vs. 2024
2024 vs. 2023
2025
2024
2023
#
%
#
%
Agent Count:
U.S.
Company-Owned Regions
 41,998
 44,911
 48,401
 (2,913)
 (6.5)%
 (3,490)
 (7.2)%
Independent Regions
 6,167
 6,375
 6,730
 (208)
 (3.3)%
 (355)
 (5.3)%
U.S. Total
 48,165
 51,286
 55,131
 (3,121)
 (6.1)%
 (3,845)
 (7.0)%
Canada
Company-Owned Regions
 19,803
 20,311
 20,270
 (508)
 (2.5)%
 41
 0.2 %
Independent Regions
 5,009
 4,860
 4,898
 149
 3.1 %
 (38)
 (0.8)%
Canada Total
 24,812
 25,171
 25,168
 (359)
 (1.4)%
 3
 — %
U.S. and Canada Total
 72,977
 76,457
 80,299
 (3,480)
 (4.6)%
 (3,842)
 (4.8)%
Outside U.S. and Canada
Independent Regions
 75,683
 70,170
 64,536
 5,513
 7.9 %
 5,634
 8.7 %
Outside U.S. and Canada Total
 75,683
 70,170
 64,536
 5,513
 7.9 %
 5,634
 8.7 %
Total
 148,660
 146,627
 144,835
 2,033
 1.4 %
 1,792
 1.2 %
REMAX open offices:
U.S.
 2,978
 3,139
 3,340
 (161)
 (5.1)%
 (201)
 (6.0)%
Canada
 920
 938
 956
 (18)
 (1.9)%
 (18)
 (1.9)%
U.S. and Canada Total
 3,898
 4,077
 4,296
 (179)
 (4.4)%
 (219)
 (5.1)%
Outside U.S. and Canada
 4,703
 4,658
 4,726
 45
 1.0 %
 (68)
 (1.4)%
Total
 8,601
 8,735
 9,022
 (134)
 (1.5)%
 (287)
 (3.2)%
Motto open offices (1):
 171
 225
 246
 (54)
 (24.0)%
 (21)
 (8.5)%
Year Ended December 31, 
2025 vs. 2024
2024 vs. 2023
2025
2024
2023
#
%
#
%
REMAX franchise sales:
U.S.
 108
 109
 184
 (1)
 (0.9)%
 (75)
 (40.8)%
Canada
 24
 36
 37
 (12)
 (33.3)%
 (1)
 (2.7)%
U.S. and Canada Total (2)
 132
 145
 221
 (13)
 (9.0)%
 (76)
 (34.4)%
Outside U.S. and Canada
 732
 654
 727
 78
 11.9 %
 (73)
 (10.0)%
Total
 864
 799
 948
 65
 8.1 %
 (149)
 (15.7)%
Motto franchise sales:
 12
 26
 27
 (14)
 (53.8)%
 (1)
 (3.7)%
(1) During the fourth quarter of 2025, we made the strategic decision to terminate approximately 80 Motto franchisees who
were receiving significant financial relief or were otherwise not performing from an operational perspective. As a result,
fewer Motto franchisees were receiving short-term financial assistance as of December 31, 2025. As of December 31,
2025, 2024 and 2023, there were 19, 53 and 56 offices, respectively, that we were offering short-term financial relief and
are temporarily not billed or are deferred.
(2) Franchise sales includes team office sales.   

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34
Year Ended December 31, 
2025
2024
2023
Total revenue
$
 291,601
$
 307,685
$
 325,671
Total selling, operating and administrative expenses
$
 146,702
$
 152,258
$
 171,548
Operating income (loss)
$
 47,043
$
 40,181
$
 (10,637)
Net income (loss)
$
 13,433
$
 8,077
$
 (98,486)
Net income (loss) attributable to RE/MAX Holdings, Inc.
$
 8,153
$
 7,123
$
 (69,022)
Adjusted EBITDA (1)
$
 93,721
$
 97,700
$
 96,288
Adjusted EBITDA margin (1)
 32.1 %  
 31.8 %  
 29.6 %  
(1) See “—Non-GAAP Financial Measures” for further discussion of Adjusted EBITDA and Adjusted EBITDA margin and a
reconciliation of the differences between Adjusted EBITDA and net income (loss), which is the most comparable U.S.
GAAP measure for operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total
revenue.
Results of Operations
Year Ended December 31, 2025 vs. Year Ended December 31, 2024
Revenue
A summary of the components of our revenue is as follows (in thousands except percentages):
Year Ended
Change
December 31, 
Favorable/(Unfavorable)
2025
2024
$
%
Revenue:
Continuing franchise fees
$
 112,865
$
 122,011
$
 (9,146)
 (7.5)%
Annual dues
 30,462
 32,188
 (1,726)
 (5.4)%
Broker fees
 53,691
 51,816
 1,875
 3.6 %
Marketing Funds fees
 72,835
 78,983
 (6,148)
 (7.8)%
Franchise sales and other revenue
 21,748
 22,687
 (939)
 (4.1)%
Total revenue
$
 291,601
$
 307,685
$
 (16,084)
 (5.2)%
Continuing Franchise Fees
Revenue from Continuing franchise fees decreased primarily due to a reduction in U.S. agent count and, to a lesser extent,
incentives related to modifications to the Company’s standard fee models, including the Aspire program, which resulted in a
corresponding increase in Broker Fees.
Broker Fees
Revenue from Broker fees increased primarily due to recently introduced incentives related to modifications to the Company’s
standard fee models, including the Aspire program, which resulted in a corresponding decrease to Continuing franchise fees. In
addition, higher average home sales prices in the U.S., along with the impact of recognizing Broker fees ratably throughout the
year in the U.S. and Canada for capped programs such as Aspire, further contributed to the increase. These increases were
partially offset by a decline in U.S. agent count.
Marketing Funds Fees and Marketing Funds Expenses
Revenue from Marketing Funds fees decreased primarily due to a reduction in U.S. agent count and incentives related to
modifications to the Company’s standard fee models, including the Aspire program. We recognize an equal and offsetting
amount of expenses to revenue such that there is no impact to our overall profitability.
Franchise Sales and Other Revenue
Franchise sales and other revenue decreased primarily due to a reduction in revenue from previous acquisitions, Franchise
sales revenue, revenue from preferred marketing arrangements and revenue from our annual REMAX agent

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35
convention and other events. These decreases were partially offset by revenue driven by investments in our flagship website
including higher advertising revenue and revenue from our Lead Concierge Program.
Year Ended
Change
December 31, 
Favorable/(Unfavorable)
2025
2024
$
%
Revenue excluding the Marketing Funds:
Total revenue
$
 291,601
$
 307,685
$
 (16,084)
 (5.2)%
Less: Marketing Funds fees
 72,835
 78,983
 (6,148)
 (7.8)%
Revenue excluding the Marketing Funds
$
 218,766
$
 228,702
$
 (9,936)
 (4.3)%
Revenue excluding the Marketing Funds decreased primarily due to negative organic revenue growth of 3.9% and adverse
foreign currency movements of 0.4%. Negative organic revenue growth was driven by a decrease in U.S. agent count, recently
introduced incentives related to modifications to the Company’s standard fee models, including Aspire, a reduction in revenue
from previous acquisitions, lower Mortgage segment revenue and Franchise sales revenue; partially offset by an increase in
Broker fees and revenue from advertising revenue on our flagship websites.
Operating Expenses
A summary of the components of our operating expenses is as follows (in thousands, except percentages):
Year Ended
Change
December 31, 
Favorable/(Unfavorable)
2025
2024
$
%
Operating expenses:
Selling, operating and administrative expenses
$
 146,702
$
 152,258
$
 5,556
 3.6 %
Marketing Funds expenses
 72,835
 78,983
 6,148
 7.8 %
Depreciation and amortization
 25,848
 29,561
 3,713
 12.6 %
Settlement and impairment charges
 (1,542)
 5,483
 7,025
n/m
Change in estimated tax receivable agreement liability
 715
 1,219
 504
n/m
Total operating expenses
$
 244,558
$
 267,504
$
 22,946
 8.6 %
Percent of revenue
 83.9 %
 86.9 %
n/m - not meaningful
Selling, Operating and Administrative Expenses
Selling, operating and administrative expenses consist of personnel costs, professional fee expenses, lease costs and other
expenses. Other expenses within Selling, operating and administrative expenses include certain marketing and production
costs that are not paid by the Marketing Funds, including travel and entertainment costs, and costs associated with our annual
conventions in the U.S. and other events and technology services.

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36
A summary of the components of our selling, operating and administrative expenses is as follows (in thousands, except
percentages):
Year Ended
Change
December 31, 
Favorable/(Unfavorable)
2025
2024
$
%
Selling, operating and administrative expenses:
Personnel
$
 86,834
$
 94,174
$
 7,340
 7.8 %
Professional fees
 14,265
 12,260
 (2,005)
 (16.4)%
Lease costs
 6,260
 6,756
 496
 7.3 %
Other
 39,343
 39,068
 (275)
 (0.7)%
Total selling, operating and administrative expenses
$
 146,702
$
 152,258
$
 5,556
 3.6 %
Percent of revenue
 50.3 %
 49.5 %
Total selling, operating and administrative expenses decreased as follows:
●
Personnel expenses decreased primarily due to an increase in expenses charged to the Marketing Funds, see Note
2, Summary of Significant Accounting Policies for additional information. Also contributing to the decrease was lower
headcount resulting in lower employee compensation and benefit related costs, as well as lower employee retention-
related expenses, and equity-based compensation expense. The aforementioned decreases in personnel expenses
were partially offset by higher severance expenses, further disclosed in Note 2, Summary of Significant Accounting
Policies.
●
Professional fees increased primarily due to higher investments in technology and our flagship websites.
●
Other selling, operating and administrative expenses increased primarily due to an increase in bad debt expense and
losses on sale and disposal of assets; mostly offset by a reduction in expenses from our annual REMAX agent
convention and other events and decreased training costs.
Depreciation and Amortization
Depreciation and amortization expense decreased primarily due to lower franchise agreements amortization expense from prior
years Independent Region acquisitions and from previous acquisitions (excluding Independent Region acquisitions) becoming
fully amortized.
Settlement and Impairment Charges
Settlement and Impairment Charges (2025)
During the first quarter of 2025 we recorded a cost recovery of $2.1 million related to a previous settlement, that was received
in the fourth quarter of 2025 from an escrow fund from a prior acquisition. This was initially recorded to “Settlement and
impairment charges” within the Consolidated Statements of Income (Loss) with a corresponding amount recorded to “Accounts
and notes receivable, net of allowances” within the Consolidated Balance Sheets. This was partially offset by an immaterial
legal matter that was settled during the first quarter of 2025, which is being paid out over twelve months, beginning in the
second quarter of 2025. Activity related to this immaterial legal matter was initially recorded to “Settlement and impairment
charges” within the Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities”
within the Consolidated Balance Sheets. Additionally, we also recorded an immaterial impairment on an office lease in Canada
in the first quarter of 2025 to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) with a
corresponding liability recorded to “Operating lease right of use assets” within the Consolidated Balance Sheets.
Settlement Charges (2024)
In early 2025, REMAX OA reached substantial agreement on monetary terms and business practice changes to resolve the
Canadian competition litigations (as defined in Note 13, Commitments and Contingencies), which includes the payment of a
total settlement amount of $7.8 million Canadian dollars (the “Canadian Settlement Amount”) into an interest-bearing account.
We accrue for matters when losses are both probable and estimable and as a result, during the fourth quarter of 2024, we
recorded the total settlement charge of $7.8 million Canadian dollars (approximately $5.5

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37
million U.S. dollars translated at a weighted average exchange rate) to “Settlement and impairment charges” within the
Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Consolidated
Balance Sheets. As of December 31, 2024, the Canadian Settlement Amount payable was approximately $5.4 million in U.S.
dollars translated at the balance sheet date. The court approved the Canadian Settlement Agreement on October 8, 2025
resulting in a reduction of $7.8 million Canadian dollars (translated to $5.6 million U.S. dollars at the transaction date) in
“Restricted cash” with a corresponding reduction of the liability in “Accrued liabilities” within the Consolidated Balance Sheets.
The corresponding liability in “Accrued liabilities” was also released during 2025. See Note 13, Commitments and
Contingencies for additional information.
Change in Estimated Tax Receivable Agreement Liability
During 2025, we recorded a $0.8 million change in estimated TRA liability and as of December 31, 2025, the Tax Receivable
Agreements (“TRA”) liability of $1.5 million is anticipated to be paid in 2026 for the 2024 tax year. During 2024, we recorded a
$1.2 million change in estimated TRA liability related to the 2024 and 2023 tax years. During 2023, we recorded an increase of
$63.8 million to our valuation allowance on our U.S. net deferred tax assets. In relation to this valuation allowance, we also
remeasured the liability under the TRAs as of December 31, 2023, and recorded a $25.3 million change in estimated TRA
liability.
Other Expenses, Net
A summary of the components of our operating expenses is as follows (in thousands, except percentages):
Year Ended
Change
December 31, 
Favorable/(Unfavorable)
2025
2024
$
%
Other expenses, net:
Interest expense
$
 (31,700)
$
 (36,258)
$
 4,558
 12.6 %
Interest income
 3,580
 3,738
 (158)
 (4.2)%
Foreign currency transaction gains (losses)
 705
 (1,461)
 2,166
n/m
Total other expenses, net
$
 (27,415)
$
 (33,981)
$
 6,566
 19.3 %
Percent of revenue
 9.4 %
 11.0 %
n/m - not meaningful
Other expenses, net decreased primarily due to a decrease in interest expense due to lower interest rates.  Foreign currency
transaction gains (losses) are primarily the result of transactions denominated in the Canadian Dollar and the Canadian dollar
strengthened in comparison to the U.S. dollar between the year ended December 31, 2024 and the year ended December 31,
2025.
Provision for Income Taxes
The Company’s effective tax rate for the year ended December 31, 2025 was 31.6%, compared to (30.3)% for the year ended 
December 31, 2024. The effective tax rate for the year ended December 31, 2025 was higher than the statutory rate primarily 
due to a greater proportion of higher taxed foreign income in comparison to domestic income, foreign taxes that are not 
creditable as the related credits belong to the noncontrolling interest, and the impacts of One Big Beautiful Bill Act (“OBBB”) 
related tax law changes together with a valuation allowance against current year deferred tax assets. The effective income tax 
rate for the year ended December 31, 2024 was lower than the statutory rate primarily driven by the reversal of a valuation 
allowance against certain deferred tax assets due to the execution of tax planning opportunities that resulted in an unusually 
low effective income tax rate.  
Our effective income tax rate depends on many factors, including a rate benefit attributable to the fact that the portion of
RMCO’s earnings attributable to the non-controlling interests are not subject to corporate-level taxes because RMCO is
classified as a partnership for U.S. federal income tax purposes and therefore is treated as a “flow-through entity,” as well as
annual changes in state and foreign income tax rates and geographic mix of business. See Note 4, Non-controlling Interest, for
further details on the allocation of income taxes between Holdings and the non-controlling interest and see Note 11, Income
Taxes, for additional information.

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38
Adjusted EBITDA
See “—Non-GAAP Financial Measures” for our definition of Adjusted EBITDA and for further discussion of our presentation of
Adjusted EBITDA as well as a reconciliation of Adjusted EBITDA to net income (loss), which is the most comparable GAAP
measure for operating performance.
Adjusted EBITDA was $93.7 million for the year ended December 31, 2025, a decrease of $4.0 million from the comparable
prior year period. Adjusted EBITDA decreased primarily due to lower revenue from a decline in U.S. agent count, recently
introduced incentives related to modifications to the Company’s standard fee models, including Aspire, an increase in bad debt
expense, lower revenue from previous acquisitions and lower Franchise sales revenue; partially offset by certain lower
personnel-related expenses.
Non-GAAP Financial Measures
The Securities and Exchange Commission (“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
and Adjusted EBITDA and the ratios related thereto. These measures are derived on the basis of methodologies other than in
accordance with U.S. GAAP.
Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from the U.S. Generally
Accepted Accounting Principles. Revenue excluding the Marketing Funds is calculated directly from our consolidated financial
statements as Total revenue less Marketing Funds fees.
We define Adjusted EBITDA as EBITDA (consolidated net income (loss) before depreciation and amortization, interest expense,
interest income and the provision for income taxes, each of which is presented in our audited financial statements included
elsewhere in this Annual Report on Form 10-K), adjusted for the impact of the following items that are either non-cash or that
we do not consider representative of our ongoing operating performance: 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.
As Adjusted EBITDA omits certain non-cash items and other non-recurring cash charges or other items, we believe that it is
less susceptible to variances that affect our operating performance resulting from depreciation, amortization and other non-cash
and non-recurring cash charges or other items. We present Adjusted EBITDA, and the related Adjusted EBITDA margin,
because we believe they are useful as supplemental measures in evaluating the performance of our operating businesses and
provide greater transparency into our results of operations. Our management uses Adjusted EBITDA and Adjusted EBITDA
margin as factors in evaluating the performance of our business.
Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider these
measures either in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Some of these limitations
are:
●
these measures do not reflect changes in, or cash requirements for, our working capital needs;
●
these measures do not reflect our interest expense, or the cash requirements necessary to service interest or principal
payments on our debt;
●
these measures do not reflect our income tax expense or the cash requirements to pay our taxes;
●
these measures do not reflect the cash requirements to pay dividends to stockholders of our Class A common stock 
and tax and other cash distributions to our non-controlling unitholders;  
●
these measures do not reflect the cash requirements pursuant to the Tax Receivable Agreements (“TRAs”);
●
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;

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39
●
although equity-based compensation is a non-cash charge, the issuance of equity-based awards may have a dilutive
impact on earnings or loss per share; and
●
other companies may calculate these measures differently, so similarly named measures may not be comparable.
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 periods. The exclusion of these charges and costs in future periods will have a significant impact 
on our Adjusted EBITDA. We are not able to provide a reconciliation of anticipated non-GAAP financial information for future 
periods 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.  
A reconciliation of Adjusted EBITDA to net income (loss) is set forth in the following table (in thousands):
Year Ended December 31, 
2025
2024
2023
Net income (loss)
$
 13,433
$
 8,077
$
 (98,486)
Depreciation and amortization
 25,848
 29,561
 32,414
Interest expense
 31,700
 36,258
 35,741
Interest income
 (3,580)
 (3,738)
 (4,420)
Provision for income taxes
 6,195
 (1,877)
 56,947
EBITDA
 73,596
 68,281
 22,196
Settlement and impairment charges (1)
 (1,542)
 5,483
 73,783
Equity-based compensation expense
 16,627
 18,855
 19,536
Fair value adjustments to contingent consideration (2)
 (109)
 (225)
 (533)
Restructuring charges (3)
 2,536
 1,227
 4,210
Change in estimated tax receivable agreement liability (4)
 715
 1,219
 (25,298)
Other adjustments (5)
 1,898
 2,860
 2,394
Adjusted EBITDA
$
 93,721
$
 97,700
$
 96,288
(1) During 2025, we 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, see Note 3, Leases, for additional information on our
leases. During 2024 and 2023, represents the settlements of certain industry class-action lawsuits and other legal
settlements, see Note 13, Commitments and Contingencies, for additional information. During 2023, in connection with our
annual goodwill impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage
segment exceeded its fair value, resulting in an impairment charge to the Mortgage reporting unit goodwill. See Note 7,
Intangible Assets and Goodwill, for additional information.
(2) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of
the contingent consideration liabilities. See Note 10, Fair Value Measurements, to the accompanying consolidated financial
statements for additional information.
(3) During 2025 and 2024, we restructured our support services to further enhance the overall customer experience.
Additionally, during 2023, we announced a reduction in force and reorganization intended to streamline our operations and
yield cost savings over the long term. See Note 2, Summary of Significant Accounting Policies, for additional information.
(4) Change in estimated tax receivable agreement liability is the result of a valuation allowance on deferred tax assets. See
Note 4, Non-controlling Interest and Note 11, Income Taxes, for additional information.
(5) Other adjustments are primarily made up of losses on disposal of assets in 2025 and employee retention related expenses
from our CEO transition in 2024 and 2023.
Liquidity and Capital Resources
Overview of Factors Affecting Our Liquidity
Our liquidity position is influenced by trends in our agent, loan originator, and franchise base, as well as conditions in the real
estate and mortgage markets. Our short-term liquidity position has fluctuated and will continue to be impacted by various
factors, including agent count in the REMAX network—particularly in Company-Owned Regions—and, to a lesser

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40
extent, the number of open Motto offices. Additionally, the timing and scale of new revenue diversification opportunities  may 
also affect our and liquidity.   
(i)
cash receipt of revenues;
(ii)
payment of selling, operating and administrative expenses;
(iii)
net investments in our Real Estate and Mortgage segments;
(iv)
cash consideration for acquisitions and acquisition-related expenses;
(v)
principal payments and related interest payments on our Senior Secured Credit Facility;
(vi)
corporate tax payments paid by the Company;
(vii)
payments to the TRA parties pursuant to the TRA’s;
(viii)
payments related to legal settlements including the settlements of certain industry class-action lawsuits and other
legal settlements;
(ix)
distributions and other payments to non-controlling unitholders pursuant to the terms of RMCO’s limited liability
company operating agreement (“the RMCO, LLC Agreement”);
(x)
dividend payments to stockholders of our Class A common stock; and
(xi)
share repurchases.
We have satisfied our liquidity requirements primarily through our existing cash balances, cash generated by our operations
and funds available under our Senior Secured Credit Facility. We may pursue other sources of capital that may include other
forms of external financing, such as additional financing in the public capital markets, in order to increase our cash position and
preserve financial flexibility as needs arise.
Financing Resources
RMCO and RE/MAX, LLC, a wholly owned subsidiary of RMCO, have a credit agreement with JPMorgan Chase Bank, N.A., as 
administrative agent, and various lenders party thereto (the “Senior Secured Credit Facility”), which was  amended and restated 
on July 21, 2021 to refinance our previous facility. The revised facility provides for a seven-year $460.0 million term loan facility 
which matures on July 21, 2028 and a $50.0 million revolving loan facility, which was amended on September 30, 2025, to 
extend the maturity from July 21, 2026 to April 21, 2028, if any amounts are drawn. The Senior Secured Credit Facility also 
provides for incremental facilities under which RE/MAX, LLC may request to add one or more tranches of term facilities or 
increase any then existing credit facility in the aggregate principal amount of up to $100 million (or a higher amount subject to 
the terms and conditions of the Senior Secured Credit Facility), subject to lender participation. 
The Senior Secured Credit Facility is guaranteed by RMCO and is secured by a lien on substantially all of the assets of
RE/MAX, LLC and other operating companies.
The Senior Secured Credit Facility requires us to repay term loans at approximately $1.2 million per quarter. We are also
required to repay the term loans and reduce revolving commitments with (i) 100% of proceeds of any incurrence of additional
debt not permitted by the Senior Secured Credit Facility, (ii) 100% of proceeds of asset sales and 100% of amounts recovered
under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50% of Excess Cash Flow (or “ECF”)
as defined in the Senior Secured Credit Facility, at the end of the applicable fiscal year if RE/MAX, LLC’s Total Leverage Ratio
(or “TLR”) as defined in the Senior Secured Credit Facility, is in excess of 4.25:1. If the TLR as of the last day of such fiscal year
is equal to or less than 4.25:1 but above 3.75:1, the repayment percentage is 25% of ECF and if our TLR as of the last day of
such fiscal year is less than 3.75:1, no repayment from ECF is required. As of December 31, 2025, no ECF payment was
required because the TLR was below 3.75:1.
The Senior Secured Credit Facility provides for customary restrictions on, among other things, additional indebtedness, liens,
dispositions of property, dividends, share repurchases, other distributions, transactions with affiliates and fundamental changes
such as mergers, consolidations, and liquidations. In general, we can make unlimited restricted payments – including dividends
and share repurchases – if the TLR does not exceed 3.50:1 (both before and after giving effect to such payments). If the TLR
exceeds 3.50:1, we will be generally limited in the amount of restricted payments we can make up to the greater of $50 million
or 50% of RE/MAX LLC’s consolidated EBITDA on a trailing twelve-month basis (unless we rely on other restricted payment
baskets available under the Senior Secured Credit Facility).

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41
We calculate the TLR quarterly and it is based on RE/MAX, LLC’s consolidated indebtedness and consolidated EBITDA on a
trailing twelve-month basis, both defined in the Senior Secured Credit Facility. For the twelve-month period ending December
31, 2025, RE/MAX, LLC’s consolidated EBITDA, as defined in the Senior Secured Credit Facility, was $102.6 million and as of
December 31, 2025, the TLR was 3.12:1.
With certain exceptions, any default under any of our other agreements evidencing indebtedness in the amount of $15.0 million
or more constitutes an event of default under the Senior Secured Credit Facility.
Prior to July 2023, borrowings under the term loans and revolving loans accrued interest, at our option on (a) LIBOR, provided
LIBOR was no less than 0.50% plus an applicable margin of 2.50% and, provided further that such rate was adjusted for
reserve requirements for eurocurrency liabilities, if any (the “LIBOR Rate”) or (b) the greatest of (i) the prime rate that was
quoted by the Wall Street Journal, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and (iii) the
one-month Eurodollar Rate plus 1.00%, (such greatest rate, the “ABR”) plus, in each case, an applicable margin of 1.50%. 
After July 2023, due to the transition away from LIBOR, borrowings under the term loans and revolving loans accrue interest, at
our option on (a) the adjusted forward-looking term rate based on the Term Secured Overnight Financing Rate (“Adjusted Term
SOFR”), provided if the Adjusted Term SOFR would be less than 0.50%, the Adjusted Term SOFR shall be deemed to be
0.50%, plus an applicable margin of 2.50% or (b) the greatest of (i) the prime rate as quoted by the Wall Street Journal, (ii) the
NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Adjusted Term SOFR plus
1.00%, (such greatest rate, the “ABR”), provided if the ABR would be less than 1.50%, ABR shall be deemed to be 1.50%, plus
in each case, an applicable margin of 1.50%. As of December 31, 2025, the interest rate on the term loan facility was 6.3%.
If any amounts have been drawn on the $50 million revolving line of credit as of the last day of any fiscal quarter, the terms of
the Senior Secured Credit Facility require the TLR to not exceed 4.50:1 as of the last day of four consecutive fiscal quarters. As
a result, as long as the TLR remains below 4.50:1 access to borrowings under the revolving line of credit will not be restricted. A
commitment fee of 0.5% per annum (subject to reductions) accrues on the amount of unutilized revolving line of credit
regardless of our TLR. As of the date of this report, no amounts were drawn on the revolving line of credit.
As of December 31, 2025, we had $436.8 million of term loans outstanding and no revolving loans outstanding under our
Senior Secured Credit Facility.
Sources and Uses of Cash  
As of December 31, 2025, and 2024, we had $118.7 million and $96.6 million, respectively, in cash and cash equivalents, of
which approximately $29.8 million and $19.7 million were denominated in foreign currencies, respectively.
Year Ended
December 31, 
2025
2024
Cash provided by (used in):
Operating activities
$
 40,878
$
 59,652
Investing activities
 (7,782)
 (5,876)
Financing activities
 (10,750)
 (8,273)
Effect of exchange rate changes on cash
 1,435
 (1,979)
Net change in cash, cash equivalents and restricted cash
$
 23,781
$
 43,524
Operating Activities
Cash provided by operating activities decreased primarily due to a decrease in Adjusted EBITDA, an increase in net settlement
payments (including the release of the Canadian Settlement Amount, partially offset by the receipt of the cost

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42
recovery in connection with a previous settlement from an escrow fund from a prior acquisition), and timing differences on
various operating assets and liabilities, partially offset by lower interest payments.
Investing Activities
For the year ended December 31, 2025, the change in cash used in investing activities was primarily the result of higher spend
on capitalizable investments in technology and certain property and equipment in the current year, a decrease in collections on
loans receivable, and increases in other investments, partially offset by lower spend on leased buildings other than our
corporate headquarters.
Financing Activities
For the year ended December 31, 2025, cash used in financing activities was higher primarily due to higher tax withholding
payments for share-based compensation and timing of contingent consideration payments.
Capital Allocation Priorities
Liquidity
Our objective is to maintain a strong liquidity position. We have existing cash balances, cash flows from operating activities and
access to incremental facilities under our Senior Secured Credit Facility available to support the needs of our business. As
needs arise, we may seek additional financing in the public capital markets.
Acquisitions
As part of our growth strategy, we may pursue additional acquisitions or investments in complementary businesses, services
and technologies that would provide access to new markets, revenue streams, or otherwise complement our existing
operations. We may fund any such growth with various sources of capital including existing cash balances and cash flow from
operations, as well as proceeds from debt financings including under existing credit facilities or new arrangements raised in the
public capital markets.
Capital Expenditures
The total aggregate amount for purchases of property and equipment and capitalization of developed software was $7.4 million,
$6.6 million and $6.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts primarily
relate to investments in technology and spend on property and equipment. Total capital expenditures for 2026 are expected to
be between $9.0 million and $11.0 million. See Financial and Operational Highlights above for additional information.
Return of Capital
In the first three quarters of 2023, as disclosed in Note 5, Earnings Per Share and Dividends, our Board of Directors approved
quarterly cash dividends of $0.23 per share on all outstanding shares of Class A common stock. During the fourth quarter 2023,
in light of the settlement of an industry class-action lawsuit (for additional information See Note 13, Commitments and
Contingencies) and ongoing challenging housing and mortgage market conditions, our Board of Directors suspended our
quarterly dividend and therefore no dividends have been paid since.
During the first quarter of 2022, our Board of Directors authorized a common stock repurchase program of up to $100 million.
The share repurchase program does not obligate the Company to purchase any amount of common stock and does not have
an expiration date. The share repurchase program may be suspended or discontinued at any time. As of December 31, 2025,
$62.5 million remained available under the share repurchase authorization.
Future capital allocation decisions with respect to return of capital either in the form of future dividends, and if declared, the
amount, payment and timing of any such future dividend, or in the form of share buybacks, will be at the sole discretion of our
Board of Directors who will take into account general economic, housing and mortgage market conditions, the Company’s
financial condition, available cash, current and anticipated cash needs, any applicable restrictions pursuant to the terms of our
Senior Secured Credit Facility and any other factors that the Board of Directors considers relevant.

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43
Distributions and Other Payments to Non-controlling Unitholders by RMCO
Distributions to Non-Controlling Unitholders Pursuant to the RMCO, LLC Agreement
As authorized by the RMCO, LLC Agreement, RMCO makes cash distributions to its members, Holdings and RIHI. Distributions
are required to be made by RMCO to its members on a pro-rata basis in accordance with each members’ ownership
percentage in RMCO. These distributions have historically been either in the form of payments to cover its members’ estimated
tax liabilities, dividend payments, or payments to ensure pro-rata distributions have occurred.
As a limited liability company (treated as a partnership for income tax purposes), RMCO does not incur significant domestic
federal, state or local income taxes, as these taxes are primarily the obligations of its members. RMCO is generally required to
distribute cash to its members to cover each member’s estimated tax liabilities, if any, with respect to their allocable share of
RMCO earnings. Such distributions are required if any other distributions from RMCO (i.e., in the form of dividend payments)
for the relevant period are otherwise insufficient to enable each member to cover its estimated tax liabilities.
Holdings’ only source of cash flow from operations is in the form of distributions from RMCO. Holdings may receive distributions
from RMCO on a quarterly basis equal to the dividend payments Holdings made to the stockholders of its Class A common
stock. As a result, absent any additional distributions, Holdings may have insufficient funds to cover its estimated tax and TRA
liabilities. Therefore, as necessary, RMCO makes a separate distribution to Holdings, and because all distributions must be
made on a pro-rata basis, RIHI receives a separate payment to ensure such pro-rata distributions have occurred.
Payments Pursuant to the Tax Receivable Agreements
As of December 31, 2025, the Company reflected a total liability of $1.5 million under the terms of its TRAs, to be paid in 2026.
The liability pursuant to the TRAs will increase upon future exchanges by RIHI of RMCO common units or with future reversals
of the valuation allowances, with the increase representing 85% of the estimated future tax benefits, if any, resulting from such
exchanges. Payments are made on this liability as tax benefits are realized by Holdings.
Distributions and other payments paid to non-controlling unitholders pursuant to the RMCO, LLC Agreement were immaterial
for the years ended December 31, 2025 and 2024. Payments pursuant to the TRAs were $0.8 million and $0.5 million for the
year ended December 31, 2025 and 2024, respectively.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2025 and the effect such obligations are
expected to have on our liquidity and cash flows in future periods (in thousands):
Payments due by Period
Total
Less than 1 year
1-3 years
3-5 years
After 5 years
Senior Secured Credit Facility (including current portion) (1)
$
 439,300
$
 4,600
 434,700
 —
 —
Interest payments on credit facility (2)
 71,049
 28,084
 42,965
 —
 —
Undiscounted lease obligations (3)
 19,137
 8,056
 10,504
 495
 82
Payments pursuant to tax receivable agreements (4)
 1,542
 1,542
 —
 —
 —
Vendor contracts (5)
 79,516
 54,619
 24,897
 —
 —
Estimated undiscounted contingent consideration payments (6)
 1,334
 1,334
 —
 —
 —
$
 611,878
$
 98,235
$
 513,066
$
 495
$
 82
(1) We have reflected full payment of our Senior Secured Credit Facility in July 2028 at maturity. The Senior Secured Credit
Facility may require additional prepayments throughout the term of the loan based on our TLR as discussed above.
(2) The variable interest rate on the Senior Secured Credit Facility is assumed at the interest rate in effect as of December 31,
2025 of 6.3%.
(3) We are obligated under non-cancellable leases for offices and equipment. Future payments under these leases and
commitments, net of payments to be received under sublease agreements of $5.5 million in the aggregate, are included in
the table above, See Note 3, Leases, to the accompanying consolidated financial statements for more information.
(4) As described elsewhere in this Annual Report on Form 10-K, we entered into TRAs, that will provide for the payment by us
of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we

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44
realize as a result of tax deductions arising from the increase in tax basis in RMCO’s assets. The amounts presented
above are undiscounted.
(5) Represents outstanding purchase orders or contracts with vendors initiated in the ordinary course of business for operating
and capital expenditures, including payments from the Marketing Funds.
(6) Represents estimated undiscounted payments to the former owner of Motto as required per the purchase agreement. See
Note 10, Fair Value Measurements, to the accompanying consolidated financial statements for more information.  
Commitments and Contingencies
Our management does not believe there are any matters involving us that could result, individually or in the aggregate, in a
material adverse effect on our financial condition, results of operations and cash flows.
Off Balance Sheet Arrangements
We have no material off balance sheet arrangements as of December 31, 2025.
Critical Accounting Judgments and Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Several of the
estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future
events. We base estimates on historical experience and other assumptions believed to be reasonable under the circumstances
and evaluate these estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions
or conditions.
Our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies. We believe that the
accounting policies and estimates discussed below are critical to understanding our historical and future performance, as these
policies relate to the more significant areas involving management’s judgments and estimates.
Mortgage Goodwill
We assess goodwill for impairment at least annually or whenever an event occurs, or circumstances change that would indicate
impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which segment
management reviews operating results. We perform our required impairment testing annually on October 1. For most of our
reporting units, the fair value of the reporting unit exceeds its carrying value at the latest assessment date and only a qualitative
impairment test was performed.
During the 2023 annual impairment test, we concluded that the carrying value of the Mortgage reporting unit within the
Mortgage segment exceeded its fair value. Its fair value is tied primarily to franchise sales over the next several years and the
discount rate used in our discounted cash flow analysis. Therefore, we fully impaired the reporting unit’s goodwill and recorded
a non-cash impairment charge of $18.6 million. See Note 7, Intangible Assets and Goodwill, for additional information.
Deferred Tax Assets and TRA Liability
As discussed in Item 1. Business, Holdings has twice acquired significant portions of the ownership in RMCO. When Holdings
acquired this ownership in the form of common units, it received a significant step-up in tax basis on the underlying assets held
by RMCO. The step-up is principally equivalent to the difference between (1) the fair value of the underlying assets on the date
of acquisition of the common units and (2) their tax basis in RMCO, multiplied by the percentage of units acquired. The majority
of the step-up in basis relates to intangibles assets, primarily franchise agreements and goodwill, and is included within
deferred tax assets on our consolidated balance sheets. In addition, the step-up is governed by complex IRS rules that limit
which intangibles are subject to step-up, and also imposes further limits on the amount of step-up. Given the magnitude of the
deferred tax assets and complexity of the calculations, small adjustments to our model used to calculate these deferred tax
assets can result in material changes to the amounts recognized, especially in years when Holdings acquires ownership
interest in RMCO. There were no redemptions of common units in RMCO in the periods presented. However, if more common
units of RMCO are redeemed by RIHI, the percentage of RE/MAX Holdings’ ownership of RMCO will increase, and additional
deferred tax assets will be created as additional tax basis step-ups occur and such amounts are likely to be material.

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45
Pursuant to the TRA agreements, Holdings makes annual payments to RIHI and Parallaxes Rain Co-Investment, LLC
(“Parallaxes”) (a successor to the TRAs prior owners) equivalent to 85% of any tax benefits realized on each year’s tax return
from the additional tax deductions arising from the step-up in tax basis. A TRA liability of $1.5 million exists as of December 31,
2025 for the future cash obligations expected to be paid under the TRAs and is not discounted. The calculation of this liability is
a function of the step-up described above and therefore has the same complexities and estimates. Similar to the deferred tax
assets, these liabilities would likely increase materially if RIHI redeems additional common units of RMCO or with future
reversals of the valuation allowances.
Allowance Against Accounts and Notes Receivable
We record estimates of expected credit losses against our accounts and notes receivable based on historical experience, the
credit quality of specific accounts, and general economic conditions that can affect our performance, including changes in
interest rates or the number of existing home sales, which are expected to impact the performance of our franchisees, agents
and loan originators. We review our allowance for doubtful accounts and notes policy periodically, reflecting current risks,
trends, and changes in industry conditions.
The allowance for doubtful accounts was $12.6 million and $11.2 million at December 31, 2025 and 2024, respectively, an
increase of $1.4 million. Accounts receivable balances greater than 90 days past due as a percent of accounts receivable at
December 31, 2025 increased to 44% from 40% at December 31, 2024, which was primarily attributable to ongoing economic
uncertainties and difficult housing and mortgage market conditions in the U.S. and Canada and continued uncertainty in the
global economy.
Although we believe the allowance for doubtful accounts is sufficient, a decline in economic conditions could lead to the
deterioration in the financial condition of our customers, resulting in an impairment of their ability to make payments and
requiring additional allowances that could materially impact our consolidated results of operations. We believe our exposure to
customer credit risk is limited due to the large number of customers comprising our customer base.
New Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, for recently issued accounting pronouncements applicable to us and
the effect of those standards on our financial statements and related disclosures.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
We have operations within the U.S., Canada and globally and we are exposed to market risks in the ordinary course of our
business. These risks primarily include interest rate, foreign exchange and credit risks, as well as risks relating to changes in
the general economic conditions in the countries where we conduct business. We use derivative instruments to mitigate the
impact of certain of our market risk exposures. We do not use derivatives for trading or speculative purposes.
Credit Risk
We are exposed to credit risk related to receivables from franchisees. We perform quarterly reviews of credit exposure above
an established threshold for each franchisee and are in regular communication with those franchisees about their balance. For
significant delinquencies, we will terminate the franchise. For the years ended December 31, 2025 and 2024, bad debt expense
was 1.1% and 0.4% of revenue, respectively.
Interest Rate Risk
We are subject to interest rate risk in connection with borrowings under our Senior Secured Credit Facility which bear interest at
variable rates. At December 31, 2025, $439.3 million in term loans were outstanding under our Senior Secured Credit Facility.
We currently do not engage in any interest rate hedging activity, but given our variable rate borrowings, we monitor interest
rates and if appropriate, may engage in hedging activity prospectively. As of December 31, 2025, the interest rate on our Senior
Secured Credit Facility was based on Adjusted Term SOFR, subject to a floor of 0.50%, plus an applicable margin of 2.50%. We
transitioned from LIBOR to Adjusted Term SOFR during the third quarter of 2023 and borrowings under the term loans and
revolving loans accrued interest based on Adjusted Term SOFR, beginning on July 31, 2023, subject to the same floor of
0.50%, plus the same applicable margin of 2.50%.

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As of December 31, 2025, the interest rate was 6.3%. If our rate is above the floor, then each hypothetical 0.25% increase
would result in additional annual interest expense of $1.1 million. To mitigate a portion of this risk, we invest our cash balances
in short-term investments that earn interest at variable rates.
Currency Risk
We have a network of global franchisees in over 120 countries and territories. Fluctuations in exchange rates of the U.S. dollar
against foreign currencies can result, and have resulted, in fluctuations in (a) revenue and operating income (loss) due to a
portion of our revenue being denominated in foreign currencies and (b) foreign exchange transaction gains and losses due
primarily to cash, accounts receivable, and other liability balances denominated in foreign currencies, with the Canadian dollar
representing the most significant exposure. To mitigate a portion of this risk related to (b), we enter into short-term foreign
currency forwards to minimize exposures related to foreign currency. See Note 2, Summary of Significant Accounting Policies,
for more information. In addition, we actively convert cash balances into U.S. dollars to mitigate currency risk on cash positions.
During the year ended December 31, 2025, a hypothetical 5% strengthening/weakening in the value of the U.S. dollar
compared to the Canadian dollar would have resulted in a decrease/increase to operating income (loss) of approximately $1.7
million, respectively, related to currency risk (a) above.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
  ​ ​ ​
48
Consolidated Balance Sheets
51
Consolidated Statements of Income (Loss)
52
Consolidated Statements of Comprehensive Income (Loss)
53
Consolidated Statements of Stockholders’ Equity (Deficit)
54
Consolidated Statements of Cash Flows
55
Notes to Consolidated Financial Statements
56

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48
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
RE/MAX Holdings, Inc.
Opinion on the Financial Statements  
We have audited the accompanying consolidated balance sheets of RE/MAX Holdings, Inc. (the Company) as of December 31,
2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity
(deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively
referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 19, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due
to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
Measurement of the accounts receivable allowance
Description of the Matter
As discussed in Note 2 to the consolidated financial statements, the Company’s allowance
against accounts and notes receivable was $12.6 million as of December 31, 2025. The
Company records estimates of expected credit losses against its accounts receivable based on
historical experience, the credit quality of specific accounts, and general economic conditions that
can affect their performance. Economic conditions that affect the Company’s ability to collect its
accounts receivable are also conditions expected to impact the performance of its franchisees,
agents and loan originators, in particular changes in interest rates or the number of existing home
sales.
Auditing the Company’s estimated allowance against accounts receivable involved a higher
degree of judgment due to the subjective nature of the impact of economic conditions on
expected collections. A decline in economic conditions could lead to the deterioration in the
financial condition of the Company’s customers, resulting in an inability of the customers to

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49
make payments and requiring an additional allowance against accounts receivable beyond what
historical collection rates would require under the Company’s policy.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Company’s process to calculate and record the allowance against accounts
receivable. This included testing controls over management’s evaluation of the historical
collection rates and economic conditions used to estimate the allowance against accounts
receivable.
To test the measurement of the allowance against accounts receivable, our audit procedures
included, among others, testing the completeness and accuracy of the data utilized to determine
the historical collection rates, evaluating recent trends that reflect the impacts of the current
economic environment, and assessing specific reserves recorded by the Company to reflect
current economic conditions.  We also performed a sensitivity analysis to evaluate the impact of
different assumptions on the recorded allowance against accounts receivable.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2023.
Denver, Colorado
February 19, 2026

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50
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
RE/MAX Holdings, Inc.
 
Opinion on Internal Control Over Financial Reporting
 
We have audited RE/MAX Holdings, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, RE/MAX Holdings, Inc. (the Company) maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated
statements of income (loss), comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the three
years in the period ended December 31, 2025, and the related notes and our report dated February 19, 2026 expressed an
unqualified opinion thereon.
 
Basis for Opinion
 
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
 
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
 
Definition and Limitations of Internal Control Over Financial Reporting
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/ Ernst & Young LLP
Denver, Colorado
February 19, 2026

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51
RE/MAX HOLDINGS, INC.
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
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
See accompanying notes to consolidated financial statements

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52
RE/MAX HOLDINGS, INC.
Consolidated Statements of Income (Loss)
(In thousands, except share and per share amounts)
Year Ended December 31, 
2025
2024
2023
Revenue:
Continuing franchise fees
$
112,865 $
122,011 $
127,384
Annual dues
30,462
32,188
33,904
Broker fees
53,691
51,816
51,012
Marketing Funds fees
72,835
78,983
83,861
Franchise sales and other revenue
21,748
22,687
29,510
Total revenue
291,601
307,685
325,671
Operating expenses:
Selling, operating and administrative expenses
146,702
152,258
171,548
Marketing Funds expenses
72,835
78,983
83,861
Depreciation and amortization
25,848
29,561
32,414
Settlement and impairment charges
(1,542)
5,483
73,783
Change in estimated tax receivable agreement liability
715
1,219
(25,298)
Total operating expenses
244,558
267,504
336,308
Operating income (loss)
47,043
40,181
(10,637)
Other expenses, net:
Interest expense
(31,700)
(36,258)
(35,741)
Interest income
3,580
3,738
4,420
Foreign currency transaction gains (losses)
705
(1,461)
419
Total other expenses, net
(27,415)
(33,981)
(30,902)
Income (loss) before provision for income taxes
19,628
6,200
(41,539)
Provision for income taxes
(6,195)
1,877
(56,947)
Net income (loss)
13,433
8,077
(98,486)
Less: net income (loss) attributable to non-controlling interest
5,280
954
(29,464)
Net income (loss) attributable to RE/MAX Holdings, Inc.
$
8,153 $
7,123 $
(69,022)
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic
$
0.41 $
0.38 $
(3.81)
Diluted
$
0.40 $
0.37 $
(3.81)
Weighted average shares of Class A common stock outstanding
Basic
19,845,469
18,780,200
18,111,409
Diluted
20,400,048
19,293,827
18,111,409
Cash dividends declared per share of Class A common stock
$
— $
— $
0.69
See accompanying notes to consolidated financial statements

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53
RE/MAX HOLDINGS, INC.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
Year Ended December 31, 
2025
2024
2023
Net income (loss)
$
13,433
$
8,077
$
(98,486)
Change in cumulative translation adjustment
3,141
(4,213)
1,503
Comprehensive income (loss), net of tax
16,574
3,864
(96,983)
Less: Comprehensive income (loss) attributable to non-controlling interest
6,503
(757)
(28,994)
Comprehensive income (loss) attributable to RE/MAX Holdings, Inc., net of tax
$
10,071
$
4,621
$
(67,989)
See accompanying notes to consolidated financial statements

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54
RE/MAX HOLDINGS, INC.
Consolidated Statements of Stockholders’ Equity (Deficit)
(In thousands, except share amounts)
Accumulated
Retained
other
Total
Class A
Class B
Additional
earnings
comprehensive
Non-
stockholders'
common stock
common stock
paid-in
(accumulated
income (loss),
controlling
equity
Shares
  ​ ​ ​ Amount   ​ ​ ​ Shares   ​ ​ ​ Amount   ​ ​ ​
capital
  ​ ​ ​
deficit)
  ​ ​ ​
net of tax
  ​ ​ ​
interest
  ​ ​ ​
(deficit)
Balances, January 1, 2023
17,874,238
$
2
1
$
—
$
535,566
$
(53,999)
$
(395)
$
(449,472)
$
31,702
Net income (loss)
—
—
—
—
—
(69,022)
—
(29,464)
(98,486)
Distributions to non-controlling unitholders
—
—
—
—
—
—
—
(8,655)
(8,655)
Equity-based compensation expense and dividend equivalents
806,527
—
—
—
19,438
(1,051)
—
—
18,387
Dividends to Class A common stockholders
—
—
—
—
—
(12,502)
—
—
(12,502)
Repurchase and retirement of common shares
(160,405)
—
—
—
—
(3,408)
—
—
(3,408)
Change in accumulated other comprehensive income (loss)
—
—
—
—
—
—
1,033
470
1,503
Shares withheld for taxes on share-based compensation
(251,076)
—
—
—
(4,367)
—
—
—
(4,367)
Other
—
—
—
—
—
(235)
—
—
(235)
Balances, December 31, 2023
18,269,284
$
2
1
$
—
$
550,637
$
(140,217)
$
638
$
(487,121)
$
(76,061)
Net income (loss)
—
—
—
—
—
7,123
—
954
8,077
Equity-based compensation expense and dividend equivalents
1,034,702
—
—
—
17,391
(599)
—
—
16,792
Change in accumulated other comprehensive income (loss)
—
—
—
—
—
—
(2,502)
(1,711)
(4,213)
Shares withheld for taxes on share-based compensation
(332,551)
—
—
—
(3,075)
—
—
—
(3,075)
Other
—
—
—
—
119
(34)
—
1
86
Balances, December 31, 2024
18,971,435
$
2
1
$
—
$
565,072
$
(133,727)
$
(1,864)
$
(487,877)
$
(58,394)
Net income (loss)
—
—
—
—
—
8,153
—
5,280
13,433
Equity-based compensation expense and dividend equivalents
1,641,797
—
—
—
17,945
(498)
—
—
17,447
Change in accumulated other comprehensive income (loss)
—
—
—
—
—
—
1,918
1,223
3,141
Shares withheld for taxes on share-based compensation
(518,052)
—
—
—
(4,589)
—
—
—
(4,589)
Other
—
—
—
—
1
—
—
(27)
(26)
Balances, December 31, 2025
20,095,180
$
2
1
$
—
$
578,429
$
(126,072)
$
54
$
(481,401)
$
(28,988)
See accompanying notes to consolidated financial statements.

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55
RE/MAX HOLDINGS, INC.
Consolidated Statements of Cash Flows
(In thousands)
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
Supplemental disclosures of cash flow information:
Cash paid for interest
$
30,775
$
35,549
$
34,732
Net cash paid for income taxes
$
7,172
$
6,662
$
7,107
See accompanying notes to consolidated financial statements.

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56
RE/MAX HOLDINGS, INC.
Notes to Consolidated Financial Statements
1. Business and Organization
RE/MAX Holdings, Inc. (“Holdings”) completed an initial public offering (the “IPO”) of its shares of Class A common stock on
October 7, 2013. Holdings’ only business is to act as the sole manager of RMCO, LLC (“RMCO”). As of December 31, 2025,
Holdings owns 61.5% of the common membership units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining 38.5%.
Holdings and its consolidated subsidiaries, including RMCO, are referred to hereinafter as the “Company.”
The Company is one of the world’s leading franchisors in the real estate industry, franchising real estate brokerages globally
under the REMAX brand (“REMAX”) and mortgage brokerages within the United States (“U.S.”) under the Motto Mortgage
brand (“Motto”). The Company also sells ancillary products and services to its franchise networks, including marketing services,
technology platforms, and mortgage loan processing services to its Motto network and third parties through its wemlo brand
and advertisements on and lead generation services from its flagship websites www.remax.com and www.remax.ca. The
Company focuses on enabling its networks’ success by providing quality education, innovative technology products, valuable
marketing tools and initiatives, and by leveraging the Company’s size and scale to continue to build and enhance the
competitive advantages of the REMAX and Motto brands. The Company’s focus on operational excellence and delivering the
best experience in everything real estate remains unwavering, as the Company continues to invest in tools and programs that
help affiliates win more business, save time and build more profitable businesses.
REMAX was founded in 1973 and its strategy is to sell franchises and help those franchisees recruit and retain the best agents.
The REMAX brand is built on the strength of the Company’s global franchise network and its ability to attract, develop and
retain the best-performing and most experienced agents. Additionally, the Company continues to focus on growth and
development through the adoption of powerful tools and technologies.
Motto, founded in 2016, offers U.S. real estate brokers, real estate professionals and other investors access to the mortgage
brokerage business. Motto is highly complementary to the REMAX real estate business and is designed to provide diversified
revenue and income streams to real estate professionals. Motto franchisees offer potential homebuyers an opportunity to find
both real estate agents and independent Motto loan originators at the same location or at offices near each other.
REMAX and Motto are 100% franchised—the Company does not own any of the brokerages that operate under these brands.
Holdings Capital Structure
Holdings has two classes of common stock, Class A common stock and Class B common stock.
Class A common stock
Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a
vote of stockholders. Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if
declared by the Company’s Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends.
Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.
Class B common stock
RIHI is the sole holder of Class B common stock. David and Gail Liniger, the Company’s co-founders, beneficially own a
majority and controlling interest in RIHI. Pursuant to the terms of the Company’s Certificate of Incorporation, Class B common
stock is entitled to a number of votes on matters presented to Holdings’ stockholders equal to the number of RMCO common
units that RIHI holds. Through its ownership of the Class B common stock, RIHI holds 38.5% of the voting power of the
Company’s stock as of December 31, 2025. Mr. Liniger is also the beneficial owner of Class A common stock with an additional
1.1% of the voting power of the Company’s stock as of December 31, 2025.
Holders of shares of Class B common stock do not have preemptive, subscription, redemption or conversion rights.
Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters
presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law.

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57
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements (“financial statements”) and notes thereto included in this Annual Report
on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The
accompanying financial statements include the accounts of Holdings and its consolidated subsidiaries. All significant
intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying financial
statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of
December 31, 2025 and 2024, the results of its operations and comprehensive income (loss), changes in its stockholders’
equity (deficit) and its cash flows for the years ended December 31, 2025, 2024 and 2023.
Use of Estimates
The preparation of the accompanying financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Segment Reporting
The Company operates under the following reportable segments:
●
Real Estate – comprises the operations of the Company’s owned and independent global franchising operations
under the REMAX brand along with corporate-wide shared services expenses.
●
Mortgage – comprises the operations of the Company’s mortgage brokerage franchising operations under the Motto
brand and mortgage loan processing services under the wemlo brand. Mortgage does not include any charges related
to the corporate-wide shared services expenses.
●
Marketing Funds – comprises the operations of the Company’s marketing campaigns designed to build and maintain
brand awareness and the development and operation of agent marketing technology. This segment has no net
income given the contractual restriction that all funds collected must be spent for designated purposes.
The Company presents all other business activities and operating segments which, due to quantitative insignificance, do not
meet the quantitative significance tests for reportable segments under Other.
See Note 15, Segment Information, for additional information about segment reporting.
Principles of Consolidation
Holdings consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets for the
portion of RMCO owned by RIHI and records net income (loss) attributable to the non-controlling interest and comprehensive
income (loss) attributable to the non-controlling interest in the accompanying Consolidated Statements of Income (Loss) and
Consolidated Statements of Comprehensive Income (Loss), respectively.
Revenue Recognition
The Company generates most of its revenue from contracts with customers. The Company’s franchise agreements offer the
following benefits to the franchisee: common use and promotion of REMAX and Motto trademarks; distinctive sales and
promotional materials; access to technology; marketing tools and education; standardized supplies and other materials used in
REMAX and Motto offices; recommended procedures for operation of REMAX and Motto offices; and specifically for Motto
franchisees, access to a variety of quality loan options from multiple leading wholesale lenders. The Company concluded that
these benefits are highly related and all part of one performance obligation for each franchise agreement, a license of symbolic
intellectual property that is billed through a variety of fees including continuing franchise fees, annual dues, broker fees,
marketing funds fees and franchise sales, described below. The Company has other performance obligations associated with
contracts with customers in other revenue for education, marketing and events, subscription revenue, loan processing revenue,
advertising revenue and revenue from marketing as a service (“MaaS”). The method used to measure progress is over the
passage of time for most streams of revenue. The following is a description of principal activities from which the Company
generates its revenue.

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58
Continuing Franchise Fees
Continuing franchise fees are fixed contractual fees paid monthly (a) by regional franchise owners in Independent Regions or
franchisees in Company-Owned Regions based on the number of REMAX agents in the respective franchised region or office
or (b) by Motto franchisees based on the number of open offices. Motto offices reach the full monthly billing once the Motto
office has been open for 12 months. Continuing franchise fees are recognized in the month for which the fee is billed and are a
usage-based royalty as they are dependent on the number of REMAX agents or the number of Motto open offices.
Annual Dues
Annual dues are a fixed membership fee paid annually by REMAX agents directly to the Company. The Company defers the
annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. See the
“Deferred Revenue” section below for a reconciliation of the activity in the Company’s deferred revenue for annual dues. Annual
dues revenue is a usage-based royalty as it is dependent on the number of REMAX agents.
Broker Fees
Broker fees are assessed against real estate commissions paid by customers when a REMAX agent buys or sells a property.
Generally, the amount paid is 1% of the total commission on the transaction in most regions. Revenue from broker fees is a
sales-based royalty and recognized in the month when a home sale transaction occurs.
Agents in Company-Owned Regions who joined REMAX prior to 2004, the year the Company began assessing broker fees,
are generally “grandfathered” and continue to be exempt from paying a broker fee. Certain agents in Canada do not pay broker
fees. As of December 31, 2025, approximately 22% of agents in the U.S. and Canada Company-owned Regions did not pay
broker fees. Motto franchisees do not pay any fees based on the number or dollar value of loans brokered.
The Company has pricing components that cap broker fees at certain commission levels. If a franchise agreement includes a 
capped broker fee plan the sales- and-usage-based royalty exception is no longer valid.  Therefore, revenue from any agent, 
even agents on a traditional plan, that operates under a franchise agreement with a capped broker fee is estimated and 
recognized ratably over the year. 
Marketing Funds Fees
Marketing Funds fees are fixed contractual fees paid monthly by franchisees based on the number of REMAX agents in the
respective franchised region or office or the number of Motto offices. These revenues are obligated to be used for marketing
campaigns to build brand awareness and to support agent marketing technology. Amounts received into the Marketing Funds
are recognized as revenue in the month for which the fee is billed. This revenue is a usage-based royalty as it is dependent on
the number of REMAX agents or number of Motto offices.
All assets of the Marketing Funds are contractually restricted for the benefit of franchisees, and the Company recognizes an
equal and offsetting liability on the Company’s balance sheet for all amounts received. Additionally, this results in recording an
equal and offsetting amount of expenses, against all revenues such that there is no impact to overall profitability of the
Company from these revenues. In addition, advertising costs are expensed as incurred.
Franchise Sales
Franchise sales comprises revenue from the sale or renewal of franchises. A fee is charged upon a franchise sale or renewal.
Those fees are deemed to be a part of the license of symbolic intellectual property and are recognized as revenue over the
contractual term of the franchise agreement, which is typically 5 years for REMAX and 7 years for Motto franchise agreements.
See the “Deferred Revenue” section below for a reconciliation of the activity in the Company’s deferred revenue for franchise
sales.
Other Revenue
Other revenue is primarily from:
●
Event-based revenue from education and other programs, which is recognized when the event occurs and until then
amounts collected are included in “Deferred revenue”.

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59
●
Data service subscription revenue, which is recognized when the control of the products or services has transferred to
the customer, which may occur at a point in time or over time, depending on the nature of the contract.
●
Preferred marketing arrangements, which involves both flat fees paid in advance as well as revenue sharing, both of
which are generally recognized over the period of the arrangement and are recorded net as the Company does not
control the good or service provided.
●
Technology products and subscription revenue, which charges a monthly fee to its customers or a periodic fee to
agents who use the products or services.
●
Mortgage loan processing revenue, which charges a flat fee per transaction which is recognized when a loan is
closed.
●
Advertising revenue is generated through advertisements, media and sponsorship sales via our websites. Revenue is
recognized as ads are delivered based on the number of clicks or impressions and is recorded net of any
commissions paid to advertising agencies, as applicable, as the Company does not control the good or service
provided.
●
MaaS is a centralized data-driven marketing platform that enables affiliates, such as brokers, owners, agents, and
teams, to efficiently launch marketing campaigns. Revenue is generated from affiliate spend on marketing services
within the platform and is recognized on a gross basis, as the Company controls the goods or services provided.
Deferred Revenue and Capitalized Contract Costs
Deferred revenue is primarily driven by Franchise sales and Annual dues, as discussed above, and is included in “Deferred
revenue” and “Deferred revenue, net of current portion” on the Consolidated Balance Sheets. Other deferred revenue is
primarily related to event-based revenue. The activity consists of the following (in thousands):
Balance at
Revenue
Balance at
January 1, 2025
New billings
recognized (a)
December 31, 2025
Franchise sales
$
21,282
$
5,582
$
(7,983)
$
18,881
Annual dues
12,261
29,801
(30,462)
11,600
Other
4,083
21,042
(21,356)
3,769
$
37,626
$
56,425
$
(59,801)
$
34,250
(a) Revenue recognized related to the beginning balance for Franchise Sales and Annual Dues was $7.2 million and $11.8
million, respectfully, for the year ended December 31, 2025.
Capitalized contract costs include commissions paid on Franchise sales and other contract costs that are recognized as an
asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs
(which are included in “Other current assets” and “Other assets, net of current portion” on the Consolidated Balance Sheets)
consist of the following (in thousands):
Additions to
Balance at
contract cost
Expense
Balance at
January 1, 2025
for new activity
recognized
December 31, 2025
Capitalized contract costs
$
3,553
$
2,735
$
(1,970)
$
4,318

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60
Disaggregated Revenue
In the following table, segment revenue is disaggregated by geographical area (in thousands):
Year Ended December 31, 
2025
2024
2023
U.S. Company-Owned Regions
$
122,933
$
131,375
$
138,499
U.S. Independent Regions
5,821
6,017
6,439
Canada Company-Owned Regions
39,177
40,693
40,805
Canada Independent Regions
2,754
2,758
2,891
Global
16,334
14,421
12,754
Fee revenue (a)
187,019
195,264
201,388
Franchise sales and other revenue (b)
18,073
18,829
25,794
Total Real Estate
205,092
214,093
227,182
U.S.
54,311
59,335
63,791
Canada
17,301
18,521
19,039
Global
1,223
1,127
1,031
Total Marketing Funds
72,835
78,983
83,861
Mortgage (c)
13,674
14,609
13,993
Other (c)
—
—
635
Total
$
291,601
$
307,685
$
325,671
(a) Fee revenue includes Continuing franchise fees, Annual dues and Broker fees.
(b) Franchise sales and other revenue is derived primarily within the U.S.
(c)
Revenue from Mortgage and Other are derived exclusively within the U.S.  
Transaction Price Allocated to the Remaining Performance Obligations
The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in
the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in
thousands):
2026
2027
2028
2029
2030
Thereafter
Total
Franchise sales
$
5,928
$
4,707
$
3,430
$
2,162
$
1,052
$
1,602
$
18,881
Annual dues
11,600
—
—
—
—
—
11,600
Total
$
17,528
$
4,707
$
3,430
$
2,162
$
1,052
$
1,602
$
30,481
Cash, Cash Equivalents and Restricted Cash
All cash held by the Marketing Funds is contractually restricted. The following table reconciles the amounts presented for cash,
both unrestricted and restricted, in the Consolidated Balance Sheets to the amounts presented in the Consolidated Statements
of Cash Flows (in thousands):
December 31, 
2025
2024
Cash and cash equivalents
$
118,736
$
96,619
Restricted cash:
Marketing Funds (a)
19,332
17,668
Settlement Fund (b)
55,000
55,000
Total cash, cash equivalents and restricted cash
$
193,068
$
169,287
(a) All cash held by the Marketing Funds is contractually restricted, pursuant to the applicable franchise agreements.
(b) Represents the net amounts held in the U.S. Settlement Fund as part of the settlement of certain industry class-action
lawsuits. See Note 13, Commitments and Contingencies, for additional information.
Services Provided to the Marketing Funds by Real Estate
Real Estate charges the Marketing Funds for various services it performs or for payments it makes on behalf of the Marketing
Funds to third-party vendors. These services are primarily comprised of (a) building and maintaining the remax.com and
remax.ca websites, (b) agent and consumer-facing technology via the BoldTrail platform, (c) dedicated

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61
employees focused on consumer-facing marketing initiatives, and (d) various administrative services including customer
support of technology, accounting and legal.
Costs charged from Real Estate to the Marketing Funds are as follows (in thousands):
Year Ended December 31, 
2025
2024
2023
Technology - operating
$
17,950
$
4,397
$
4,676
Technology - capital (a)
—
—
(203)
Marketing staff and administrative services
9,043
5,970
6,102
Total
$
26,993
$
10,367
$
10,575
(a) During the year ended 2023, the Company determined that certain development projects were no longer needed and
therefore $0.2 million, reflecting the cost of work in process assets that would no longer be placed in service, was refunded
to the marketing funds.
Selling, Operating and Administrative Expenses
Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits, payroll taxes
and other compensation expenses, professional fees, lease costs, as well as expenses for outsourced technology services and
expenses for marketing to customers, to expand the Company’s franchises.
Fair Value of Financial Instruments
The carrying amounts of financial instruments, net of any allowances, including cash equivalents, accounts and notes
receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature.
Accounts and Notes Receivable
Accounts receivable arising from monthly billings do not bear interest. The Company provides limited financing of certain
franchise sales through the issuance of notes receivable with the associated interest recorded in “Interest income” in the
accompanying Consolidated Statements of Income (Loss). Amounts collected on notes receivable are included in “Net cash
provided by operating activities” in the accompanying Consolidated Statements of Cash Flows. As of December 31, 2025 and
2024, the current portion of notes receivable was approximately $3.1 million, respectively, and are recorded as a component of
“Accounts and notes receivable, net of allowances” on the Consolidated Balance Sheets.
The Company records estimates of expected credit losses against its accounts and notes receivable based on historical
experience, the credit quality of specific accounts, and general economic conditions that affect the Company’s performance,
including changes in interest rates or the number of existing home sales, which are expected to impact the performance of its
franchisees, agents and loan originators. These changes are included as a component of “Selling, operating and administrative
expenses” in the accompanying Consolidated Statements of Income (Loss).
The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands):
Balance at
beginning of
period
Charges to expense
for changes in
Allowance for
doubtful accounts(a)
Write-offs
Balance at
end of period
Year Ended December 31, 2025
$
11,208
$
3,278
$
(1,867)
$
12,619
Year Ended December 31, 2024
$
10,900
$
1,359
$
(1,051)
$
11,208
Year Ended December 31, 2023
$
9,111
$
6,784
$
(4,995)
$
10,900
(a) Includes approximately $1.0 million, $0.4 million and $1.8 million of expense attributable to the Marketing Funds for the
years ended December 31, 2025, 2024 and 2023, respectively.
Accumulated Other Comprehensive Income (Loss) and Foreign Currency Translation
Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized
in income, except those resulting from transactions with stockholders and is comprised of foreign currency translation
adjustments.

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62
As of December 31, 2025, the Company, directly and through its franchisees, conducted operations in over 120 countries and
territories, including the U.S. and Canada. The functional currency for the Company’s operations is the U.S. dollar, except for its
Canadian subsidiaries for which it is the Canadian Dollar.
Assets and liabilities of the Canadian subsidiaries are translated at the spot rate in effect at the applicable reporting date, and
the consolidated statements of income (loss) and cash flows are translated at the average exchange rates in effect during the
applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars
that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are
recorded as a component of “Accumulated other comprehensive income (loss),” and periodic changes are included in
comprehensive income (loss). Were the Company to sell a part or all of its investment in a foreign entity resulting in the
complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, it
would release any related cumulative translation adjustment into net income (loss).
Foreign currency denominated monetary assets and liabilities and transactions occurring in currencies other than the
Company’s or the Company’s consolidated foreign subsidiaries’ functional currencies are recorded based on exchange rates at
the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the accompanying
Consolidated Balance Sheets related to these non-functional currency transactions result in transaction gains and losses that
are reflected in the accompanying Consolidated Statements of Income (Loss) as “Foreign currency transaction (losses) gains.”
Other Current Assets and Other Assets, Net of Current Portion
Other current assets and Other assets, net of current portion consist of the following (in thousands):
December 31, 
2025
2024
Prepaid expenses
$
10,472
$
12,438
Capitalized contract costs
1,055
1,008
Other
413
379
Other current assets
$
11,940
$
13,825
Capitalized contract costs
$
3,263
$
2,545
Notes receivable, net of current portion
1,791
1,873
Other
1,251
1,147
Other assets, net of current portion
$
6,305
$
5,565
Property and Equipment
Property and equipment, including leasehold improvements, are initially recorded at cost. Depreciation is provided for on a
straight-line method over the estimated useful lives of each asset class and commences when the property is placed in service.
Amortization of leasehold improvements is provided for on a straight-line method over the estimated benefit period of the
related assets or the lease term, if shorter.
Franchise Agreements and Other Intangible Assets
The Company’s franchise agreements result from franchise rights acquired from Independent Region acquisitions and are
initially recorded at fair value. The Company amortizes the franchise agreements over their estimated useful life on a straight-
line basis.
The Company also purchases and develops software for internal use. Software development costs and upgrade and
enhancement costs incurred during the application development stage that result in additional functionality are capitalized.
Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Capitalized
software costs are generally amortized over a term of two to five years. Purchased software licenses are amortized over their
estimated useful lives.
The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is assessed by a comparison of the carrying amount of an asset group to estimated undiscounted
future cash flows expected to be generated from such asset. If not recoverable, the excess of the carrying amount of an asset
over its estimated discounted cash flows would be charged to operations as an impairment loss. For the years ended
December 31, 2025, 2024 and 2023, there were no impairments indicated for such assets.

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63
Goodwill
Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business combination
that are not individually identified and separately recognized. The Company assesses goodwill for impairment at least annually
at the reporting unit level or whenever an event occurs that would indicate impairment may have occurred. Reporting units are
driven by the level at which segment management reviews operating results. The Company performs its required impairment
testing annually on October 1.
The Company’s impairment assessment begins with a qualitative assessment to determine if it is more likely than not that a
reporting unit’s fair value is less than the carrying amount. The initial qualitative assessment includes comparing the overall
financial performance of the reporting units against the planned results as well as other factors which might indicate that the
reporting unit’s value has declined since the last assessment date. If it is determined in the qualitative assessment that it is
more likely than not that the fair value of a reporting unit is less than its carrying value, then the standard two-step quantitative
impairment test is performed. The impairment test consists of comparing the estimated fair value of each reporting unit with its
carrying amount, including goodwill. The fair value of a reporting unit is determined by forecasting results and applying an
assumed discount rate to determine fair value as of the test date. If the estimated fair value of a reporting unit exceeds its
carrying value, then it is not considered impaired and no further analysis is required. Goodwill impairment exists when the
estimated implied fair value of a reporting unit’s goodwill is less than its carrying value.
During 2023, the Company recorded a goodwill impairment on its Mortgage reporting unit in its Mortgage Segment. See Note 7,
Intangible Assets and Goodwill, for additional information.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Management periodically assesses the recoverability of its deferred tax assets
based upon expected future earnings, future deductibility of the asset and changes in applicable tax laws and other factors. If
management determines that it is not likely that the deferred tax asset will be fully recoverable in the future, a valuation
allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the
future. The allowance will result in a charge to the Company’s Consolidated Statements of Income (Loss). During 2025 and
2024, the Company recorded an adjustment to the valuation allowance on its deferred tax assets, see Note 11, Income Taxes,
for additional information.
RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that have
elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to RMCO’s
unitholders, who are individually responsible for any federal tax consequences. The share of U.S. income allocable to Holdings
results in a provision for income taxes for the federal and state taxes on that portion of income. The share of U.S. income
allocable to RIHI does not result in a provision for income taxes for federal and state taxes given Holdings does not consolidate
RIHI. RMCO is subject to certain global withholding taxes, which are ultimately allocated to both Holdings and RIHI since they
are paid by RMCO. RMCO owns two corporate subsidiaries, which unlike RMCO are not pass-through entities.  Income in 
those corporations is taxed at the corporate level, resulting in a provision for income taxes on 100% of their income, unlike
domestic income at RMCO, for which a provision for income taxes is recognized on only Holdings share of that income
(approximately 60%).
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.
Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes
in recognition or measurement are reflected in the period in which the change in judgment occurs.
Leases
The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are primarily
for corporate office space and are included within “Operating lease right of use assets”, “Operating lease liabilities” and
“Operating lease liabilities, net of current portion’ on the Consolidated Balance Sheets.
The Company’s lease liabilities represent the obligation to make lease payments arising from the leases and right of use
(“ROU”) assets are recognized as an offset at lease inception. ROU assets and lease liabilities are recognized at the
commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of
non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and
are recognized in the period in which the obligation for those payments is incurred. As most of the Company’s leases do not
provide an implicit rate, the Company uses its incremental borrowing rate based on the

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64
information available at commencement date in determining the present value of lease payments. Many of the Company’s
lessee agreements include options to extend the lease, which is not included in the minimum lease terms unless they are
reasonably certain to be exercised. Lease costs expense for lease payments related to operating leases (which is substantially
all of the Company’s leases) is recognized on a straight-line basis over the lease term and is recorded to “Selling, operating
and administrative expenses’ in the Consolidated Statements of Income (Loss).
The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from any of
its short-term leases. All leases with a term of 12 months or less at commencement, for which the Company is not reasonably
certain to exercise available renewal options that would extend the lease term past 12 months, are recognized on a straight-line
basis over the lease term.
Restructuring Charges
During 2025, the Company restructured its support services intended to further enhance the overall customer experience. As a
result, the Company incurred $2.7 million of severance and related expenses and an equity compensation benefit of $0.4
million, which are recognized as “Selling, operating and administrative expenses” in the Consolidated Statements of Income
(Loss). See Note 8, Accrued Liabilities, for a roll forward of the liability.
During the fourth quarter of 2024, the Company restructured its support services intended to further enhance the overall
customer experience. As a result of this restructuring, for the year ended December 31, 2024, the Company incurred $1.3
million of severance and related expenses and accelerated equity compensation expense of $0.3 million, which are recognized
as “Selling, operating and administrative expenses” in the Consolidated Statements of Income (Loss). See Note 8, Accrued
Liabilities, for a roll forward of the liability.
During the third quarter of 2023, the Company announced a reduction in force and reorganization (the “Reorganization”)
intended to streamline the Company’s operations and yield cost savings over the long term. The Reorganization reduced the
Company’s overall workforce by approximately 7% and was substantially complete by the end of the third quarter. As a result of
the Reorganization, the Company incurred a pre-tax cash charge for one-time termination benefits of severance and related
costs of $4.3 million and accelerated equity compensation expense of $0.5 million, which are recognized as “Selling, operating
and administrative expenses” in the Consolidated Statements of Income (Loss). See Note 8, Accrued Liabilities, for a roll
forward of the liability.
Equity-Based Compensation
The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling,
operating and administrative expenses” in the accompanying Consolidated Statements of Income (Loss). All equity-based
compensation is required to be measured at fair value on or just prior to the date of grant and is expensed over the requisite
service period, generally over three-years, and forfeitures are accounted for as they occur. The Company recognizes
compensation expense on awards on a straight-line basis over the requisite service period for the entire award. See Note 12,
Equity-Based Compensation, for additional discussion regarding details of the Company’s equity-based compensation plans.  
Severance and Retirement Plan
On December 2, 2025, the Compensation Committee of the Board of Directors modified the Severance and Retirement Plan
previously adopted by the Company on May 24, 2023 (the “Plan”). The Plan provides benefits to eligible employees and
executive officers of RE/MAX, LLC and its subsidiaries, in the event of (i) involuntary termination of their employment due to
position elimination, reduction in force, or other circumstances that the employer determines should result in payment of
benefits, or (ii) voluntary termination of employment due to retirement for employees who meet the retirement eligibility criteria
in the Plan, subject in both cases to certain restrictions set forth in the Plan. In the case of involuntary termination, these
benefits include salary continuation, a health benefits stipend, outplacement services and a possible pro-rated bonus. In the
case of retirement, these benefits include modification of vesting of restricted stock awards (for employees who are eligible for
restricted stock awards) and a possible pro-rated bonus. Any associated equity compensation expense will be accelerated
through the employee's retirement eligibility date.
Foreign Currency Derivatives
The Company is exposed to foreign currency transaction gains and losses related to certain foreign currency denominated
asset and liability positions, with the Canadian dollar representing the most significant exposure primarily from an intercompany
Canadian loan between RMCO and the Canadian entity for INTEGRA. The Company uses short duration foreign currency
forward contracts, generally with maturities ranging from a few days to a few months, to minimize its exposures related to
foreign currency exchange rate fluctuations. None of these contracts are designated as

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65
accounting hedges as the underlying currency positions are revalued through “Foreign currency transaction gains (losses)” on
the Consolidated Statements of Income (Loss) along with the related derivative contracts. Maturities of the foreign currency
forward contracts are included within “Net cash provided by operating activities” on the Consolidated Statements of Cash
Flows, with any non-cash portion included as a component of “Changes in operating assets and liabilities - Other assets and
liabilities” on the Consolidated Statements of Cash Flows. During the years ended December 31, 2025, 2024 and 2023, the
Company recognized a net loss of $1.0 million, a net gain of $3.5 million and a net loss of $1.1 million, respectively, on the
derivative contracts.
The Company had a short-term $44.0 million Canadian dollar forward contract that matures in the first quarter of 2026 that net
settles in U.S. dollar based on the prevailing spot rates at maturity.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)  2023-
09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires greater 
disaggregation of income tax disclosures related to the income tax reconciliation and income taxes paid. The amendments 
improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of 
information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The Company adopted this 
standard, effective December 31, 2025 on a prospective basis. See Note 11, Income Taxes for additional information.
New Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) – Disaggregation of Income Statement
Expenses (“ASU 2024-03”), which requires enhanced disclosures around disaggregation of certain income statement expense
lines into specified categories. The new standard applies to public business entities and is effective on a prospective basis for
annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is
permitted. The Company believes the amendments of ASU 2024-03 will not have a significant impact on the Company’s
consolidated financial statements and will include all required disclosures upon adoption.
In September 2025, the FASB issued ASU 2025-06, Intangibles (Topic 350) – Targeted Improvements to the Accounting for
Internal-Use Software (“ASU 2025-06”), which clarifies and modernizes the accounting for costs related to internal-use
software. The amendments remove all references to project stages in Accounting Standards Codification (“ASC”) 350-40 and
clarify the threshold entities should apply to begin capitalizing costs. The new standard is effective for annual periods beginning
after December 15, 2027, and interim periods within those fiscal years. The amendments can be applied using a prospective,
retrospective, or modified transition approach. The Company believes the amendments of ASU 2025-06 will not have a
significant impact on the Company’s consolidated financial statements or required disclosures.
3. Leases
The Company leases corporate offices, a distribution center, billboards and certain equipment. The Company’s only significant
lease is for its corporate headquarters office building (the “Headquarters Lease”) and expires in 2028. The Company pays an
annual base rent that escalates 3% each year and the Headquarters Lease has two 10-year optional renewal periods at the
Company’s discretion, which is not reasonably certain to be exercised in 2028. The Company also acts as the lessor for six
sublease agreements on the Headquarters Lease, each of which include a renewal option for the lessee to extend the length of
the lease, with varying options to renew. The Company does not recognize leases for any offices used by the Company’s
franchisees as all franchisees are independently owned and operated.

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66
A summary of the Company’s lease cost is as follows (in thousands, except for weighted-averages):
Year Ended December 31, 
2025
2024
2023
Lease Cost
Operating lease cost (a)
$
9,257
$
9,682
$
10,833
Sublease income
(2,765)
(2,798)
(2,555)
Short-term lease cost (b)
7,494
7,383
8,882
Total lease cost
$
13,986
$
14,267
$
17,160
Other information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases
10,294
10,028
9,819
Weighted-average remaining lease term in years - operating leases
2.5
3.4
4.4
Weighted-average discount rate - operating leases
6.3 %
6.3 %
6.3 %
(a) Includes approximately $2.7 million, $2.7 million and $3.5 million of taxes, insurance and maintenance for the years ended
December 31, 2025, 2024, and 2023 respectively.
(b) Includes expenses associated with short-term leases of billboard advertisements and is included in “Marketing Funds
expenses” on the Consolidated Statements of Income (Loss) for the years ended December 31, 2025, 2024 and 2023.
Maturities under non-cancellable leases were as follows (in thousands):
Rent Payments
Sublease
Receipts
Total Cash
Outflows
Year ending December 31:
2026
$
10,389
$
(2,333)
$
8,056
2027
10,410
(2,341)
8,069
2028
3,216
(781)
2,435
2029
244
—
244
2030
251
—
251
Thereafter
82
—
82
Total lease payments
$
24,592
$
(5,455)
$
19,137
Less: imputed interest
1,861
Present value of lease liabilities
$
22,731
4. Non-controlling Interest
Holdings is the sole managing member of RMCO and operates and controls all the business affairs of RMCO. The ownership
of the common units in RMCO is summarized as follows:
December 31, 2025
December 31, 2024
Shares
Ownership %
Shares
Ownership %
Non-controlling interest ownership of common units in RMCO
12,559,600
38.5 %
12,559,600
39.8 %
Holdings outstanding Class A common stock (equal to Holdings common
units in RMCO)
20,095,180
61.5 %
18,971,435
60.2 %
Total common units in RMCO
32,654,780
100.0 %
31,531,035
100.0 %
The weighted average ownership (“WAO”) percentages for the applicable reporting periods are used to calculate the “Net
income (Loss) attributable to RE/MAX Holdings, Inc.” A reconciliation of “Income (loss) before provision for income taxes” to
“Net income (loss) attributable to RE/MAX Holdings, Inc.” and “Net Income attributable to non-controlling interest” in the

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67
accompanying Consolidated Statements of Income (Loss) for the periods indicated is detailed as follows (in thousands, except
percentages):
Year Ended December 31, 
2025
2024
2023
Holdings   ​ ​ ​
NCI
  ​ ​ ​
Total
  ​ ​ ​ Holdings   ​ ​ ​
NCI
  ​ ​ ​
Total
Holdings   ​ ​ ​
NCI
  ​ ​ ​
Total
WAO percentage of
RMCO(a)
61.2 %
38.8 %
100.0 %
59.9 %
40.1 %
100.0 %
59.1 %
40.9 %
100.0 %
Income (loss) before
provision for income taxes(a)
$
11,743
$
7,885
$
19,628
$
3,216
$
2,984
$
6,200
$
(14,149)
$
(27,390)
$
(41,539)
(Provision) / benefit for
income taxes(b)
(3,590)
(2,605)
(6,195)
3,907
(2,030)
1,877
(54,873)
(2,074)
(56,947)
Net income (loss)
$
8,153
$
5,280
$
13,433
$
7,123
$
954
$
8,077
$
(69,022)
$
(29,464)
$
(98,486)
NCI – non-controlling interest
(a) The WAO percentage of RMCO differs from the allocation of income (loss) before provision for income taxes between
RE/MAX Holdings and the non-controlling interest due to certain items recorded at Holdings.
(b) The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its
proportionate share of the pass-through income (loss) from RMCO. It also includes Holdings’ share of taxes directly
incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions. See Note 11, Income Taxes, for
additional information.
Distributions and Other Payments to Non-controlling Unitholders
Under the terms of RMCO’s limited liability company operating agreement, RMCO makes cash distributions to non-controlling
unitholders on a pro-rata basis. For the year ended December 31, 2023, the distributions paid to non-controlling unitholders
was $8.7 million.
Tax Receivable Agreements
Holdings has twice acquired significant portions of the ownership in RMCO; first in October 2013 at the time of IPO when
Holdings acquired its initial 11.5 million common units of RMCO and, second, in November and December 2015 when it
acquired 5.2 million additional common units. Holdings issued Class A common stock, which it exchanged for these common
units of RMCO. RIHI then sold the Class A common stock to the market.
When Holdings acquired common units in RMCO, it received a step-up in tax basis on the underlying assets held by RMCO.
The step-up is principally equivalent to the difference between (1) the fair value of the underlying assets on the date of
acquisition of the common units and (2) their tax basis in RMCO, multiplied by the percentage of units acquired. Most of the
step-up in basis relates to intangibles assets, primarily franchise agreements and goodwill, and the step-up is often substantial.
These assets are amortizable under IRS rules and result in deductions on the Company’s tax return for many years and
consequently, Holdings receives a future tax benefit. These future benefits are reflected within deferred tax assets on the
Company’s consolidated balance sheets.
If Holdings acquires additional common units of RMCO from RIHI, the percentage of Holdings’ ownership of RMCO will
increase, and additional deferred tax assets will be created as additional tax basis step-ups occur.
In connection with the initial sale of RMCO common units in October 2013, Holdings entered into Tax Receivable Agreements
(“TRAs”) which require that Holdings make annual payments to the TRA holders equivalent to 85% of any tax benefits realized
on each year’s tax return from the additional tax deductions arising from the step-up in tax basis. The TRA holders as of
December 31, 2025 are RIHI and Parallaxes Rain Co-Investment, LLC (“Parallaxes”). TRA liabilities were established for the
future cash obligations expected to be paid under the TRAs and are not discounted.
This liability is recorded within “Payable pursuant to tax receivable agreements” in the Consolidated Balance Sheets and was
$1.5 million in aggregate as of December 31, 2025, and 2024. In 2023, the Company evaluated the need for a valuation
allowance against its deferred tax assets and determined that a valuation allowance was necessary in light of the reduction in
taxable income primarily due to the settlement of costly litigation associated with several industry class-action lawsuits. See
Note 13, Commitments and Contingencies, for additional information. In connection therewith, we also remeasured the
liabilities under the TRAs, which resulted in a reduction in the TRA liabilities and corresponding gain of $25.3 million. See Note
11, Income Taxes, for additional information.   
Similar to the deferred tax assets, the TRA liabilities would increase if Holdings acquired additional common units of RMCO
from RIHI or upon the future reversal of valuation allowances.

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68
5. Earnings (Loss) Per Share and Dividends
Earnings (Loss) Per Share
Basic earnings (loss) per share (“EPS”) measures the performance of an entity over the reporting period. Diluted EPS
measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that
were outstanding during the period. The treasury stock method is used to determine the dilutive effect of time-based restricted
stock units. The dilutive effect of performance-based restricted stock units is measured using the guidance for contingently
issuable shares.
The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in
thousands, except shares and per share information):
Year Ended
December 31, 
2025
2024
2023
Numerator
Net income (loss) attributable to RE/MAX Holdings, Inc.
$
8,153
$
7,123
$
(69,022)
Denominator for basic net income (loss) per share of Class A
common stock
Weighted average shares of Class A common stock outstanding
19,845,469
18,780,200
18,111,409
Denominator for diluted net income (loss) per share of Class A
common stock
Weighted average shares of Class A common stock outstanding
19,845,469
18,780,200
18,111,409
Add dilutive effect of the following:
Restricted stock (a)
554,579
513,627
—
Weighted average shares of Class A common stock outstanding,
diluted
20,400,048
19,293,827
18,111,409
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of
Class A common stock
Basic
$
0.41
$
0.38
$
(3.81)
Diluted
$
0.40
$
0.37
$
(3.81)
(a) As the Company had a net loss for the year ended December 31, 2023, these shares would have been considered anti-
dilutive and therefore there is no effect on the weighted average shares of Class A common stock outstanding EPS
calculation.
Outstanding Class B common stock does not share in the earnings of Holdings and is therefore not a participating security.
Accordingly, basic and diluted net income (loss) per share of Class B common stock has not been presented.
Dividends
During the fourth quarter of 2023, in light of the litigation settlement (See Note 13, Commitments and Contingencies) and
ongoing challenging housing and mortgage market conditions, the Company’s Board of Directors suspended the Company’s
quarterly dividend and no dividends have been paid since. The Company paid a dividend of $0.23 per share in the first three
quarters for the year ended December 31, 2023. All dividends were paid during the quarter the dividend was declared and there
were no dividends outstanding for any period presented.
Share Repurchases and Retirement
In January 2022, the Company’s Board of Directors authorized a common stock repurchase program of up to $100 million. The
share repurchase program has no expiration date and may be suspended or discontinued at any time. During the year ended
December 31, 2025, the Company did not repurchase any shares of the Company’s Class A common stock. As of
December 31, 2025, $62.5 million remained available under the share repurchase program.

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69
6. Property and Equipment
Property and equipment consist of the following (in thousands):
As of December 31, 
Depreciable Life
2025
2024
Leasehold improvements
Shorter of estimated useful life or life of
lease
$
9,875
$
9,838
Office furniture, fixtures and equipment
2 - 10 years
13,283
13,264
Total property and equipment
23,158
23,102
Less accumulated depreciation
(17,162)
(15,524)
Total property and equipment, net
$
5,996
$
7,578
Depreciation expense was $2.4 million for the years ended December 31, 2025 and 2024, respectively, and $2.5 million for the
year ended December 31, 2023.
7. Intangible Assets and Goodwill
The following table provides the components of the Company’s intangible assets (in thousands, except weighted average
amortization period in years):
Weighted
  ​ ​ ​
  ​ ​ ​
  ​ ​ ​
  ​ ​ ​
  ​ ​ ​
  ​ ​ ​
Average
As of December 31, 2025
As of December 31, 2024
Amortization
Initial
Accumulated
Net
Initial
Accumulated
Net
Period
Cost
Amortization
Balance
Cost
Amortization
Balance
Franchise agreements
  12.3
$ 224,231
$
(157,151)
$ 67,080
$ 222,055
$
(140,869)
$ 81,186
Other intangible assets:
Software (a)
  2.9
$
55,884
$
(46,455)
$
9,429
$
57,243
$
(46,829)
$ 10,414
Trademarks
  10.8
835
(527)
308
900
(684)
216
Non-compete agreements
  5.0
12,917
(11,880)
1,037
12,721
(9,969)
2,752
Training materials
  —
—
—
—
2,400
(2,400)
—
Other
  —
—
—
—
870
(870)
—
Total other intangible assets
  3.7
$
69,636
$
(58,862)
$ 10,774
$
74,134
$
(60,752)
$ 13,382
(a) As of December 31, 2025 and 2024, capitalized software development costs of $1.8 million and $1.2 million, respectively,
were related to technology projects not yet complete and ready for their intended use and thus were not subject to
amortization.
Amortization expense was $23.5 million, $27.2 million and $29.9 million for the years ended December 31, 2025, 2024 and
2023, respectively.
As of December 31, 2025, the estimated future amortization expense related to intangible assets includes the estimated
amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in
thousands):
2026
$
18,650
2027
11,695
2028
9,629
2029
7,194
2030
6,768
Thereafter
23,918
$
77,854

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70
The following table presents changes to goodwill by reportable segment for the period from January 1, 2024 to December 31,
2025 (in thousands):
Real Estate
Balance, January 1, 2024 (a)
$
241,164
Effect of changes in foreign currency exchange rates
(3,925)
Balance, January 1, 2025
$
237,239
Effect of changes in foreign currency exchange rates
     
2,333
Balance, December 31, 2025
$
239,572
(a) As of January 1, 2024, the Real Estate segment had a gross goodwill balance of $253.4 million and accumulated
impairment losses of $12.2 million. The Mortgage segment goodwill balance was fully impaired during the fourth quarter of
2023, recognizing accumulated impairment losses of $18.6 million. The Marketing Funds segment does not have a
goodwill balance.
Impairment charge - goodwill
The Company assesses goodwill for impairment at least annually or whenever an event occurs, or circumstances change that
would indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which
segment management reviews operating results. The Company did not record any goodwill impairments for the years ended
December 31, 2025 and 2024. 
During the fourth quarter of 2023, the Company tested and identified impairment indicators associated with the Mortgage
reporting unit in the Mortgage Segment, primarily due to a decline in projected net cash flows resulting from continued
macroeconomic pressures and revised franchise sales forecasts. Therefore, the Company fully impaired the reporting unit’s
goodwill and recorded a non-cash impairment charge of $18.6 million in “Settlement and impairment charges” in the
Consolidated Statements of Income (Loss).
8. Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
As of December 31, 
2025
2024
Marketing Funds (a)
$
26,427
$
27,995
Accrued payroll and related employee costs
12,448
15,444
Accrued taxes
1,566
2,153
Accrued professional fees
1,655
960
Settlements payable (b)
55,167
60,410
Other
3,664
3,897
$
100,927
$
110,859
(a) Consists primarily of liabilities recognized to reflect the contractual restriction that all funds collected in the Marketing
Funds must be spent for designated purposes. See Note 2, Summary of Significant Accounting Policies, for additional
information.
(b) Represents the settlement payable as part of the settlements of certain industry class-action lawsuits and other legal
settlements. Settlement payables that are transacted in Canadian dollars have been translated into U.S. dollars at the
balance sheet date. During the fourth quarter of 2025, the court approved the Canadian Settlement Amount thereby
relieving the associated settlement payable. See Note 13, Commitments and Contingencies, for additional information.

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71
The following table presents a rollforward of the liability as related to the restructuring activities, which are in “Accrued payroll
and related employee costs” in the table above (in thousands):
Balance January 1, 2023
$
3,631
Severance and other related expenses
4,211
Cash payments and other
(5,220)
Balance December 31, 2023 (a)
2,622
Severance and other related expenses
1,268
Cash payments and other
(2,497)
Balance December 31, 2024 (b)
1,393
Severance and other related expenses
2,591
Cash payments and other
(2,663)
Balance, December 31, 2025 (c)
$
1,321
(a) Includes $2.6 million related to the Reorganization that occurred in the third quarter of 2023. See Note 2, Summary of
Significant Accounting Policies, for additional information.
(b) Includes $1.1 million related to the restructuring that occurred in the fourth quarter of 2024 and $0.3 million related to the
Reorganization that occurred in the third quarter of 2023. See Note 2, Summary of Significant Accounting Policies for
additional information.
(c)
Includes $1.3 million related to a restructuring that occurred in 2025. See Note 2, Summary of Significant Accounting
Policies for additional information.
9. Debt
Debt, net of current portion, consists of the following (in thousands):
As of December 31, 
2025
2024
Senior Secured Credit Facility
$
439,300
$
443,901
Less unamortized debt issuance costs
(1,975)
(2,259)
Less unamortized debt discount costs
(574)
(799)
Less current portion
(4,600)
(4,600)
$
432,151
$
436,243
Maturities of debt are as follows (in thousands):
As of December 31, 
2026
$
4,600
2027
4,600
2028
430,100
$
439,300
Senior Secured Credit Facility
On July 21, 2021, the Company amended and restated its credit agreement with JPMorgan Chase Bank, N.A., as
administrative agent, and various lenders party thereto (the “Senior Secured Credit Facility’) to refinance its previous facility.
The revised facility provides for a seven-year $460.0 million term loan facility which matures on July 21, 2028; and a $50.0
million revolving loan facility, which was amended on September 30, 2025, to extend the maturity from July 21, 2026 to April 21,
2028, if any amounts are drawn.
The Senior Secured Credit Facility requires the Company to repay term loans at approximately $1.2 million per quarter. The
Company is also required to repay the term loans and reduce revolving commitments with (i) 100% of proceeds of any
incurrence of additional debt not permitted by the Senior Secured Credit Facility, (ii) 100% of proceeds of asset sales and 100%
of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50% of Excess
Cash Flow (or “ECF”) as defined in the Senior Secured Credit Facility, at the end of the applicable fiscal year if RE/MAX, LLC’s
Total Leverage Ratio (or “TLR”) as defined in the Senior Secured Credit Facility, is in excess of 4.25:1. If the Company’s TLR as
of the last day of such fiscal year is equal to or less than 4.25:1 but above 3.75:1, the repayment percentage is 25% of ECF
and if the Company’s TLR as of the last day of such fiscal year is less than 3.75:1, no repayment from ECF is required. As of
December 31, 2025, no ECF payment was required because the Company’s TLR was below 3.75:1.

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72
The Senior Secured Credit Facility provides for customary restrictions on, among other things, additional indebtedness, liens,
dispositions of property, dividends, share repurchases, other distributions, transactions with affiliates and fundamental changes
such as mergers, consolidations, and liquidations. In general, the Company can make unlimited restricted payments – including
dividends and share repurchases – if the Company’s TLR does not exceed 3.50:1 (both before and after giving effect to such
payments). If the Company’s TLR exceeds 3.50:1, the Company will be generally  limited in the amount of restricted payments 
it can make up to the greater of $50 million or 50% of RE/MAX LLC’s consolidated EBITDA on a trailing twelve-month basis
(unless the Company relies on other restricted payment baskets available under the Senior Secured Credit Facility).
The Company calculates TLR quarterly and it is based on RE/MAX, LLC’s consolidated indebtedness and consolidated
EBITDA on a trailing twelve-month basis, both defined in the Senior Secured Credit Facility. For the twelve-month period ending
December 31, 2025, RE/MAX, LLC’s consolidated EBITDA, as defined in the Senior Secured Credit Facility, was $102.6 million
and as of December 31, 2025, the Company’s TLR was 3.12:1.
With certain exceptions, any default under any of the Company’s other agreements evidencing indebtedness in the amount of
$15.0 million or more constitutes an event of default under the Senior Secured Credit Facility.
Prior to July 2023, borrowings under the term loans and revolving loans accrued interest, at the Company’s option on (a)
LIBOR, provided LIBOR was no less than 0.50% plus an applicable margin of 2.50% and, provided further that such rate was
adjusted for reserve requirements for eurocurrency liabilities, if any (the “LIBOR Rate”) or (b) the greatest of (i) the prime rate
that was quoted by the Wall Street Journal, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50%
and (iii) the one-month Eurodollar Rate plus 1.00%, (such greatest rate, the “ABR”) plus, in each case, an applicable margin of
1.50%.
After July 2023, due to the transition away from LIBOR, borrowings under the term loans and revolving loans accrue interest, at
the Company’s option on (a) the adjusted forward-looking term rate based on the Term Secured Overnight Financing Rate
(“Adjusted Term SOFR”), provided if the Adjusted Term SOFR would be less than 0.50%, the Adjusted Term SOFR shall be
deemed to be 0.50%, plus an applicable margin of 2.50% or (b) the greatest of (i) the prime rate as quoted by the Wall Street
Journal, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Adjusted
Term SOFR plus 1.00%, (such greatest rate, the “ABR”), provided if the ABR would be less than 1.50%, ABR shall be deemed
to be 1.50%, plus in each case, an applicable margin of 1.50%. As of December 31, 2025, the interest rate on the term loan
facility was 6.3%.
If any amounts are drawn on the $50 million revolving line of credit as of the last day of any fiscal quarter, the terms of the
Company’s Senior Secured Credit Facility require the Company’s TLR to not exceed 4.50:1 as of the last day of four
consecutive fiscal quarters. As a result, as long as the Company’s TLR remains below 4.50:1, access to borrowings under the
revolving line of credit will not be restricted. A commitment fee of 0.5% per annum (subject to reductions) accrues on the
amount of unutilized revolving line of credit regardless of the Company’s TLR. As of the date of this report, no amounts were
drawn on the revolving line of credit.
10. Fair Value Measurements
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based
on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, the
Company follows a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
●
Level 1: Quoted prices for identical instruments in active markets.
●
Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in
markets that are not active, and model-derived valuations, in which all significant inputs are observable in active
markets. The fair value of the Company’s debt reflects a Level 2 measurement and was estimated based on quoted
prices for the Company’s debt instruments in an inactive market.
●
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its
own assumptions. Level 3 liabilities that are measured at fair value on a recurring basis consist of the Company’s
contingent consideration related to the acquisition of Motto.

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73
A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows (in thousands):
As of December 31, 2025
As of December 31, 2024
Fair Value   ​ ​ ​Level 1   ​ ​ ​Level 2   ​ ​ ​Level 3   ​ ​  Fair Value   ​ ​ ​Level 1   ​ ​ ​Level 2   ​ ​ ​Level 3
Liabilities - Contingent consideration (a)
$
1,275
$
—
$
—
$ 1,275
$
2,175
$
—
$
—
$ 2,175
(a) Recorded as a component of “Accounts payable”, “Accrued liabilities” and “Other liabilities, net of current portion” in the
accompanying Consolidated Balance Sheets.
The Company is required to pay additional purchase consideration totaling 8% of gross receipts collected by Motto each year
(the “Revenue Share Year”) through September 30, 2026, with no limitation as to the maximum payout. The annual payment is
required to be made within 120 days of the end of each Revenue Share Year. The fair value of the contingent purchase
consideration represents the forecasted discounted cash payments that the Company expects to pay. Increases or decreases
in the fair value of the contingent purchase consideration can result from changes in discount rates as well as the timing and
amount of forecasted revenues. The forecasted revenue growth assumption that is most sensitive is the assumed franchise
sales count for which the forecast assumes 30 franchise sales in the final Revenue Share Year. This assumption is based on
historical sales and an assumption of growth over time. A 10% reduction in the number of franchise sales and a 1% change to
the discount rate applied to the forecast would not substantially change the liability. As of December 31, 2025, the Company
does not anticipate making any further cash payments for contingent consideration associated with the acquisition of Gadberry
Group. The Company measures these liabilities each reporting period and recognizes changes in fair value, if any, in “Selling,
operating and administrative expenses” in the accompanying Consolidated Statements of Income (Loss).
The table below presents a reconciliation of the contingent consideration (in thousands):  
Total
Balance at January 1, 2024
$
2,760
Fair value adjustments
(225)
Cash payments
(360)
Balance at January 1, 2025
$
2,175
Fair value adjustments
(109)
Cash payments
(791)
Balance at December 31, 2025
$
1,275
The Company assesses categorization of assets and liabilities by level at each measurement date, and transfers between
levels are recognized on the actual date of the event or change in circumstances that caused the transfer. There were no
transfers between Levels I, II and III during the year ended December 31, 2025.
The following table summarizes the carrying value and estimated fair value of the Senior Secured Credit Facility (in thousands):
December 31, 2025
December 31, 2024
Carrying
Amount   ​ ​ ​
Fair Value
Level 2
  ​ ​ ​
Carrying
Amount   ​ ​ ​
Fair Value
Level 2
Senior Secured Credit Facility
$ 436,751
$ 432,711
$ 440,843
$ 435,022
11. Income Taxes
The Company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities for the expected future
tax consequences of temporary differences. Deferred tax assets are reduced by a valuation allowance when it is more likely
than not that they will not be realized.
“Income (loss) before provision for income taxes” as shown in the accompanying Consolidated Statements of Income (Loss) is
comprised of the following (in thousands):
Year Ended December 31,
2025
2024
2023
Domestic
$
(25,782)
$
(37,232)
$
(82,690)
Foreign
45,410
43,432
41,151
Total
$
19,628
$
6,200
$
(41,539)

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74
Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income (Loss) consist of the
following (in thousands):
Year Ended December 31,
2025
2024
2023
Current
Federal
$
691
$
(6,807)
$
1,748
Foreign
5,460
6,529
5,248
State and local
499
503
564
Total current expense
6,650
225
7,560
Deferred expense
Federal
(1,085)
(649)
39,634
Foreign
630
(1,453)
573
State and local
—
—
9,180
Total deferred expense (benefit)
(455)
(2,102)
49,387
Provision for income taxes
$
6,195
$
(1,877)
$
56,947
The table below provides the updated requirements of ASU 2023-09 for the year ended December 31, 2025. See Note 2,
Summary of Significant Accounting Policies—Recent accounting pronouncements for additional details on the adoption of ASU
2023-09.
The following table presents total cash paid, net of refunds, for income taxes disaggregated by jurisdiction (in thousands):
Year Ended
December 31, 2025
Federal
$
1,553
State
201
Foreign
Canada
3,197
Argentina
833
Other
1,388
Total
$
7,172
For the years ended December 31, 2024, and 2023, total net cash paid for income taxes were $6.7 million and $7.1 million,
respectively.

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75
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate for the year ended December 31, 2025,
is as follows:
Year Ended December 31, 2025
$
%
U.S. statutory tax rate
$
4,122
21.0 %
State and local taxes, net of federal benefit (a)(b)
329
1.7
Foreign tax effects
Canada - Rate Differential
438
2.2
Canada -Other
105
0.5
Foreign withholding taxes
Canada withholding taxes
913
4.7
Argentina withholding taxes
510
2.6
Other
850
4.3
Earnings and adjustments attributable to non-controlling interests (c)(d)
(57)
(0.3)
Effect of changes in tax laws or rates enacted in the current period
838
4.3
Effect of cross-border tax laws
Deferred impact on organizational restructure - Canada
(362)
(1.8)
Deemed royalty
364
1.9
Foreign Tax Credits
(3,079)
(15.7)
Nontaxable or nondeductible items
Share-based payment awards
853
4.3
162(m) compensation limitation
243
1.2
Other
(160)
(0.8)
Changes in Valuation Allowances Federal
758
3.9
Other Adjustments
Other
(470)
(2.4)
$
6,195
31.6 %
(a) The Company does not expect to have material state income tax expense. The states with the highest expected impact are
Colorado, California, Minnesota, Florida, New Jersey, Pennsylvania and Illinois.
(b) Encompasses state tax liabilities and any state-specific tax adjustments such as the write-off of state deferred tax assets
(including valuation allowances on state net operating losses (“NOL”s) and other state tax differences.
(c)
The majority of the Company’s income is generated via a pass-through entity of which the non-controlling interest owns
approximately 40%, that proportion of the Company’s income is not subject to U.S. or state income tax rates.
(d) Approximately 40% of foreign taxes paid at the RMCO level and corporate subsidiary taxes are attributable to the non-
controlling interest. As a result, these taxes are not creditable against the U.S. taxes of Holdings.

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As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, a
reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
Year Ended December 31,
2024
2023
U.S. statutory tax rate
21.0 %
21.0 %
State and local taxes, net of federal benefit
5.7
3.7
Income attributable to non-controlling interests (a)
(12.7)
(16.3)
Subtotal
14.0 %
8.4 %
Non-creditable foreign and domestic taxes - non-controlling interest (b)(c)
30.7
(4.6)
Non-creditable foreign taxes - RE/MAX Holdings (c)(d)
8.7
(0.5)
Foreign derived intangible income deduction
(8.6)
—
Other permanent differences
23.3
(3.4)
Uncertain tax positions
—
2.4
Foreign Tax Rate Differential
(2.5)
—
162(m) compensation limitation
1.6
—
Valuation Allowance
(108.0)
(153.1)
Effect of permanent difference - adjustment TRA liability
4.8
15.0
Other
5.7
(1.3)
(30.3)%
(137.1)%
(a) Given the majority of the Company’s income is generated via a pass-through entity of which the non-controlling interest
owns approximately 40%, that proportion of the Company’s income is not subject to U.S. or state income tax rates.
(b) Approximately 40% of foreign taxes paid at the RMCO level and corporate subsidiary taxes are attributable to the non-
controlling interest. As a result, these taxes are not creditable against the U.S. taxes of Holdings.
(c)
The percentage impact of these items in 2023 switched directionally because the Company’s pre-tax net income changed
from positive to negative.
(d) While a portion of foreign taxes are creditable within the U.S. since Canada’s tax rate is higher than the U.S. statutory rate
a portion of the tax paid will not be creditable.  
The components of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands):
As of December 31, 
2025
2024
Deferred tax assets
Goodwill, other intangibles and other assets
$
22,921
$
28,322
Settlement charge
—
1,180
Imputed interest deduction pursuant to tax receivable agreements
1,763
1,987
Operating lease liabilities
3,303
4,398
Compensation and benefits
3,427
5,238
Allowance for doubtful accounts
2,334
1,043
Property and equipment
1,749
442
Deferred revenue
4,055
3,624
Foreign tax credit carryforward
16,960
14,919
Net operating loss carryforward
2,795
1
163j business interest limitation carryforward
11,757
9,987
Other
2,319
3,812
Total deferred tax assets
73,383
74,953
Valuation allowance (a)
(68,812)
(69,211)
Total deferred tax assets, net of valuation allowance
4,571
5,742
Deferred tax liabilities
Goodwill, other intangibles and other assets
(10,289)
(10,888)
Operating lease assets
(1,722)
(2,408)
Other
(753)
(894)
Total deferred tax liabilities
(12,764)
(14,190)
Net deferred tax assets and liabilities
$
(8,193)
$
(8,448)
(a) In 2025 and 2024, a valuation allowance was recorded against the Company’s deferred tax assets as a result of a
combined three-year cumulative loss primarily due to the settlement of the 2023 industry class-action lawsuits.
As of December 31, 2025, the Company had $17.0 million in unutilized foreign tax credit carryforwards. If unused, the
carryforwards will begin to expire during the years 2027-2035. This amount has a valuation allowance recorded against it as of
December 31, 2025.

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As of December 31, 2025, the Company had $11.8 million of disallowed interest expense carryforwards under Section 162(j) of 
the Internal Revenue Code. These carryforwards do not expire and can be used to offset future taxable income, subject to 
annual limitations.  This amount has a valuation allowance booked against it as of December 31, 2024.
Net deferred tax assets are recorded for differences between the financial reporting basis and the tax basis of Holdings’
proportionate share of the net assets of RMCO. The Company recognizes deferred tax assets to the extent, based on available
evidence, that it is more likely than not that they will be realized. In making such a determination, the Company considers all
available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future
taxable income, tax planning strategies, and recent results of operations If not expected to be realized, a valuation allowance is
recorded to offset the deferred tax asset. As of December 31, 2025 a valuation allowance has been recorded against the
company’s deferred tax assets.
For December 31, 2025 and 2024, the Company did not provide for deferred taxes on unremitted earnings of foreign
subsidiaries that are permanently reinvested, for which withholding taxes would be due upon repatriation. The estimated
amount of additional tax that would be payable on this income if distributed would be immaterial.
The Company is subject to taxation in the U.S., various states, and in non-U.S. jurisdictions. The Company’s U.S. income tax
returns are primarily subject to examination from 2022 forward; however, U.S. tax authorities also have the ability to review
prior tax years to the extent loss carry-forwards and tax credit carryforwards are utilized. The open years for non-U.S. tax
returns range from 2016 through 2024 based on local statutes.
Uncertain Tax Positions
During 2021 and in connection with the INTEGRA acquisition, the Company assumed an uncertain tax position related to
certain U.S. tax matters and also recorded a largely offsetting related indemnification asset.
In 2023, 2024, and 2025 a portion of the uncertain tax position and related indemnification asset assumed in connection with
the INTEGRA acquisition were reversed as a result of lapse of applicable statute of limitations. As of December 31, 2025 there
is no reserve for uncertain tax positions.
Uncertain tax position liabilities represent the aggregate tax effect of differences between the tax return positions and the
amounts otherwise recognized in the consolidated financial statements and are recognized in “Income taxes payable” in the
Consolidated Balance Sheets. A reconciliation of the beginning and ending amount, excluding interest and penalties is as
follows:
As of December 31, 
2025
2024
2023
Balance, January 1
$
30
$
258
$
1,014
Decrease related to prior year tax positions
(30)
(228)
(756)
Balance, December 31 (a)
$
—
$
30
$
258
(a) Excludes accrued interest and penalties of $0.1 million for the year ended December 31, 2023. As of December 31, 2025,
there is no accrued interest and penalties. Interest and penalties are recognized in “Income taxes payable” within the
Consolidated Balance Sheets.
12. Equity-Based Compensation
During the second quarter of 2023, the Company’s stockholders approved a new Holdings 2023 Omnibus Incentive Plan (the
“2023 Incentive Plan”), that became effective immediately upon approval, superseding the prior 2013 Incentive Plan (the “2013
Incentive Plan”). The 2023 Incentive Plan along with the 2013 Incentive Plan (collectively referred to as the “Incentive Plan”),
include restrictive stock units which may have time-based or performance-based vesting criteria. In addition, during the fourth
quarter of 2023, pursuant to the inducement award exception under New York Stock Exchange Rule 303A.08, the Board of
Directors approved equity grants to the Company’s newly appointed CEO (“2023 CEO Grants”) which have both time-based
and performance-based vesting criteria.
The Company recognizes equity-based compensation expense in “Selling, operating and administrative expenses” in the
accompanying Consolidated Statements of Income (Loss). The Company recognizes corporate income tax benefits relating to
the vesting of restricted stock units in “Provision for income taxes” in the accompanying Consolidated Statements of Income
(Loss).

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78
Employee stock-based compensation expense under the Company’s Incentive Plan is as follows (in thousands):
Year Ended December 31, 
2025
2024
2023
Expense from time-based awards (a)
$
9,635
$
10,849
$
12,305
Expense from performance-based awards (a)(b)
3,338
2,942
3,718
Expense from bonus to be settled in shares (c)
3,654
5,064
3,513
Equity-based compensation expense
$
16,627
$
18,855
$
19,536
Tax benefit from equity-based compensation
(2,501)
(2,776)
(2,834)
Deficit / (excess) tax benefit from equity-based compensation
706
1,001
965
Net compensation cost
$
14,832
$
17,080
$
17,667
(a) Includes $0.7 million of expense recognized for time-based awards and $0.6 million of expense recognized for
performance-based awards, for the year ended December 31, 2025, for inducement awards granted to the Company's
CEO, Erik Carlson, in the fourth quarter of 2023, and two additional employees hired during the second half of 2025. As of
December 31, 2025, 804,311 restricted stock units remain outstanding assuming maximum achievement of the CEO
performance awards.
(b) Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement
against the performance conditions.
(c)
A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued
liabilities” in the Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are
issued.
Time-based Restricted Stock
Time-based restricted stock units and restricted stock awards are valued using the Company’s closing stock price on or just
prior to the date of grant. Grants awarded to the Company’s Board of Directors generally vest over a one-year period. Grants
awarded to the Company’s employees generally vest equally in annual installments over a two or three-year period. The 2023
CEO Grants vest over a one-year and three-year period. Compensation expense is recognized on a straight-line basis over the
requisite service period.
The following table summarizes equity-based compensation activity related to time-based restricted stock units and restricted
stock awards:
Shares
Weighted average
grant date fair
value per share
Balance, January 1, 2025
1,743,345
$
10.40
Granted (a)
1,656,049
$
8.80
Shares vested (including tax withholding) (b)
(907,191)
$
11.17
Forfeited
(488,340)
$
9.46
Balance, December 31, 2025
2,003,863
$
8.96
(a) The weighted average grant date fair value per share for the years ended December 31, 2024 and 2023 were $8.77 and
$15.50, respectively.
(b) Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of the employee's tax
withholding related to shares vesting are added back to the pool of shares available for future awards.
As of December 31, 2025, there was $9.3 million of total unrecognized expense for time-based restricted stock awards. This
compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.7 years. The
total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023, was $10.1 million, $12.0 million,
and $13.2 million, respectively.

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79
Performance-based Restricted Stock
Performance-based restricted stock units (“PSUs”) granted to employees under the Incentive Plan are stock-based awards that
generally vest at the end of a three-year period in which the number of shares ultimately received depends on the Company’s
achievement of a specified revenue target over a distinct performance period. The number of shares that could be issued range
from 0% to 200% of the participant’s target award and if the minimum threshold conditions are not met, no shares will vest.
PSUs that vest upon achievement of a specified revenue target are valued using the Company’s closing stock price on or just
prior to the date of grant. For these awards, compensation expense is recognized over the requisite service period and is
adjusted based on the estimated revenue achievement for each target. For the 2023 CEO Grants, the PSUs vest based on the
price of the Company’s class A common stock during the performance period that runs from the grant date through December
31, 2027. The number of shares that could be issued range from 0% to 200% of the participant’s target award and if the
minimum threshold conditions are not met, no shares will vest. PSUs for the 2023 CEO Grants are valued on the date of grant
using a Monte Carlo simulation and compensation expense is recognized over the derived service period.
The following table summarizes equity-based compensation activity related to PSUs:
Shares
Weighted average
grant date fair
value per share
Balance, January 1, 2025
1,025,661
$
6.22
Granted (a)
741,435
$
9.27
Shares vested (including tax withholding) (b)
(237,463)
$
11.40
Forfeited
(334,429)
$
9.86
Balance, December 31, 2025
1,195,204
$
6.06
(a) The weighted average grant date fair value per share for the years ended December 31, 2024 and 2023 were $8.81 and
$7.95, respectively.
(b) Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of the employee's tax
withholding related to shares vesting are added back to the pool of shares available for future awards.
  
As of December 31, 2025, there was $1.7 million of total unrecognized PSU expense. This compensation expense is expected
to be recognized over the weighted-average remaining vesting period of 1.5 years for PSUs. The total fair value of shares
vested during the years ended December 31, 2025, 2024 and 2023, was $2.7 million, $2.2 million, and $3.8 million,
respectively, for PSUs.
After giving effect to all outstanding awards, there were 3,530,869 additional shares available for the Company to grant under
the 2023 Incentive Plan as of December 31, 2025.
13. Commitments and Contingencies
The Company is subject to litigation claims arising in the ordinary course of business. Litigation and other disputes are
inherently unpredictable and subject to substantial uncertainties. The Company believes that it has adequately accrued for legal
matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable and
for related legal costs as incurred.

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80
U.S. Antitrust Litigation and Settlement
Beginning in March 2019, multiple putative class actions were filed against the National Association of Realtors (“NAR”), or in
one case a multiple listing service (“MLS”) defendant rather than NAR, RE/MAX, LLC, and other real estate companies,
alleging that certain NAR rules (or MLS rules) violated federal and state antitrust laws by inflating broker commissions. The
complaints make substantially similar allegations and seek substantially similar relief. Plaintiffs generally allege that NAR’s rule
requiring listing brokers to make a blanket, non-negotiable offer of buyer broker compensation results in increased costs to
sellers and violates antitrust law. They further allege that certain defendants use their agreements with franchisees to require
adherence to the NAR rule also in violation of antitrust law. Amended complaints added allegations of buyer steering and non-
disclosure of buyer-broker compensation. The cases listed below, along with the Copycat Cases (defined below), are
collectively referred to as the “Moehrl-related antitrust litigations.”
●
Christopher Moehrl et al. v. The National Association of Realtors, Realogy Holdings Corp., HomeServices of America, Inc.,
BHH Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc. RE/MAX, LLC., and Keller Williams Realty,
Inc., filed on March 6, 2019 in the U.S. District Court for the Northern District of Illinois.
●
Scott and Rhonda Burnett et al. v. The National Association of Realtors, Realogy Holdings Corp., HomeServices of
America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX, LLC, and Keller Williams Realty, Inc., filed on April 29,
2019 in the U.S. District Court for the Western District of Missouri.
●
Jennifer Nosalek et al. v. MLS Property Information Network, Inc., Anywhere Real Estate Inc. (f/k/a Realogy Holdings
Corp.), Century 21 Real Estate LLC, Coldwell Banker Real Estate LLC, Sotheby’s International Realty Affiliates LLC, Better
Homes and Gardens Real Estate LLC, ERA Franchise System LLC, HomeServices of America, Inc., BHH Affiliates, LLC,
HSF Affiliates, LLC, RE/MAX, LLC, Polzler & Schneider Holdings Corp., Integra Enterprises Corp., RE/MAX of New
England, Inc., RE/MAX Integrated Regions, LLC, and Keller Williams Realty, Inc., filed on December 17, 2020 in the U.S.
District Court for the District of Massachusetts.
On October 5, 2023, RE/MAX, LLC entered into a nationwide settlement agreement (the “U.S. Settlement Agreement”) to
resolve all claims in the Burnett and Moehrl cases and similar claims on a nationwide class basis (collectively, the “Nationwide
Claims”). The U.S. Settlement Agreement would release REMAX, LLC and the Company, their subsidiaries and affiliates, and
REMAX sub-franchisors, franchisees and their sales associates in the United States from the Nationwide Claims. By the terms
of the U.S. Settlement Agreement, RE/MAX, LLC agreed to implement specified business practice changes and pay $55.0
million (the “U.S. Settlement Amount”) into a qualified settlement escrow fund (the “U.S. Settlement Fund”). The Company used
available cash to fund the payment and recorded the U.S. Settlement Amount to “Settlement and impairment charges” within
the Consolidated Statements of Income (Loss) and recognized a corresponding liability in “Accrued liabilities” within the
Consolidated Balance Sheets during 2023. Until the conclusion of the appeals process, amounts paid into the escrow fund are
classified as “Restricted cash” within the Consolidated Balance Sheets.
The U.S. Settlement Agreement and any actions taken to carry out the U.S. Settlement Agreement are not an admission or 
concession of liability, or of the validity of any claim, defense, or point of fact or law on the part of any party. RE/MAX, LLC 
continues to deny the material allegations of the complaints in the Moehrl-related antitrust litigations and the Copycat Cases (as 
defined below). RE/MAX, LLC entered into the settlement after considering the risks and costs of continuing the litigation. On 
May 9, 2024 the court granted final approval of the U.S. Settlement Agreement. Appeals were subsequently filed in the United 
States Circuit Court of Appeals for the Eighth Circuit, including by a plaintiff in the Batton Action (defined below). The U.S. 
Settlement Agreement will become effective if the order approving the U.S. Settlement Agreement is affirmed at the conclusion 
of the appeals process.  
Mya Batton et al. v. The National Association of Realtors, Realogy Holdings Corp., HomeServices of America, Inc., BHH
Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX, LLC, and Keller Williams Realty, Inc., filed on
January 25, 2021 in the U.S. District Court for the Northern District of Illinois.
Copycat lawsuits to the Moehrl-related antitrust litigations were later filed by plaintiff Monty March in the Southern District of
New York (the “March Action”), plaintiff Christina Grace in the Northern District of California (the “Grace Action”), and plaintiff
Willsim Latham, LLC in the Eastern District of California (the “Willsim Action”) (together the “Copycat Cases”). The Copycat
Cases are stayed pending resolution of the appeal of the U.S. Settlement Agreement. The Company intends to vigorously
defend against all claims. The Copycat Cases that name the Company consist of:

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81
Monty March v. Real Estate Board of New York; Real Estate Board Of New York Listing Service; Brown Harris Stevens, LLC;
Christie’s International Real Estate LLC; Coldwell Banker LLC; Compass, Inc.; Core Marketing Services LLC; The Corcoran
Group, Inc.; Douglas Elliman, Inc.; Elegran Real Estate, D/B/A Elegran LLC; Engel & Volkers LLC; Fox Residential Group LLC;
Halstead Real Estate LLC; Homesnap Inc.; Keller Williams Nyc, LLC; Leslie J. Garfield & Co., Inc.; Level Group Inc.; M.N.S.
Real Estate Nyc, LLC; Modern Spaces LLC; The Agency LLC; The Modlin Group LLC; Nest Seekers International LLC; Oxford
Property Group LLC; R New York LLC; RE/MAX, LLC; Serhant LLC; Sloane Square LLC; and Sotheby’s International Realty
Affiliates LLC, filed November on 13, 2023 in the U.S. District Court for the Southern District of New York.
Christina Grace v. Bay Area Real Estate Information Services, Inc.; Marin Association of Realtors; North Bay Association of
Realtors; Northern Solano County Association of Realtors, Inc.; Solano Association of Realtors, Inc.; RE/MAX Holdings, Inc.;
Anywhere Real Estate Inc.; Vanguard Properties, Inc.; Twin Oaks Real Estate, Inc.; Windermere Real Estate Services
Company Inc.; Rapisarda & Fox, Inc.; Realty ONE Group, Inc.; Keller Williams Realty, Inc.; Compass, Inc.; and eXp World
Holdings, Inc., filed on December 8, 2023 in the U.S. District Court for the Northern District of California.
Willsim Latham, LLC v. MetroList Services, Inc., Sacramento Association of Realtors, Inc., Placer County Association of
Realtors, Inc., El Dorado County Association of Realtors, Lodi Association of Realtors, Yolo County Association of Realtors,
Central Valley Association of Realtors, Amador County Association of Realtors, Nevada County Association of Realtors, Sutter-
Yuba Association of Realtors, RE/MAX Holdings, Inc., Anywhere Real Estate Inc., Keller Williams Realty, Inc., eXp World
Holdings, Inc., Norcal Gold Inc., Century 21 Select Real Estate, Inc., William L. Lyon & Associates, Inc. Paul M. Zagaris, Inc.,
and Guide Real Estate, Inc., filed on January 18, 2024 in the U.S. District Court for the Eastern District of California.
On January 25, 2021, a similar action to the Moehrl-related antitrust litigations was filed in the Northern District of Illinois (the
“Batton Action”) alleging violations of federal antitrust law and unjust enrichment. The complaint makes substantially similar
allegations and seeks similar relief as the Moehrl-related antitrust litigations but alleges harm to homebuyers rather than home
sellers. The Company filed a motion to dismiss which was granted on May 2, 2022. The plaintiffs filed an amended complaint
adding state antitrust and consumer protection claims, and the Company filed a subsequent motion to dismiss. On February 20,
2024, the court dismissed plaintiffs’ claim seeking injunctive relief for violations of the Sherman Act and dismissed certain state
law claims in Tennessee and Kansas. The court denied the remainder of the Company’s motion to dismiss. The only claims that
remain are state law, and on April 15, 2024, the Company filed its answer. Plaintiffs filed a motion for leave to file a second
amended complaint on December 2, 2024, which sought to add new named plaintiffs and new claims. Defendants opposed and
the court denied the motion on May 7, 2025. On September 22, 2025, plaintiffs filed a motion seeking to certify a class. On
November 13, 2025, the court struck the plaintiffs’ motion to certify a class without prejudice and ordered the class certification
briefing stayed until the Burnett appeal is resolved.
On August 22, 2024, plaintiff Homie Technology, Inc. (“Homie”) filed suit against the National Association of Realtors, Anywhere
Real Estate, Inc., Keller Williams Realty, Inc., HomeServices of America, Inc., HSF Affiliates, LLC, RE/MAX, LLC, and Wasatch
Front Regional Multiple Listing Service, Inc. in the United States District Court for the District of Utah. The lawsuit alleges
certain NAR rules, many of which were at issue in the Moehrl-related antitrust litigations, created a barrier to entry for Homie as
a competitor, and that other defendants agreed and/or conspired to implement these rules and engaged in conduct that
foreclosed Homie from competing. The complaint alleges federal and state antitrust claims and tortious interference. The
plaintiff seeks injunctive relief and an unspecified amount of damages. RE/MAX, LLC filed a motion to dismiss on October 18,
2024. On July 15, 2025, the court dismissed the lawsuit and Homie’s claims. Homie filed an appeal on August 7, 2025 to the
United States Circuit Court of Appeals for the Tenth Circuit. The Company intends to vigorously defend the appeal.
Homie Technology, Inc. v. National Association of Realtors, Anywhere Real Estate, Inc., Keller Williams Realty, Inc.,
HomeServices of America, Inc. HSF Affiliates, LLC, RE/MAX, LLC, and Wasatch Front Regional Multiple Listing Service, Inc.,
Case No. 24-cv-00616, filed in the United States District Court for the District of Utah, Central Division.
The Company intends to vigorously defend against all remaining claims, including appeals. If the final approval of the U.S.
Settlement Agreement is not upheld on appeal, the Company may become involved in additional litigation or other legal
proceedings concerning the same or similar claims. As a result, the Company is unable to reasonably estimate the financial
impact of the litigation beyond what has been accrued for pursuant to the terms of the U.S. Settlement Agreement, and the
Company cannot predict, beyond the U.S. Settlement Amount, whether resolution of these matters would have a material effect
on its financial position or results of operations.

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82
Canadian Competition Act Litigation and Settlement
On April 9, 2021, a putative class action was filed in the Federal Court of Canada against multiple real estate companies,
including RE/MAX Ontario-Atlantic Canada Inc. (“REMAX OA”), which the Company acquired in July 2021, alleging violations
of the Canadian Competition Act related to certain Canadian Real Estate Association rules and real estate commission
practices. A similar national class action was filed on January 18, 2024. These cases listed below, are collectively referred to as
the “Canadian competition litigations.”
●
Mark Sunderland v. Toronto Regional Real Estate Board (TRREB), The Canadian Real Estate Association (CREA),
RE/MAX Ontario-Atlantic Canada Inc. o/a RE/MAX INTEGRA, Century 21 Canada Limited Partnership, Residential Income
Fund, L.P., Royal Lepage Real Estate Services Ltd., Homelife Realty Services Inc., Right At Home Realty Inc., Forest Hill
Real Estate Inc., Harvey Kalles Real Estate Ltd., Max Wright Real Estate Corporation, Chestnut Park Real Estate Limited,
Sutton Group Realty Services Ltd. and IPRO Realty Ltd., filed on April 9, 2021 in the Federal Court of Canada.
●
Kevin McFall v. Canadian Real Estate Association, et. al., filed January 18, 2024 in the Federal Court of Canada.
In early 2025, REMAX OA reached substantial agreement on monetary terms and business practice changes to resolve the
Canadian competition litigations. On April 29, 2025, REMAX OA entered into a settlement agreement to resolve all claims in
these litigations (the “Canadian Settlement Agreement”). Under the agreement, REMAX OA paid $7.8 million Canadian dollars
(the “Canadian Settlement Amount”) into a third-party interest-bearing account in second quarter of 2025 and agreed to certain
business practice changes consistent with those in the U.S. Settlement Agreement. Any actions taken to carry out the Canadian
Settlement Agreement are not an admission or concession of liability, or of the validity of any claim, defense, or point of fact or
law on the part of the Company. The Company continues to deny the material allegations of the Canadian competition
litigations. The Company entered into the settlement agreement after considering the risks and costs of continuing the litigation.
The Company used available cash to fund the payment and recorded the Canadian Settlement Amount to “Settlement and
impairment charges” within the Consolidated Statements of Income (Loss) and recognized a corresponding liability in “Accrued
liabilities” within the Consolidated Balance Sheets during the fourth quarter of 2024. The court approved the Canadian
Settlement Agreement on October 8, 2025 resulting in a reduction of $7.8 million Canadian dollars (translated to $5.6 million
U.S. dollars at the transaction date) in “Restricted cash” with a corresponding reduction of the liability in “Accrued liabilities”
within the Consolidated Balance Sheets during 2025. On October 8, 2025, the court dismissed REMAX OA from the Canadian
competition litigations pursuant to the terms of the settlement.
14. Defined-Contribution Savings Plan
The Company sponsors an employee retirement plan (the “401(k) Plan”) that provides certain eligible employees of the
Company an opportunity to accumulate funds for retirement. The Company provides matching contributions on a discretionary
basis. During the years ended December 31, 2025, 2024 and 2023, the Company recognized expense of $2.7 million, $2.6
million and $2.6 million, respectively, for matching contributions to the 401(k) Plan.
15. Segment Information
The Company operates under the following three reportable segments: Real Estate, Mortgage, and Marketing Funds. Mortgage
does not meet the quantitative significance test; however, management has chosen to report results for the segment as it
believes it will be a key driver of the Company’s future success. The Company presents all other business activities and
operating segments that do not meet the quantitative significance tests for reportable segments under Other.
The Company’s operating segments are assessed by the Company’s Chief Executive Officer, its chief operating decision maker
(the “CODM”). The Company’s CODM evaluates operating results of its segments based upon forecast or budget operating
results against actual operating results, including revenue, operating expenses and adjusted earnings before interest, the
provision for income taxes, depreciation and amortization and other non-cash and non-recurring cash charges or other items
(“Adjusted EBITDA”). Adjusted EBITDA is a non-GAAP measure of financial performance that differs from U.S. GAAP and the
Company’s presentation and evaluation of Adjusted EBITDA may not be a comparable measure to similar measures used by
other companies. The CODM utilizes these key metrics to make economic decisions of the Company, including as a factor in
determining capital allocation among the segments. Except for the adjustments identified below in arriving at Adjusted EBITDA,
the accounting policies of the reportable segments are the same as those described in Note 2, Summary of Significant
Accounting Policies.

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83
The following table presents revenue from external customers by segment (in thousands):
Year Ended December 31, 
2025
2024
2023
Continuing franchise fees
$
102,866
$
111,260
$
116,472
Annual dues
30,462
32,188
33,904
Broker fees
53,691
51,816
51,012
Franchise sales and other revenue
18,073
18,829
25,794
Total Real Estate revenue
205,092
214,093
227,182
Continuing franchise fees
9,999
10,751
10,912
Franchise sales and other revenue
3,675
3,858
3,081
Total Mortgage revenue
13,674
14,609
13,993
Marketing Funds fees
72,835
78,983
83,861
Total reportable segments revenue
291,601
307,685
325,036
Other (a)
—
—
635
Total revenue
$
291,601
$
307,685
$
325,671
(a) As of December 31, 2025, Other is not considered a reportable segment. See Note 2, Summary of Significant Accounting
Policies, for additional information.
The following table presents Selling, operating and administrative expenses by segment and includes a reconciliation of
reportable segment expenses in Adjusted EBITDA (in thousands):
Year Ended December 31, 
2025
2024
2023
Personnel
$
73,513
$
79,919
$
81,900
Professional fees
13,445
10,850
13,450
Lease costs
5,807
6,317
7,140
Events, travel and related costs
13,026
15,307
19,734
Other segment items (a)
20,057
17,649
25,148
Total Real Estate selling, operating and administrative expenses
125,848
130,042
147,372
Adjustments to arrive at segment expense in Adjusted EBITDA (b)
(19,910)
(18,853)
(24,495)
Total Real Estate expense in Adjusted EBITDA
$
105,938
$
111,189
$
122,877
Personnel
$
13,321
$
14,240
$
14,134
Professional fees
820
1,394
1,237
Lease costs
454
439
460
Events, travel and related costs
2,535
2,721
3,118
Other segment items (a)
3,689
3,291
3,495
Total Mortgage selling, operating and administrative expenses
20,819
22,085
22,444
Adjustments to arrive at segment expense in Adjusted EBITDA (b)
(1,747)
(2,403)
(1,531)
Total Mortgage expense in Adjusted EBITDA
$
19,072
$
19,682
$
20,913
Marketing Funds fees (c)
$
72,835
$
78,983
$
83,861
Other (d)
$
35
$
131
$
1,732
(a) Other segment items for each reportable segment include:
Real Estate – other technology expenses, bank fees, corporate administration expenses, commissions, insurance, 
property and other taxes, bad debt expense, and other miscellaneous expenses.  
Mortgage – other technology expenses, commissions, bad debt expense, and other miscellaneous expenses.
(b) This adjustment reconciles segment Selling, operating and administrative expenses to total segment expense included in
the measure of segment Adjusted EBITDA. These adjustments contain certain non-cash items and other non-recurring
cash charges or other items.  
(c)
Marketing Funds fees comprise the Company’s marketing campaigns designed to build and maintain brand awareness
and the development and operation of agent marketing technology. The Marketing Funds segment operates at no profit.
See Note 2, Summary of Significant Accounting Policies, for additional information.
(d) As of December 31, 2025, Other is not considered a reportable segment and is included in total Selling, operating and
administrative expenses. See Note 2, Summary of Significant Accounting Policies, for additional information.

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84
The following table presents a reconciliation of Adjusted EBITDA by segment to income (loss) before provision for income taxes
(in thousands):
Year Ended December 31, 
2025
2024
2023
Adjusted EBITDA: Real Estate
$
99,154
$
102,904
$
104,305
Adjusted EBITDA: Mortgage
(5,398)
(5,073)
(6,920)
Adjusted EBITDA: Total reportable segments (a)
93,756
97,831
97,385
Adjusted EBITDA: Other (a)
(35)
(131)
(1,097)
Settlement and impairment charges (b)
1,542
(5,483)
(73,783)
Equity-based compensation expense
(16,627)
(18,855)
(19,536)
Fair value adjustments to contingent consideration (c)
109
225
533
Restructuring charges (d)
(2,536)
(1,227)
(4,210)
Change in estimated tax receivable agreement liability (e)
(715)
(1,219)
25,298
Other adjustments (f)
(1,898)
(2,860)
(2,394)
Interest income
3,580
3,738
4,420
Interest expense
(31,700)
(36,258)
(35,741)
Depreciation and amortization
(25,848)
(29,561)
(32,414)
Income (loss) before provision for income taxes
$
19,628
$
6,200
$
(41,539)
(a) The Marketing Funds segment operates at no profit. In addition, as of December 31, 2025, Other is not considered a
reportable segment. See Note 2, Summary of Significant Accounting Policies, for additional information.
(b) 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, see Note 3, Leases, for additional
information on our leases. During 2024 and 2023, represents the settlements of certain industry class-action lawsuits and
other legal settlements, see Note 13, Commitments and Contingencies, for additional information. During 2023, in
connection with the Company’s annual goodwill impairment test, it concluded that the carrying value of the Mortgage
reporting unit within the Mortgage segment exceeded its fair value, resulting in an impairment charge to the Mortgage
reporting unit goodwill. See Note 7, Intangible Assets and Goodwill, for additional information.
(c)
Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of
the contingent consideration liabilities. See Note 10, Fair Value Measurements, for additional information.
(d) During 2025 and 2024, the Company restructured its support services to further enhance the overall customer experience.
Additionally, during 2023, the Company announced a reduction in force and reorganization intended to streamline the
Company’s operations and yield cost savings over the long term. See Note 2, Summary of Significant Accounting Policies,
for additional information.
(e) Change in estimated tax receivable agreement liability is the result of a valuation allowance on deferred tax assets. See
Note 4, Non-controlling Interest and Note 11, Income Taxes, for additional information.
(f)
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 and 2023.
The following table presents total assets of the Company’s segments (in thousands):
As of December 31, 
2025
2024
Real Estate
$
504,451
$
508,081
Marketing Funds
28,192
29,069
Mortgage
49,832
44,433
Other (a)
—
11
Total assets
$
582,475
$
581,594
(a) Other is not considered a reportable segment.
Virtually all long-lived assets are within the United States.

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85
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
A.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934 (Exchange Act), that are designed to ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed is accumulated and communicated to our management, including our Principal
Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, under the supervision and with the participation of our Principal Executive Officer and Principal Financial
Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this Annual Report on Form 10-K. Based on that
evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that as of December 31, 2025 our
disclosure controls and procedures were effective.
B.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of assets of the company, (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of consolidated financial statements for external purposes in accordance with U.S.
generally accepted accounting principles and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company, and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the
consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of the Company's internal control over financial reporting as of December 31,
2025, using the criteria in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on this evaluation, our management concluded that the
Company’s internal control over financial reporting was effective as of December 31, 2025.
Ernst & Young LLP, an independent registered public accounting firm, has independently assessed the effectiveness of our
internal control over financial reporting as of December 31, 2025. See Part II, Item 8, “Report of Independent Registered Public
Accounting Firm.”
C.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required
by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our fourth fiscal quarter ended December 31, 2025
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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86
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the
Exchange Act) informed us of the adoption, modification, or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule
105b-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a Code of Conduct and a Supplemental Code of Ethics for the Chief Executive Officer and Senior Financial
Officers. Both of these codes apply to our chief executive officer, principal financial officer, principal accounting officer and
controller, or persons performing similar functions. Both codes are available on our website at www.remaxholdings.com.
We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities by directors,
officers, and employees. The Company believes that its policy is reasonably designed to promote compliance with insider
trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of the Company’s insider
trading policy is incorporated herein by reference with this Annual Report on Form 10-K as Exhibit 19.1.
The remaining information required by this Item 10 will be included in our definitive proxy statement for our 2025 annual
meeting of stockholders (the “Proxy Statement”) and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The following table provides information as of December 31, 2025 with respect to shares of our Class A common stock issuable
under our equity compensation plan:
Equity Compensation Plan Information
Remaining Available for
Future Issuance Under
Number of Securities to
Weighted-Average
Equity Compensation
be Issued Upon Exercise
Exercise Price of
Plans (Excluding
of Outstanding Options,
Outstanding Options,
Securities Reflected in
Plan Category
Warrants and Rights
Warrants and Rights (2)
Column (a))
Equity compensation plans
approved by security holders
 2,705,586 (1)
$ 22.58
 3,530,869
Equity compensation plans not
approved by security holders
 804,311 (3)
 —
 —
Total
 3,509,897 (1)
$ 22.58
 3,530,869
(1) Represents the number of shares issuable upon vesting of unvested restricted stock units (“RSUs”) and upon exercise of
vested options. As of December 31, 2025, 2,394,756 unvested RSUs and 310,830 vested options were outstanding.
(2) Represents the weighted-average exercise price of outstanding options. The weighted average exercise price does not
take into account shares issuable upon vesting or delivery of restricted stock units because these have no exercise price.
(3) Represents the number of underlying shares of common stock associated with 590,463 performance-based restricted 
stock units and 213,848 time-based restricted stock units outstanding pursuant to inducement grants to the newly 
appointed CEO in the fourth quarter of 2023 and two additional employees hired in the second half of 2025.  
The remaining information required by this Item 12 will be included in the Proxy Statement and is incorporated herein by
reference.

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87
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item 13 will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1.
Consolidated Financial Statements
The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
●
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024
●
Consolidated Statements of Income (Loss) for the fiscal years ended December 31, 2025, December 31, 2024 and
December 31, 2023
●
Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 31,
2025, December 31, 2024 and December 31, 2023
●
Consolidated Statements of Stockholders’ Equity (deficit) for the fiscal years ended December 31, 2025, December
31, 2024 and December 31, 2023
●
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2025, December 31, 2024 and
December 31, 2023
●
Notes to Consolidated Financial Statements
●
Report(s) of Independent Registered Public Accounting Firm
2.
Financial Statement Schedules
Separate financial statement schedules have been omitted because such information is inapplicable or is included in the
financial statements or notes described above.
3.
Exhibits
The exhibits listed in the Index to Exhibits, which appears immediately following the signature page and is incorporated
herein by reference, are filed or incorporated by reference as part of this Annual Report on Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.

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88
INDEX TO EXHIBITS
Exhibit No.   ​ ​ ​
Exhibit Description
  ​ ​ ​ Form   ​ ​ ​ File Number   ​ ​ ​ Date of First Filing   ​ ​ ​ Exhibit Number   ​ ​ ​ Filed Herewith  
2.1
Stock Purchase Agreement,
dated June 3, 2021, by and
among A La Carte U.S., LLC, A
La Carte Investments Canada,
Inc., RE/MAX, LLC, Brodero
Holdings, Inc., and Fire-Ball
Holdings Corporation, Ltd.
8-K
001-36101
6/3/2021
2.1
3.1
Amended and Restated
Certificate of Incorporation
10-Q
001-36101
11/14/2013
3.1
3.2
Amended and Restated Bylaws
of RE/MAX Holdings, Inc.
8-K
001-36101
2/22/2018
3.1
3.3
Amendment No. 1 to Amended
and Restated Bylaws of RE/MAX
Holdings, Inc.
8-K
001-36101
5/31/2023
3.1
4.1
Form of RE/MAX Holdings, Inc.’s
Class A common stock
certificate.
S-1
333-190699
9/27/2013
4.1
4.2
Description of the Registrant’s
Securities Registered under
Section 12 of the Securities
Exchange Act of 1934, as
amended.
10-K
001-36101
2/21/2020
4.2
10.1
2013 Omnibus Incentive Plan
and related documents.†
S-8
333-191519
10/1/2013
4.2
10.2
Lease, dated April 16, 2010, by
and between Hub Properties
Trust and RE/MAX International,
LLC.
S-1
333-190699
8/19/2013
10.5
10.3
Registration Rights Agreement,
dated as of October 1, 2013, by
and among RE/MAX Holdings,
Inc. and RIHI, Inc.
10-Q
001-36101
11/14/2013
10.8
10.4
Management Services
Agreement, dated as of October
1, 2013, by and among RMCO,
LLC, RE/MAX, LLC and RE/MAX
Holdings, Inc.
10-Q
001-36101
11/14/2013
10.9
10.5
RMCO, LLC Fourth Amended
and Restated Limited Liability
Company Agreement.
10-K
001-36101
2/21/2020
10.5
10.6
Tax Receivable Agreement,
dated as of October 7, 2013, by
and between RIHI, Inc. and
RE/MAX Holdings, Inc.
10-Q
001-36101
11/14/2013
10.11

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89
Exhibit No.   ​ ​ ​
Exhibit Description
  ​ ​ ​ Form   ​ ​ ​ File Number   ​ ​ ​ Date of First Filing   ​ ​ ​ Exhibit Number   ​ ​ ​ Filed Herewith  
10.7
Tax Receivable Agreement,
dated as of October 7, 2013, by
and between Weston Presidio V,
L.P. and RE/MAX Holdings, Inc.
10-Q
001-36101
11/14/2013
10.12
10.8
Form of Indemnification
Agreement by and between
RE/MAX Holdings, Inc. and each
of its directors and executive
officers.†
S-1
333-190699
9/27/2013
10.3 
10.9
Form of Time-Based Restricted
Stock Unit Award.†
10-K
333-190699
2/24/2017
10.11
10.10
Form of Time-Based Restricted
Stock Unit Award.†
10-K
001-36101
2/25/2021
10.10
10.11
Form of Time-Based Restricted
Stock Unit Award.†
10-Q
001-36101
12/21/2021
10.2
10.12
Form of Performance-Based
Restricted Stock Unit Award.†
10-K
001-36101
2/22/2019
10.12
10.13
Form of Performance-Based
Restricted Stock Unit Award. †
10-K
001-36101
2/25/2021
10.12
10.14
Form of Restricted Stock Award
(Directors and Senior Officers).†
S-1
333-190699
9/27/2013
10.15
10.15
Form of Restricted Stock Award
(General).†
S-1
333-190699
9/27/2013
10.16
10.16
Form of Stock Option Award
(Directors and Senior Officers).†
S-1
333-190699
9/27/2013
10.17
10.17
Form of Stock Option Award
(General).†
S-1
333-190699
9/27/2013
10.18
10.18
Joinder, dated May 29, 2015,
among RE/MAX Holdings, Inc.,
Weston Presidio V., L.P. and
Oberndorf Investments LLC.
10-Q
001-36101
8/7/2015
10.3
10.19
Joinder, dated October 4, 2018, 
among RE/MAX Holdings, Inc.,  
Oberndorf Investments LLC and 
Parallaxes Capital Opportunities 
fund I LP.
10-K
001-36101
2/22/2019
10.18
10.20
Joinder, dated December 19,
2018, among RE/MAX Holdings,
Inc., Parallaxes Capital
Opportunities Fund I LP and
Parallaxes Rain
Co-Investment, LLC.
10-K
001-36101
2/22/2019
10.19

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90
Exhibit No.   ​ ​ ​
Exhibit Description
  ​ ​ ​ Form   ​ ​ ​ File Number   ​ ​ ​ Date of First Filing   ​ ​ ​ Exhibit Number   ​ ​ ​ Filed Herewith  
10.21
Amended and Restated Credit
Agreement, dated as of
December 15, 2016, among
RMCO, LLC, RE/MAX, LLC, the
several lenders from time to time
parties thereto, and JPMorgan
Chase Bank, N.A., as
administrative agent.*
8-K
001-36101
12/21/2016
10.1
10.22
Consent and Waiver, dated
November 14, 2017 with respect
to the Amended and Restated
Credit Agreement, dated as of
December 15, 2016 among
RE/MAX, LLC; RMCO, LLC; the
several banks and other financial
institutions or entities from time
to time party thereto; and
JPMorgan Chase Bank, N.A., as
administrative agent.
8-K
001-36101
11/15/2017
10.1
10.23
Second Consent and Waiver,
dated December 19, 2017 with
respect to the Amended and
Restated Credit Agreement,
dated as of December 15, 2016
among RE/MAX, LLC; RMCO,
LLC; the several banks and other
financial institutions or entities
from time to time party thereto;
and JPMorgan Chase Bank,
N.A., as administrative agent.
8-K
001-36101
12/26/2017
10.1
10.24
Second Amended and Restated
Credit Agreement, dated as of
July 21, 2021, by and among
RMCO, LLC, RE/MAX, LLC, the
several lenders from time to time
parties thereto, and JPMorgan
Chase Bank, N.A., as
administrative agent.
8-K
001-36101
7/21/2021
10.1
10.25
Equity Purchase Agreement,
dated January 1, 2019, by and
between RADF, LLC and David
Liniger.*
10-K
001-36101
2/22/2019
10.23
10.26
Asset Purchase Agreement,
dated January 1, 2019, by and
between RE/MAX Texas Ad
Fund, Inc.  
10-K
001-36101
2/22/2019
10.24
10.27
Share Purchase Agreement,
dated January 1, 2019, by and
between RE/MAX of Western
Canada (1998), LLC and David
Liniger.
10-K
001-36101
2/22/2019
10.25

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91
Exhibit No.   ​ ​ ​
Exhibit Description
  ​ ​ ​ Form   ​ ​ ​ File Number   ​ ​ ​ Date of First Filing   ​ ​ ​ Exhibit Number   ​ ​ ​ Filed Herewith  
10.28
Share Purchase Agreement,
dated January 1, 2019, by and
between Motto Franchising, LLC
and David Liniger.
10-K
001-36101
2/22/2019
10.26
10.29
Executive Separation and
General Release Agreement.
8-K
001-36101
1/11/2022
10.1
10.30
Interim Executive Agreement.
8-K
001-36101
1/11/2022
10.2
10.31
Form of RE/MAX Holdings, Inc.
Reward and Retention
Agreement.
8-K
001-36101
1/11/2022
10.3
10.32
First Amendment to Interim
Executive Agreement.
8-K
001-36101
11/2/2022
10.1
10.33
Form of Time-Based Restricted
Stock Unit Award.†
10-Q
001-36101
5/4/2023
10.1
10.34
Form of Performance-Based
Restricted Stock Unit Award.†
10-Q
001-36101
5/4/2023
10.2
10.35
2023 Omnibus Incentive Plan
and related documents.†
S-8
333-272219
5/26/2023
4.4
10.36
Change in Control Severance
Plan.†
8-K
001-36101
5/31/2023
10.1
10.37
RE/MAX Holdings, Inc. Deferred
Compensation Plan.†
10-Q
001-36101
8/2/2023
10.3
10.38
Amended and Restated Interim
Executive Agreement, dated
August 31, 2023.†
8-K
001-36101
9/7/2023
10.1
10.39
Executive Agreement.*†
8-K
001-36101
11/13/2023
10.1
10.40
Form of Award Agreement –
Time-Based RSU Awards.†
8-K
001-36101
11/13/2023
10.2
10.41
Form of Award Agreement –
Performance-Based RSU
Award.†
8-K
001-36101
11/13/2023
10.3
10.42
Form of RE/MAX Holdings, Inc.
Retention Agreement.†
8-K
001-36101
11/13/2023
10.4
10.43
Form of Performance-Based
Restricted Stock Unit Award.†
10-Q
001-36101
5/2/2024
10.2
10.44
Letter Agreement, dated May 31,
2024, between RE/MAX
Holdings, Inc. and Serene
Smith.†
8-K
001-36101
6/3/2024
10.1
10.45
Form of Bonus Agreement. †
8-K
001-36101
5/20/2025
10.1
10.46
Amendment to RE/MAX
Holdings, Inc. 2023 Omnibus
Incentive Plan. †
8-K
001-36101
5/20/2025
10.2

Table of Contents
92
Exhibit No.   ​ ​ ​
Exhibit Description
  ​ ​ ​ Form   ​ ​ ​ File Number   ​ ​ ​ Date of First Filing   ​ ​ ​ Exhibit Number   ​ ​ ​ Filed Herewith  
10.47
Employee Separation Agreement
and General Release of All
Claims, dated June 16, 2025
between RE/MAX, LLC and
Grady Ligon.†
8-K
001-36101
6/17/2025
10.1
10.48
Consulting Agreement dated May
13, 2025 between RE/MAX
Holdings, Inc. and Stephen
Joyce.†
10-Q
001-36101
7/29/2025
10.1
10.49
Independent Contractor
Agreement dated June 15, 2025
between RE/MAX Holdings, Inc.
and Ward Morrison.†
10-Q
001-36101
7/29/2025
10.2
10.50
Second Amendment, dated
September 30, 2025, to the
Second Amended and Restated
Credit Agreement, dated as of
July 21, 2021, by and among
RE/MAX, LLC; RMCO, LLC; the
several lenders from time to time
parties thereto, and JPMorgan
Chase Bank, N.A., as
administrative agent.
8-K
001-36101
10/1/2025
10.1
10.51
Severance and Retirement
Plan.†
X
10.52
Form of Award Agreement –
Performance-Based RSU
Award.†
X
19.1
RE/MAX Holdings, Inc. Insider
Trading Policy
10-K
001-36101
2/20/2025
19.1
21.1
List of Subsidiaries.
X
23.1
Consent of Independent
Registered Public Accounting
Firm.
X
24.1
Power of Attorney (included on
signature page).
X
31.1
Certification of Chief Executive
Officer pursuant to Rule 13a-
14(a) of the Securities Exchange
Act of 1934, as amended.
X
31.2
Certification of Chief Financial
Officer pursuant to Rule 13a-
14(a) of the Securities Exchange
Act of 1934, as amended.
X

Table of Contents
93
Exhibit No.   ​ ​ ​
Exhibit Description
  ​ ​ ​ Form   ​ ​ ​ File Number   ​ ​ ​ Date of First Filing   ​ ​ ​ Exhibit Number   ​ ​ ​ Filed Herewith  
32.1
Certification of Chief Executive
Officer and Chief Financial
Officer, pursuant to 18 U.S.C.
Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
X
97.1
Amended and Restated Incentive
Compensation Recoupment
Policy.
10-K
001-36101
2/22/2024
97.1
101
The following materials from the
Company’s Annual Report on
Form 10-K for the year ended
December 31, 2025 formatted in
Inline Extensible Business
Reporting Language (iXBRL):
(i) the Consolidated Statements
of Income (Loss), (ii) the
Consolidated Statements of
Comprehensive Income (Loss),
(iii) the Consolidated Balance
Sheets, (iv) the Consolidated
Statements of Cash Flows,
(v) the Consolidated Statements
of Stockholders’ Equity (deficit)
and (vi) related notes.
X
104
Cover Page Interactive Data File
– The cover page interactive data
file does not appear in the
Interactive Data File because its
XBRL tags are embedded within
the Inline XBRL document.
X
† Indicates a management contract or compensatory plan or arrangement.
* Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to
furnish supplemental copies of any omitted exhibits and schedules upon request by the SEC.

Table of Contents
94
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
RE/MAX Holdings, Inc.
(Registrant)
  ​ ​ ​  
Date: February 19, 2026
By:
/s/ Erik Carlson
Erik Carlson
Chief Executive Officer
(Principal Executive Officer)
Date: February 19, 2026
By:
/s/ Karri R. Callahan
Karri R. Callahan
Chief Financial Officer
(Principal Financial Officer)
Date: February 19, 2026
By:
/s/ Leah R. Jenkins
Leah R. Jenkins
Chief Accounting Officer
(Principal Accounting Officer)

Table of Contents
95
POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Erik Carlson
and Karri R. Callahan, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign
any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or such person’s substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
  ​ ​ ​
Title
  ​ ​ ​
Date
/s/ Erik Carlson
Director and Chief Executive Officer
February 19, 2026
Erik Carlson
(Principal Executive Officer)
/s/ Karri R. Callahan
Chief Financial Officer
February 19, 2026
Karri R. Callahan
(Principal Financial Officer)
/s/ Leah R. Jenkins
Chief Accounting Officer
February 19, 2026
Leah R. Jenkins
(Principal Accounting Officer)
/s/ David L. Liniger
Chairman and Co-Founder
February 19, 2026
David L. Liniger
/s/ Roger J. Dow
Lead Independent Director
February 19, 2026
Roger J. Dow
/s/ Norman K. Jenkins
Director
February 19, 2026
Norman K. Jenkins
/s/ Annita M. Menogan
Director
February 19, 2026
Annita M. Menogan
/s/ Cathleen Raffaeli
Director
February 19, 2026
Cathleen Raffaeli
/s/ Katherine L. Scherping
Director
February 19, 2026
Katherine L. Scherping
/s/ Teresa S. Van De Bogart
Director
February 19, 2026
Teresa S. Van De Bogart

1
Exhibit 10.51
RE/MAX, LLC Severance and Retirement Plan
1.
Purpose
The purpose of the RE/MAX, LLC Severance and Retirement Plan (the “Plan”) is to provide
payments and/or other benefits to employees of RE/MAX, LLC and its subsidiaries (the
“Company”) in the United States whose employment is involuntarily terminated or who retire.
The Plan was initially effective May 24, 2023, and is amended and restated effective January
13, 2026 (the “Effective Date”). This amended and restated version of the Plan applies to all
terminations of employment from the Company in the United States which occur on or after
the Effective Date. Except for the Company’s Change in Control Severance Plan, as amended
or replaced, this Plan, as amended and restated on the Effective Date, supersedes all severance
plans, policies or arrangements previously maintained or offered by the Company and its
predecessors for the benefit of their employees (other than any individual employment
agreements, if applicable).
2.
Eligibility
Except as provided below, all regular Full-Time or Part-Time employees in the United States
as shown as such on the payroll records of the Company (“Eligible Employee” or
“Employee”) are eligible to receive Severance Benefits according to the terms of this Plan, and
in consideration of a release agreement (as further described in Section 8), if the Company
terminates their employment after the Effective Date for a reason set forth in Section 3.1
Further, Eligible Employees who meet the eligibility requirements in this Plan are entitled to
Retirement Benefits. This Plan is not intended to, and will not be interpreted to, provide any
duplication of any entitlement to severance benefits that Employee may be entitled to under
applicable law or under any other plan, policy or agreement with the Company. For the
avoidance of doubt, any severance received under the Change in Control Severance Plan
(following a Change in Control, as defined in such plan) is in lieu of, and not in addition to,
severance entitles that otherwise would be paid to the Eligible Employee under this Plan.
3.
Eligible Termination Reasons for Severance Benefits
●
An Employee whose employment is terminated by the Company as a result of position
elimination or reduction in force (including related to the transfer or sale of a business or
the assets of a business, except as described in Section 4 below) will be eligible for
Severance Benefits as set forth in this Plan.
●
Any other reason the Company determines should result in the payment of Severance
Benefits under this Plan, provided that the reason constitutes an involuntary separation
from service.
1 Examples of individuals who are not Employees are temporary or seasonal workers, interns, consultants, individuals classified as
independent contractors by the Company (even if such individuals are later reclassified as common law employees of the Company by
the Company, a court or a governmental agency), and other individuals who are working on an assignment for the Company through an
outsource arrangement, such as a temporary staffing or leasing arrangement

2
4.
Non-Eligible Termination Reasons for Severance Benefits
An Employee is ineligible for Severance Benefits under this Plan if employment is terminated
for reasons including, but not limited to, the following:
●
Voluntary resignation;
●
Termination of employment in connection with the sale or transfer of any portion of the
Company’s business or operations to a Successor if Employee declines a Comparable
Position or accepts continued employment with Company or Successor in another position,
even if such employment is not in a Comparable Position;
●
Misconduct as defined in this Plan;
●
Death;
●
Failure to meet performance standards;
●
Employee termination of employment with the Company pursuant to a position
elimination or reduction in force but prior to the designated termination date without
Company approval;
●
Temporary layoff or a leave of absence;
●
Eligibility for long-term disability benefits
5.
Severance Pay and Other Benefits
The amount of Severance Pay payable to Eligible Employees will be determined based on
their Years of Service, Regular Base Salary and job title. The amount of Severance Pay will be
based upon the Employee’s Regular Base Salary as of the Termination Date. Severance Pay
shall be paid as provided under Appendix B.
Employee benefits: Subject to the terms of the applicable plan documents, and in accordance
with the Company’s policies applicable to similarly situated employees, medical, dental,
vision, and EAP (if applicable) shall be continued on behalf of eligible employees and their
covered dependents until the last day of the month in which the Termination Date occurs if
employee was covered under a Company plan at the time of the severance event. As an
additional Severance Benefit under this Plan, the Company will pay a “Health Benefits
Stipend” towards the applicable premiums to the major medical, dental, and vision plan
provider/insurer (collectively the “health benefit programs”) concurrent with each pay period
for the duration of the eligible employee’s Severance Period in which post-termination
benefits are elected in accordance with the Consolidated Omnibus Budget Reconciliation Act
of 1985, as codified in Section 4980B of the Internal Revenue Code of 1986, as amended, and
corresponding provisions of the Employee Retirement Income Security of 1974, as amended
(“COBRA”). Such Health Benefits Stipend payment may, as determined by the Company,
constitute taxable income to the Eligible Employee and shall be provided only to the extent
that any such employee is actually eligible and properly and timely elects to receive COBRA
benefits in accordance with the terms and conditions set forth by the Company under its health
benefit programs.
Eligible Employees receiving Severance Pay will not be eligible to continue active
participation in any Company benefit plan or program, except to the extent expressly provided
otherwise under the terms of the applicable benefit plan or program.

3
6.
Retirement Eligibility
An Employee who voluntarily terminates their employment and meets all of the following
criteria is eligible for Retirement Benefits:
●
A voluntary termination of employment by Employee (other than voluntary termination by
Employee after the Company has provided notice of termination)
●
At least ten Years of Service;
●
Employee’s age is at least 50 years;
●
The sum of the Employee’s age and Years of Service equals or exceeds 70 years;
●
Employee provides the Company no less than six months’ notice prior to the Termination
Date and does not engage in Misconduct between the notice date and the Termination
Date.
7.
Retirement Benefits
Any Employee whose termination is due to Retirement shall be entitled to the Retirement
Benefits set forth in Appendix C.
Employees who have restricted stock units (“RSUs”) are advised that meeting the Years of
Service plus age criteria for Retirement in Section 6 may result in the RSUs being considered
vested for certain tax purposes. This may increase your tax withholding rates. Please contact
the Payroll Department for more information.
Eligible Employees who have notified the Company of their intention to retire shall generally
not be eligible to receive additional long-term incentive equity grants during the six months
preceding their planned retirement date.
Eligible Employees receiving Retirement Benefits will not be eligible to continue active
participation in any Company benefit plan or program, except to the extent expressly provided
otherwise under the terms of the applicable benefit plan or program.
8.
Requirement of Agreement and Release and Restrictive Covenant
Severance Benefits and Retirement Benefits under this Plan are conditioned upon Employee
signing an Agreement and Release as provided by the Company which may include certain
restrictive covenants and will include a comprehensive release of all claims. The Agreement
and Release must be signed by employee and become irrevocable within sixty (60) days
following the Termination Date. In this Agreement and Release, Employee will release the
Company and its directors, officers, employees and agents from any and all claims Employee
may have against them, subject to applicable law. Under the Agreement and Release,
Employee must also agree to certain restrictive covenants which may include some or all of
the following: (i) not to solicit business similar to any business offered by the Company from
any Company customer, (ii) not to advise any entity to cancel or limit its business with the
Company, (iii) not to recruit, solicit, or encourage any employee to leave their employment
with the Company, (iv) not to disclose any of Company’s trade secrets or confidential
information, (v) not to compete with the Company for the Severance Period; and (vi) not to
disparage the Company or its employees in any

4
way. These obligations are in addition to any other restrictive covenants Employee may have
executed while employed by Company. Payments under this Plan will not be made until on or
after the eighth day following the date on which the Company has received Employee’s
fully executed Agreement and Release (which has not been revoked) and timing of payments
will be as specified under Section 9.
9.
Method and Timing of Payment
The length of time an Employee is eligible to receive Severance Pay under this Plan (the
“Severance Period”) is set forth in Appendix B. Severance Pay and Retirement Benefits will
be paid subject to Section 15 (“Taxes”). Payment (excluding pro-rata bonuses discussion in
Section 10) will begin within 30 days following the date on which the Agreement and Release
required under Section 8 has been executed and is fully effective and nonrevocable (but in no
event more than 60 days after the Termination Date). Payments are generally made in the form
of salary continuation during the Severance Period. If an employee dies after becoming
eligible for Severance Pay and executing an Agreement and Release but before receipt of all
Severance Pay, the Severance Pay, will be paid to the employee’s estate in one lump sum
within sixty (60) days of the Employee’s death. All payments will be net of amounts withheld
with respect to taxes, offsets, or other obligations.
10.
Proration of Annual Bonuses
An Eligible Employee will be paid a pro-rata portion of their bonus if designated in Appendix
B and Appendix C, based on the portion of the bonus plan year the employee was actively
employed by the Company, provided the Eligible Employee’s Termination Date occurs after
June 30 of the bonus year and the Eligible Employee is entitled to Severance Pay or
Retirement Benefits. Any such bonus payment will be made at such time as determined by the
Company in its sole discretion (but no later than March 15 of the calendar year following the
year of the Employee’s Termination Date), and will be based on the Company’s achievement
of financial or other goals and/or Employee’s pre-established performance criteria as well as
the applicable bonus plan document. The amount and payment of the bonus, if any, will be
determined in the discretion of the Company and in accordance with the applicable policy. In
addition, if separation occurs after the completion of a calendar year but before the bonus with
respect to the completed year (if any) has been paid, Employee shall be entitled to the bonus
for the completed year commensurate with the achievement levels approved by the
Compensation Committee.
11.
Requirement for Repayment of Severance Pay
In the event Employee is re-employed in any capacity in the Company or any of its
subsidiaries or affiliates prior to the payment of Severance Pay commencement of or within the
Severance Period, or otherwise performs services for the Company as a contractor during the
Severance Period, the payment of any Severance Benefits payable with respect to the prior
termination immediately will cease and such Severance Pay will no longer be payable under
this Plan.
If Employee obtains employment with another entity during the Severance Period, Employee
will continue to receive any remaining Severance Benefits, subject to the terms

5
of this Plan, unless the Company determines that Employee has violated any post-employment
obligations Employee owes to the Company, including but not limited to those set forth in the
Agreement and Release.
12.
Administration
This Plan is intended to be interpreted and administered in accordance with the requirements
of applicable law. The Benefits Council and the Administrator have the absolute discretion and
exclusive right to interpret, construe and administer the Plan and to make final determinations
on all questions arising under the Plan, including but not limited to, questions concerning
eligibility for, the amount of and receipt of Plan benefits. All decisions of the Benefits Council
will be conclusive, final and binding upon the parties. The Company reserves the right to
amend or terminate this Plan at any time and for any reason, with or without retroactive effect.
13.
Definitions
a) Administrator and Benefits Council shall mean the Compensation Committee of the Board
of Directors, along with any other person or group that is delegated all or part of their
respective responsibilities under this Plan.
b) Comparable Position is a position with Company or successor, which the Company
determines provides substantially the same level of responsibility, compensation, work-
related travel expectations, remote versus in person attendance requirements, and benefits
as Employee’s last position prior to the Termination Date. A Comparable Position does not
have to provide an identical level of responsibility, compensation, travel requirements,
attendance requirements and benefits as the employee’s position as of the Termination
Date.
c) Full-Time Employee means an Employee who worked a regular schedule of at least forty
(40) hours per week in their most recent position.
d) Misconduct is determined by the Company in its sole discretion and includes any actions
contrary to or in violation of the Company’s Code of Conduct, including but not limited to
the following:
1. Violation of the Code of Conduct, including but not limited to, theft, dishonesty or
other irregularities that impact or could impact the Company or affiliates, such as (by
way of example only) the falsification of any Company records or lying during an
investigation.
2. Damage, loss, or destruction of property of Company, employee or customer.
3. Use or removal of Company property without authorization.
4. Use or sale of illegal drugs or alcohol, or being under the influence of intoxicants on
Company time or premises.
5. Gross negligence or willful malfeasance in the performance of duties and
responsibilities.
6. Intentional provision of services in competition with the Company or its subsidiaries
or affiliates or intentional disclosure to a Company competitor of any confidential or
proprietary information of the Company or any subsidiary or

6
affiliates.
7. Engaging in any activity inconsistent with the Company’s stated compliance with
state, federal, and other laws governing the conduct of Company business.
8. Excessive, unexcused absenteeism or lateness.
9. Failure to report to work or to return from a leave of absence beyond the approved
leave period.
e) Part-Time Employee means an Employee who worked a regular schedule of at least
twenty (20) hours but less than forty (40) hours per week in their most recent position.
f)
Regular Base Salary is Employee’s current annual rate of base cash compensation paid on
each regularly scheduled payday for Employee’s regular work schedule as of their
Termination Date and is calculated to include any before-tax employee contributions that
are deducted for Company benefit plans. Regular base salary does not include premium
pay, such as shift differential and overtime, taxable or nontaxable fringe benefits or
awards, paid time off, performance awards, bonus, commission or other incentive pay or
any payments which are not made on each regular payday, regardless of how such
payments may be characterized.
g) Retirement means a termination that meets all of the criteria set forth in Section 6.
h) Retirement Benefits means the benefits under this plan set forth in Appendix C for
Employees who meet the eligibility criteria set forth in Section 6.
i)
Severance Benefits means Severance Pay and other benefits under the Severance portions
of this Plan.
j)
Severance Pay is defined as the payments made to an Eligible Employee pursuant to
Attachment B.
k) Successor is an entity that: (l) by acquisition, merger or otherwise succeeds to or assumes
responsibility for the business operations of the Company or any business unit or
subdivision thereof, or (2) provides outsourcing, subcontracting, or similar services with
respect to the Company or any business unit or subdivision thereof.
l)
Termination Date is the last day of employment with the Company.
m) Years of Service are the number of full years of service as a regular Full-time Employee or
Part-Time Employee from such employee’s most recent hire date to their Termination
Date. Company-approved leaves of absence are included, provided that no more than one
(l) cumulative Year of Service will be credited for such leaves of absence; and (2) prior
service with certain acquired companies or other affiliated companies provided the prior
service is negotiated for in the applicable acquisition agreement. In the absence of such
provision in the applicable acquisition agreement and subject to a determination by the
Benefits Council, Years of Service may include prior service recognized by the acquired
company or other company affiliated with the

7
acquired company immediately preceding the effective sale date of the applicable
acquisition agreement. Further, Employees who are re-employed by the Company within
one year of their Termination Date will be allowed to receive credit for the Years of Service
they accumulated on or before their prior Termination Date for future Severance Pay
calculations under this Plan. Employees who are re-employed by the Company more than
one year from their Termination Date will not, for purposes of
determining the amount of Severance Pay to which they may be entitled in connection with
any future termination, receive such credit.
14.
At-Will Employment
This Plan does not create any contract of employment or right to employment for any period
of time. Employment with the Company is at-will and may be terminated by either the
Company or the employee at any time for any reason.
15.
Taxes
Payments made in accordance with this Plan will be subject to all applicable tax and
employment laws and regulations, including wage tax withholding (e.g. federal, state and
local income, employment and/or social security), deduction of any other applicable amounts,
and information reporting to the tax authorities as may be required. However, it will be
Employee’s responsibility to make all tax payments with respect to the receipt of these
amounts.
16.
Section 409A
All payments under this Plan are intended to be exempt from the requirements of Section
409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), first, to the
extent such payments are scheduled to be paid and are in fact paid during the short-term
deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-l (b)(4), and
then under the separation pay exemption pursuant to Treasury regulation and for this purpose
each payment shall be considered a separate payment such that the determination of whether a
payment qualifies as a short term deferral shall be made without regard to whether other
payments so qualify and the determination of whether a payment qualifies under the separation
pay exemption shall be made without regard to any payments which qualify as short-term
deferrals. To the extent payments under the Plan are not exempt from the requirements of Code
Section 409A, the Plan is intended to comply with Code Section 409A and will be interpreted
accordingly. To the extent any amounts under this Plan are payable by reference to an
employee’s “termination of employment,” such term shall be deemed to refer to the
employee’s “separation from service,” within the meaning of Code Section 409A.
Notwithstanding anything to the contrary (a) if any payments hereunder could occur in one of
two calendar years as a result of being dependent upon the general release of claims becoming
non-revocable, then, to the extent required to avoid accelerated taxation and/or penalties under
Code Section 409A, such payments shall commence or be made on the first regularly
scheduled payroll date of the Company, following the date the general release of claims
becomes non-revocable, that occurs in the second of such two calendar years, (b) to the extent
required to avoid accelerated taxation and/or penalties under Code Section 409A, amounts
that would otherwise be payable and benefits that would otherwise be provided pursuant to
this Plan during the six (6)-month

8
period immediately following an Eligible Employee’s separation from service shall instead be
paid on the first business day after the date that is six (6) months following the Eligible
Employee’s separation from service (or, if earlier, death), and (c) to the extent any RSUs
constitute deferred compensation for purposes of Code Section 409A as a result of an Eligible
Employee’s eligibility for Retirement Benefits or otherwise, if such RSUs vest due to a change
in control event and the settlement or other payment event resulting from the vesting of such
RSUs upon the change in control event would not be permitted by Code Section 409A, to the
extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A
such RSUs shall vest due to the change in control event, but the settlement or other payment
event with respect to such RSUs shall not be accelerated and shall instead occur when it
otherwise would have occurred had the RSUs not vested due to the change in control event (or
on such earlier date as is permitted under Code Section 409A). Notwithstanding the foregoing,
under no circumstances shall the Company or any affiliate or any of its or their employees,
officers, directors, service providers or agents have any liability to any person for any taxes,
penalties or interest due on amounts paid or payable under the Plan, including any taxes,
penalties or interest imposed under Code Section 409A.
17.
Review Procedure
Employees eligible to receive Severance Benefits under this Plan will be notified of such
eligibility as soon as administratively practicable after employment termination. If an
employee who believes he or she is eligible to receive Severance Benefits does not receive
such notice or disagrees with the amount of Severance Benefits set forth in such notice, or if
an employee is informed that he or she is not eligible for Severance Benefits under this Plan,
the Employee (or Employee’s legal representative) may file a written claim for benefits with
the Company’s Head of HR for the benefit of the Benefits Committee. The written claim must
include the facts supporting the claim, the amount claimed, and the employee’s name and
mailing address.
If the claim is denied in part or in full, the Company’s HR department, on behalf of the
Benefits Council, will notify the employee by mail no later than 90 days (or 120 days in
special circumstances) after HR receives the written claim. The notice of denial will state the
specific reasons for the denial, the provisions of the Plan on which the denial is based, an
explanation of the claims appeal procedure and applicable time limits, including a statement
of the employee’s right to bring a civil action under Section 502(a) of ERISA following a
benefit claim denial on review and, if applicable, a description of any additional information or
material required by the Benefits Council to consider the claim as well as an explanation as to
why such information or material is necessary.

9
APPENDIX A SUMMARY PLAN DESCRIPTION
This is the “Summary Plan Description” called for by the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”). It describes the highlights of the Plan and does not attempt to cover
all the details. This SPD describes the Plan benefits for employees of the Company.
Plan Type
The Plan provides severance pay in the event of a termination of employment for specified reasons and
is an employee welfare benefit plan under the Employee Retirement Income Security Act of 1974
(“ERISA”). The benefits under the Plan are not insured by the Pension Benefit Guaranty Corporation.
Plan Administrator
The Plan is administered by the Administrator. Correspondence should be addressed to the Head of
HR of the Company, care of the Plan Administrator.
Fiduciaries
The Administrator is the named fiduciary with respect to matters involving the administration of the
Plan. The Administrator (or their delegate) is responsible for administering many of the day-to-day
operations of the Plan. The Benefits Council is the named fiduciary responsible for hearing complete
or partial denials of claims for a benefit. The Administrator and Benefits Council decide all questions
that come before them in a fair and equitable manner for all Plan participants and their beneficiaries
and are granted the discretion to interpret the provisions of the Plan. The Administrator determines
the groups that are eligible to participate and has discretion to interpret the Plan and to resolve
ambiguities, inconsistencies and omissions. More information about the Plan and its administrators
can be obtained by calling or writing to the Head of HR of the Company.
Plan Year
The Plan and all of its records are kept on a calendar year basis, beginning on January 1 and ending on
December 31 of each year.
Plan Number
The Plan Number is 502.
Plan Financing
The Company pays the entire cost of any severance pay payable under the Plan to its employees from
its general assets. There is no cost to you, other than the payment of taxes on the amount of severance
pay paid to you. The Company reserves the right to meet the obligations created under this Plan
through one or more trusts or other agreements or by any other lawful means.

10
Plan Continuance
The Plan provides that it may be terminated in whole or in part at any time by the Board of Directors.
(the “Board”).
The Board may amend the Plan to modify, impose additional terms on, or eliminate, in whole or in
part, benefits under the Plan at any time by the adoption of a resolution. For example, the Plan may be
amended to change the amount of severance pay that an employee may receive, or the terms under
which he or she may receive it, even if the amendment restricts or terminates for the future an amount
of severance pay now available, and to exclude one or more classes of employees from coverage
under the Plan. In addition, the Benefits Council and the Administrator have been delegated the
authority to amend the Plan if the amendment(s) will not increase the annual expenditure of the Plan
by stated dollar limits. These dollar amounts may be increased in the future.
Except as expressly authorized by the Plan document or the Benefits Council, in any action causing the
termination of any severance pay or the entire Plan, no further severance pay will be provided other
than for terminations occurring before the date of Plan termination. Notice of a Plan amendment or
termination may, but need not, be given unless required by law.
Agent For Service Of Legal Process
Legal process may be served on the Administrator.
Nonassignability Of Benefits
Except as provided by applicable law, your severance pay cannot be assigned to or claimed by another
party. For example, creditors cannot claim your severance pay to satisfy debts. In addition, you cannot
give, sell, assign, pledge, hypothecate, encumber or otherwise transfer your severance pay to someone
else or use it as collateral for a loan.
STATEMENT OF PARTICIPANT’S RIGHTS UNDER ERISA
The Department of Labor (“DOL”) requires that you be provided with a statement of your rights
under ERISA with respect to this Plan. The following statement was designed by the DOL to satisfy
this requirement. As a participant in this Plan, you are entitled to certain rights and protections under
the Employee Retirement Income Security Act of 1974. ERISA provides that all Plan participants are
entitled to:

11
Receive Information About Your Plan and Benefits
1. Examine, without charge, at the plan administrator’s office and at other specified worksites, all
documents governing the plan, and a copy of the latest annual report (Form 5500 Series) filed by
the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the
Employee Benefit Security Administration.
2. Obtain, upon written request to the plan administrator, copies of documents governing the
operation of the plan, and copies of the latest annual report (Form 5500 Series) and updated
summary plan description. The Plan administrator may make a reasonable charge for these copies.
3. Receive a summary of the plan’s annual financial report, if applicable.
Prudent Actions by Plan Fiduciaries
In addition to creating rights for plan participants ERISA imposes duties upon the people who are
responsible for the operation of the employee benefit plan. The people who operate your plan, called
“fiduciaries” of the plan, have a duty to do so prudently and in the interest of you and other plan
participants and beneficiaries. No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a (pension, welfare)
benefit or exercising your rights under ERISA.
Enforce Your Rights
If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know
why this was done, to obtain copies of documents relating to the decision without charge, and to
appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to
enforce the above rights. For instance, if you request a copy of the plan documents or the latest
annual report from the plan and do not receive them within 30 days, you may file suit in a federal
court. In such a case, the court may require the plan administrator to provide the materials and pay
you up to $110 a day until you receive the materials, unless the materials were not sent because of
reasons beyond the control of the administrator. If you have a claim for benefits that is denied or
ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree
with the plan’s decision or lack thereof concerning the qualified status of a medical child support
order, you may file suit in Federal court. If it should happen that plan fiduciaries misuse the plan’s
money, or if you are discriminated against for asserting your rights, you may seek assistance from the
U.S. Department of Labor, or you may file suit in a Federal court.
The court will decide who should pay court costs and legal fees. If you are successful, the court may
order the person you have sued to pay these costs and fees. If you lose, the court may order you to
pay these costs and fees, for example, if it finds your claim is frivolous.
Assistance With Your Questions
If you have any questions about your plan, you should contact the plan administrator. If you have any
questions about this statement or about your rights under ERISA, you should contact the

12
nearest Office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in
your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits
Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington,
D.C. 20210. You may also obtain certain publications about your rights and responsibilities under
ERISA by calling the publications hotline of the Employee Benefits Security Administration.

13
APPENDIX B SEVERANCE PROGRAM
Individual Contributor, Supervisor or Manager
Two (2) two weeks of base salary for every full year of service:
Maximum 2 months of base salary
Three (3) months of Outplacement Services
Health Benefits Stipend
Directors and Principal Engineer2
Two (2) weeks of base salary for every full year of service:
Maximum 4 months of base salary
Six (6) months of Outplacement Services
Health Benefits Stipend
Vice Presidents and AVPs
Four (4) weeks of base salary for every full year of service:
Maximum 6 months of base salary
Six (6) months of Outplacement Services
Health Benefits Stipend
Senior Vice Presidents
Four (4) weeks of base salary for every full year of service:
Maximum 6 months of base salary
Six (6) months of Outplacement Services
Health Benefits Stipend
2 For purposes of this Plan, licensed attorneys below VP level are considered Directors.

14
Executive Vice Presidents and Above (other than CEO of RE/MAX Holdings)
2 years or less = 10 months of base salary
Greater than 2 years = 12 months of base salary
Twelve (12) months of Outplacement Services
Health Benefits Stipend
Pro-rated Actual Bonus paid if Termination Date occurs after June 30, based on actual
amount of attainment determined for the completed calendar year.
CEO of RE/MAX Holdings
2 years or less = 12 months of base salary
Greater than 2 years = 18 months of base salary
Twelve (12) months of Outplacement Services
Health Benefits Stipend
Pro-rated Actual Bonus paid if Termination Date occurs after June 30, based on actual
amount of attainment determined for the completed calendar year.

15
APPENDIX C RETIREMENT BENEFITS
All Levels:
Pro-rated Actual Bonus paid if Termination Date occurs after June 30, based on actual amount
of attainment determined for the completed calendar year.
Notwithstanding anything in any RSU award agreement to the contrary (including agreements
for grants prior to the date of this Plan), RSUs awarded prior to the Termination Date shall vest
as follows: Time-based RSUs shall vest in full as of the Termination Date.
Performance-based RSUs will continue to vest as if the Employee’s Continuous Service had
not terminated, based on actual performance during the Performance Periods as set forth in the
applicable award agreements.
Shares in settlement of all RSUs that vest per this Plan shall be delivered as set forth in the
applicable award agreements and in accordance with Code Section 409A.

1
EXHIBIT 10.52
RE/MAX HOLDINGS, INC. 2023 OMNIBUS INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
Grantee’s Name:
You (the “Grantee”) have been granted an award of Restricted Stock Units (the “Award”), subject to 
the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the RE/MAX Holdings, 
Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”) and the Restricted Stock Unit 
Agreement (the “Agreement”) attached hereto, as follows.  Unless otherwise provided herein, the terms in this 
Notice shall have the same meaning as those defined in the Plan. 
Award Number:
Date of Award:  
Target Number of Restricted Stock
Units Awarded (the “Target Award”)*:
Performance Period:  [____]
Subject to Section 3(c) of the Agreement, the actual number of Restricted Stock Units (the “Units”) that vest will
range from 0% to [__]% of each Tranche (as defined below) of the Target Award, depending on the extent to
which applicable vesting requirements are satisfied, as determined by the Administrator.
*Note that Section 3(c) of the Agreement contains an important limitation that could affect the number of Units
that vest, notwithstanding anything to the contrary in the Plan, this Notice, or the Agreement.
Performance Periods:
The Target Award shall be divided into three equal tranches (subject to rounding to the nearest full
Unit) (each a “Tranche”), each of which shall correspond to a one-year Performance Period (each, a
“Performance Period” and collectively, the “Performance Periods”). The performance period for the first
Tranche is the calendar year in which the award is granted (the “First Performance Period”). The calendar year
following the First Performance Period is the “Second Performance Period” and the calendar year following
the Second Performance Period is the “Third Performance Period.”
Vesting Schedules:
Except as otherwise set forth below, subject to the Grantee’s Continuous Service through the last
business day of the Third Performance Period (the “Vesting Date”), and the other limitations set forth in this
Notice, the Agreement and the Plan, the Award will vest as set forth below.
Vesting of each Tranche will be based on Revenue achievement during the corresponding Performance
Period.
Each Performance Period shall have a Threshold Revenue level, a Target Revenue level, and a Stretch
Revenue level (collectively referred to as the “Performance Levels”), each of which shall be determined by the
Administrator and communicated to the Grantee no later than March 31 of the applicable Performance Period.
The percentage of each Tranche that vests for each Performance Period shall be determined by the
Administrator following the end of the Performance Period, based on the table

2
below. If, for any Performance Period, Revenue is between two Performance Levels, then the portion of the
Target Award that vests for the Tranche corresponding to that Performance Period will be determined using
linear interpolation. Following the end of each Performance Period, the award shall remain unvested subject to
the Grantee’s Continuous Service through the Vesting Date, except as otherwise set forth below.
If Revenue is:
Then, the % of the Revenue
Target Award That Vests is:*
Below Threshold Revenue
0%
equal to Threshold Revenue
[__]%
equal to Target Revenue
[__]%
equal to or greater than Stretch Revenue
[__]%
For purposes of the vesting schedules, “Revenue” means, as determined by the Administrator, the
Company’s revenue during the applicable Performance Period, determined in accordance with generally
accepted accounting principles, as reported in the Company’s periodic filings with the Securities and Exchange
Commission (including revenue from any acquisitions), plus (or minus) pro-forma adjustments for
extraordinary events (such as fee waivers for unusual events such as natural disasters), as may be determined
by the Administrator in good faith. In setting the Performance Levels of a Performance Period, expected
revenue from acquisitions for the first nine months after closing shall not be taken into account. If an
acquisition occurs before March 31 of any Performance Period but after the Performance Level for such
Performance Period was determined by the Administrator, the Performance Level for that Performance Period
shall be increased by the amount of expected revenue from the acquisition during the portion of the
Performance Period that is more than nine months after the acquisition.
In the event Grantee’s Continuous Service is terminated by the Company (or a Related Entity) without
Cause other than following a Change in Control, each Tranche corresponding to a Performance Period that is
completed on or prior to the date Grantee’s Continuous Service terminates shall vest based on Revenue during
the corresponding Performance Period and all remaining Units shall immediately be forfeited and deemed
reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such
reconveyed Units and shall have all rights and interest in or related thereto without further action by the
Grantee.
If the Grantee’s Continuous Service terminates due to the Grantee’s death or Disability during the
Performance Period and prior to a Change in Control, (i) if Grantee’s Continuous Service terminates after the
completion of one or more Performance Periods, the Tranche(s) corresponding to such Performance Period(s)
shall vest on the date of termination based on Revenue during the corresponding Performance Period(s), (ii) if
Grantee’s Continuous Service terminates during a Performance Period, the Tranche corresponding to such
Performance Period shall vest on the date of termination based on Revenue through the end of the Company’s
most recently completed calendar month ending on or prior to such termination, except that, for purposes of
determining such vesting, the Performance Levels for that Performance Period shall each be multiplied by a
fraction, the numerator of which shall be the total number of completed calendar months that have elapsed in
the Performance Period through the date of such termination, and the denominator of which shall be 12, and
(iii) any Tranche(s) of the Award corresponding to any Performance Period(s) that had not begun as of the date
of termination shall be forfeited.
Notwithstanding anything to the contrary, in the event of a Change in Control prior to the Vesting Date
in connection with which the Award is not assumed or converted into an equivalent award by the acquiring or
successor entity (or a Parent thereof), then, to the extent the Award is then outstanding and

3
unvested, subject to the Grantee’s Continuous Service through the date of such Change in Control (the
“Transaction Date”) each Tranche shall vest as follows:
(i)  each Tranche corresponding to a Performance Period that is completed on or prior to the 
Transaction Date shall vest based on Revenue during the corresponding Performance Period; 
(ii) If the Transaction Date occurs prior to the last day of a Performance Period, the Tranche
corresponding to the Performance Period in which the Transaction Date falls shall vest based on the
greater of (a) the amount that would vest based on revenue for that Performance Period through the
end of the most recently completed calendar month ending on or prior to the Transaction Date, except
that, for purposes of determining such vesting, the Performance Levels for that Performance Period
shall each be multiplied by a fraction, the numerator of which shall be the total number of completed
calendar months that have elapsed in the Performance Period through Transaction Date and the
denominator of which shall be 12 and (b) the Target Revenue level; and
(iii) each Tranche corresponding to a Performance Period that has not begun as of the
Transaction Date shall vest at the Target Revenue level.
Notwithstanding the foregoing, in the event of a Change in Control during the Performance Period in
connection with which the Award is assumed or converted into an equivalent award by the acquiring or
successor entity (or a Parent thereof), then, immediately prior to such assumption or conversion, the Award
shall be modified such that the Award (i) covers a number of Units equal to the number of Units that would
have vested pursuant to the immediately preceding paragraph had the Award not been assumed or converted
into an equivalent award by the acquiring or successor entity (or a Parent thereof) in connection with such
Change in Control and (ii) vests as to 100% of such covered Units on the last day of the Third Performance
Period, subject to the Grantee’s Continuous Service through such last day, provided that if, during the 24-
month period following such Change in Control, the Grantee’s Continuous Service is terminated by such entity
(or a Related Entity) without Cause, [Executive Officers only: or by Grantee for Good Reason,] or if the
Grantee’s Continuous Service terminates due to death or Disability, the Award shall vest as to 100% of such
covered Units on the day of such termination.
[Executive Officers only: For this purpose, “Good Reason” means, with respect to the termination by 
Grantee of Grantee’s Continuous Service, that such termination is for “Good Reason” as such term (or word(s) 
of like import) is expressly defined in a then-effective written agreement between the Grantee and such entity 
(or a Related Entity), or in the absence of such then-effective written agreement and definition, is based on, in 
the determination of the Administrator, without the Grantee’s  consent, (i) a diminution in the combined value 
of the Grantee’s annual base salary, annual bonus opportunity and annual long-term incentive opportunity 
(based on the grant date fair value if in the form of equity-based incentives and based on the “target” cash 
potential if in the form of cash-based incentives) or a diminution of more than 10% in any one such component 
of compensation, (ii) a material diminution in the Grantee’s title, authority, duties or responsibilities, (iii) a 
change of more than 30 miles in the geographic location at which the Grantee must perform his/her services 
for such entity, (iv) a material change in work-related travel expectations or remote versus in person attendance 
requirements, or (v) a material breach by such entity (or a Related Entity) of any material written agreement 
between the Grantee and the such entity (or a Related Entity). Grantee’s continued employment shall not 
constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason 
hereunder; provided, however, none of these events or conditions shall constitute Good Reason unless: (a) 
Grantee provides the Company with written objection to the event or condition within 90 days following the 
date the Participant becomes first becomes aware of such event or condition; (b) the Company does not reverse 
or otherwise cure the event 

4
or condition within 30 days of receiving that written objection; and (c) Grantee terminates his or her 
employment within 30 days following the expiration of such 30-day cure period.]
In the event of the Grantee’s change in status from Employee to Consultant or Director, the
determination of whether such change in status results in a termination of Continuous Service will be
determined in accordance with Section 409A of the Code.
To the extent an Award is deferred pursuant to an election intended to qualify as a deferral election of
performance-based compensation, the term Disability shall have the meaning set forth in Treasury Regulations
Section 1.409A-1(e); otherwise the term Disability shall have the meaning set forth in the Plan.
For purposes of this Notice and the Agreement, the term “vest” shall mean, with respect to any Units, 
that such Units are no longer subject to forfeiture to the Company.  
Except as otherwise provided above, if the Grantee’s Continuous Service terminates for any reason on 
or before the last day of the Performance Period, the Units shall immediately be forfeited and deemed 
reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such 
reconveyed Units and shall have all rights and interest in or related thereto without further action by the 
Grantee.  
IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the
Award is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement.
RE/MAX Holdings, Inc.,
a Delaware corporation
[Name]
[Title]
[Date]
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY 
DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE 
SPECIFICALLY PROVIDED HEREIN (NOT THROUGH THE ACT OF BEING HIRED, BEING 
GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER).  THE GRANTEE FURTHER 
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT, NOR IN 
THE PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO 
CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN 
ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE 
GRANTEE’S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR 
WITHOUT NOTICE.  THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A 
WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE 
GRANTEE’S STATUS IS AT WILL.
By: 

5
Grantee Acknowledges and Agrees:
The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that he or 
she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms 
and provisions hereof and thereof.  The Grantee has reviewed this Notice, the Agreement and the Plan in their 
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully 
understands all provisions of this Notice, the Agreement and the Plan.  The Grantee further agrees and 
acknowledges that this Award is a non-elective arrangement pursuant to Section 409A of the Code.
The Grantee further acknowledges that, from time to time, the Company may be in a “blackout 
period” and/or subject to applicable federal securities laws that could subject the Grantee to liability for 
engaging in any transaction involving the sale of the Company’s Shares.  The Grantee further acknowledges 
and agrees that, prior to the sale of any Shares acquired under this Award, it is the Grantee’s responsibility to 
determine whether or not such sale of Shares will subject the Grantee to liability under insider trading rules or 
other applicable federal securities laws.
The Grantee understands that the Award is subject to the Grantee’s consent to access this Notice, the 
Agreement, the Plan and the Plan prospectus (collectively, the “Plan Documents”) in electronic form on the 
Company’s intranet or the website of the Company’s designated brokerage firm, if applicable.  By signing 
below (or providing an electronic signature by clicking below) and accepting the grant of the Award, the 
Grantee: (i) consents to access electronic copies (instead of receiving paper copies) of the Plan Documents via 
the Company’s intranet or the website of the Company’s designated brokerage firm, if applicable; 
(ii) represents that the Grantee has access to the Company’s intranet or the website of the Company’s 
designated brokerage firm, if applicable; (iii) acknowledges receipt of electronic copies, or that the Grantee is 
already in possession of paper copies, of the Plan Documents; and (iv) acknowledges that the Grantee is 
familiar with and accepts the Award subject to the terms and provisions of the Plan Documents. 
If Grantee does not sign this grant within 90 days of the Award Date, the Award shall be deemed
rejected by the Grantee and Grantee shall have no right to the Award or the Units.
The Company may, in its sole discretion, decide to deliver any Plan Documents by electronic means or 
request the Grantee’s consent to participate in the Plan by electronic means.  The Grantee hereby consents to 
receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or 
electronic system established and maintained by the Company or a third party designated by the Company.

6
The Grantee hereby agrees that all questions of interpretation and administration relating to this
Notice, the Plan and the Agreement shall be resolved by the Administrator in accordance with Section 8 of the 
Agreement.  The Grantee further agrees to the venue and jurisdiction selection in accordance with Section 9 of 
the Agreement.  The Grantee further agrees to notify the Company upon any change in his or her residence 
address indicated in this Notice.
Date:
​ ​

7
Name:
Award Number:
RE/MAX HOLDINGS, INC. 2023 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
1.
Issuance of Units.  RE/MAX Holdings, Inc., a Delaware corporation (the “Company”), hereby 
issues to the Grantee (the “Grantee”) named in the Notice of Restricted Stock Unit Award (the “Notice”) an 
award (the “Award”) of up to [___]% of the Target Number of Restricted Stock Units Awarded set forth in the 
Notice (the “Units”), subject to the Notice, this Restricted Stock Unit Agreement (the “Agreement”) and the 
terms and provisions of the Company’s 2023 Omnibus Incentive Plan, as amended from time to time (the 
“Plan”), which is incorporated herein by reference.  Unless otherwise provided herein, the terms in this 
Agreement shall have the same meaning as those defined in the Plan.  
2.
Transfer Restrictions.  The Units may not be transferred in any manner other than by will or 
by the laws of descent and distribution.  
3.
Conversion of Units and Issuance of Shares.  
(a) General.  Subject to Section 3(b), as soon as administratively feasible (but in all events not 
more than 70 days) following the Vesting Date (or, if earlier, the day the Award vests), one Share shall be 
issued for each Unit that vests, subject to satisfaction of any required tax or other withholding obligations, with 
any fractional Unit discarded and not converted into a fractional Share.      
(b) Delay of Issuance of Shares.  The Company shall delay the issuance of any Shares under 
this Section 3 to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to 
payments made to certain “specified employees” of certain publicly-traded companies); in such event, any 
Shares to which the Grantee would otherwise be entitled during the six (6) month period following the date of 
the Grantee’s termination of Continuous Service will be issuable on the first business day following the 
expiration of such six (6) month period. Further, the Company shall delay the issuance of any Shares under 
this Section 3 as provided in any deferred compensation arrangement that Grantee has entered into and that has 
been approved by the Company (such arrangement, a “Compensation Deferral Arrangement”).
(c) Notwithstanding anything to the contrary, in the event the number of Shares to be issued
pursuant to all performance-based RSU awards with the same performance period as this Award (collectively,
the “Performance Awards”), together with all time-based RSU awards that are scheduled to vest on March 1,
2029, exceeds the number of Shares available for issuance under the Plan (after taking into account share
withholding for tax withholding obligations, if applicable), the Administrator shall have the authority, in its
discretion, to reduce the number of Units that vest and the corresponding number of Shares to be issued
pursuant to this Award (provided that, if the number of Units that vest pursuant to this Award is reduced, other
Performance Awards shall also be reduced on a pro rata basis) in order to ensure that the number of Shares
issued pursuant to outstanding awards (including time based awards and performance based awards) does not
exceed the number of Shares available for issuance under the Plan.
4.
Right to Shares and Dividends; Dividend Equivalent Rights.  The Grantee shall not have any 
right in, to or with respect to any of the Shares (including any voting rights or rights with respect to dividends 
paid on the Shares) issuable under the Award until the Award is settled by the issuance of such Shares to the 
Grantee, except that Dividend Equivalent Rights shall be earned with respect to Units that 

8
vest.  The amount of Dividend Equivalent Rights earned with respect to each such Unit that vests shall be 
equal to the total ordinary cash dividends, if any, declared on a Share where the record date of the dividend is 
between the Grant Date of this Award and the date a Share is issued upon vesting of the Unit.  Any Dividend 
Equivalent Rights earned shall be paid in cash to the Grantee when the Shares subject to the vested Units to 
which they relate are issued (provided, that, to the extent issuance of Shares in settlement of the Award is 
deferred pursuant to an applicable Compensation Deferral Arrangement, any Dividend Equivalent Rights 
Grantee is entitled to under this Agreement shall be paid as set forth in the Compensation Deferral 
Arrangement).  No Dividend Equivalent Rights shall be earned or paid with respect to any Units that do not 
vest.  Dividend Equivalent Rights shall not accrue interest. 
5.
Taxes.
(a)
Tax Liability.  The Grantee is ultimately liable and responsible for all taxes owed by 
the Grantee in connection with the Award, regardless of any action the Company or any Related Entity takes 
with respect to any tax withholding obligations that arise in connection with the Award.  Neither the Company 
nor any Related Entity makes any representation or undertaking regarding the treatment of any tax withholding 
in connection with any aspect of the Award, including the grant, vesting, assignment, release or cancellation of 
the Units, the delivery of Shares, the subsequent sale of any Shares acquired upon vesting and the receipt of 
any dividends or dividend equivalent rights.  The Company does not commit and is under no obligation to 
structure the Award to reduce or eliminate the Grantee’s tax liability.
(b)
Payment of Withholding Taxes.  Prior to any event in connection with the Award (e.g., 
vesting or issuance of Shares) that the Company determines may result in any tax withholding obligation, 
whether United States federal, state, local or non-U.S., including any social insurance, employment tax, 
payment on account or other tax-related obligation (the “Tax Withholding Obligation”), the Grantee must 
arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner 
acceptable to the Company.  
(i)
By Share Withholding.  If permissible under Applicable Law, the Grantee 
authorizes the Company to, upon the exercise of its sole discretion, withhold from those Shares otherwise 
issuable to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax 
Withholding Obligation.  The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy 
the Grantee’s minimum Tax Withholding Obligation.  Accordingly, the Grantee agrees to pay to the Company 
or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of 
the Tax Withholding Obligation that is not satisfied by the withholding of Shares described above.
(ii)
By Sale of Shares.  The Grantee’s acceptance of this Award constitutes the 
Grantee’s authorization to the Company and any brokerage firm determined acceptable to the Company for 
such purpose to, upon the exercise of Company’s sole discretion, sell on the Grantee’s behalf a whole number 
of Shares from those Shares issuable to the Grantee as the Company determines to be appropriate to generate 
cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation.  Such Shares will be 
sold on the day such Tax Withholding Obligation arises or as soon thereafter as practicable.  The Grantee will 
be responsible for all broker’s fees and other costs of sale, and the Grantee agrees to indemnify and hold the 
Company harmless from any losses, costs, damages, or expenses relating to any such sale.  To the extent the 
proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Company agrees to pay 
such excess in cash to the Grantee.  The Grantee acknowledges that the Company or its designee is under no 
obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be 
sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation.  Accordingly, the Grantee agrees to 
pay to the 

9
Company or any Related Entity as soon as practicable, including through additional payroll withholding, any 
amount of the Tax Withholding Obligation that is not satisfied by the sale of Shares described above. 
Notwithstanding the foregoing, the Company or a Related Entity also may satisfy any Tax Withholding 
Obligation by offsetting any amounts (including, but not limited to, salary, bonus and severance payments) 
payable to the Grantee by the Company and/or a Related Entity.  Furthermore, in the event of any 
determination that the Company has failed to withhold a sum sufficient to pay all withholding taxes due in 
connection with the Award, the Grantee agrees to pay the Company the amount of such deficiency in cash 
within five (5) days after receiving a written demand from the Company to do so, whether or not the Grantee is 
an employee of the Company at that time.
6.
Entire Agreement; Governing Law.  The Notice, the Plan and this Agreement constitute the 
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior 
undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and 
may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company 
and the Grantee.  Notwithstanding the foregoing, nothing herein shall supersede the Company’s Change in 
Control Severance Plan. These agreements are to be construed in accordance with and governed by the internal 
laws of the State of Colorado without giving effect to any choice of law rule that would cause the application 
of the laws of any jurisdiction other than the internal laws of the State of Colorado to the rights and duties of 
the parties.  Should any provision of the Notice or this Agreement be determined to be illegal or unenforceable, 
the other provisions shall nevertheless remain effective and shall remain enforceable.
7.
Construction.  The captions used in the Notice and this Agreement are inserted for 
convenience and shall not be deemed a part of the Award for construction or interpretation.  Except when 
otherwise indicated by the context, the singular shall include the plural and the plural shall include the 
singular.  Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
8.
Administration and Interpretation.  Any question or dispute regarding the administration or 
interpretation of the Notice, the Plan or this Agreement shall be submitted by the Grantee or by the Company 
to the Administrator.  The resolution of such question or dispute by the Administrator shall be final and 
binding on all persons.  
9.
Venue and Jurisdiction.  The parties agree that any suit, action, or proceeding arising out of or 
relating to the Notice, the Plan or this Agreement shall be brought exclusively in the United States District 
Court for Colorado (or should such court lack jurisdiction to hear such action, suit or proceeding, in a 
Colorado state court) and that the parties shall submit to the jurisdiction of such court.  The parties irrevocably 
waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any 
such suit, action or proceeding brought in such court.  THE PARTIES ALSO EXPRESSLY WAIVE ANY 
RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR 
PROCEEDING.  If any one or more provisions of this Section 9 shall for any reason be held invalid or 
unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum 
extent necessary to make it or its application valid and enforceable.
10.
Notices.  Any notice required or permitted hereunder shall be given in writing and shall be 
deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized 
express mail courier service or upon deposit in the United States mail by certified mail (if the parties are 
within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in 
these instruments, or to such other address as such party may designate in writing from time to time to the 
other party.

10
11.
Amendment and Delay to Meet the Requirements of Section 409A.  The Grantee 
acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Grantee, 
may amend or modify this Agreement in any manner and delay the issuance of any Shares issuable pursuant to 
this Agreement to the minimum extent necessary to meet the requirements of Section 409A of the Code as 
amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems 
appropriate or advisable.  Notwithstanding anything in this Agreement or the Plan to the contrary, to the extent 
the Award is determined to be subject to Section 409A of the Code and Shares will be issued pursuant to the 
Award on account of such Change in Control, no Change in Control shall be deemed to have occurred for 
purposes of this Award unless such Change in Control also constitutes a change in the ownership or effective 
control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as 
those terms are used in Section 409A of the Code.  In addition, the Company makes no representation that the 
Award will comply with Section 409A of the Code and makes no undertaking to prevent Section 409A of the 
Code from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the 
Units.  The Grantee is encouraged to consult a tax adviser regarding the potential impact of Section 409A of 
the Code.
END OF AGREEMENT

Exhibit 21.1
Subsidiaries of RE/MAX Holdings, Inc. at December 31, 2025:
 
Legal Name
  ​
Jurisdiction
39 North Investments, LLC
Delaware
Brand Emporium, LLC
Delaware
First Leads, LLC
Delaware
Homeview Development, LLC
Delaware
Motto Franchising, LLC
Delaware
Motto Marketing Fund, LLC
Delaware
RE/MAX, LLC
  ​ Delaware
RE/MAX Foreign Holdings, LLC
  ​ Delaware
RE/MAX Integrated Regions, LLC
  ​ Delaware
RE/MAX Marketing Fund, LLC
Delaware
RE/MAX of Western Canada (1998), LLC
  ​ Delaware
RE/MAX Promotions, Inc.
British Columbia, Canada
REMAX Canada, Inc.
British Columbia, Canada
RMCO, LLC
  ​ Delaware
Seventy3, LLC
Delaware
Statewide RES, Inc.
Texas
Syracuse Development Company, LLC
Delaware
Syracuse Web Services, LLC
Delaware
The Gadberry Group, LLC
Delaware
Wemlo, LLC
Delaware

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
1)
Registration Statement (Form S-3 No. 333-270127) of RE/MAX Holdings, Inc.,
2)
Registration Statement (Form S-3 No. 333-234187) of RE/MAX Holdings, Inc.,
3)
Registration Statement (Form S-3 No. 333-207629) of RE/MAX Holdings, Inc.,
4)
Registration Statement (Form S-8 No. 333-191519) pertaining to the RE/MAX Holdings, Inc. 2013
Omnibus Incentive Plan,
5)
Registration Statement (Form S-8 No. 333-253537) pertaining to the RE/MAX Holdings, Inc. 2013
Omnibus Incentive Plan,
6)
Registration Statement (Form S-8 No. 333-272219) pertaining to the RE/MAX Holdings, Inc. 2023
Omnibus Incentive Plan,
7)
Registration Statement (Form S-8 No. 333-277280) pertaining to the Restricted Stock Unit Inducement
Aware Agreement (Time-Vested) Restricted Stock Unit Inducement Award Agreement (Performance-
Vested) of RE/MAX Holdings, Inc.; and
8)
Registration Statement (Form S-8 No.333-287435) pertaining to the RE/MAX Holdings, Inc. 2023
Omnibus Incentive Plan;
of our reports dated February 19, 2026, with respect to the consolidated financial statements of RE/MAX
Holdings, Inc. and the effectiveness of internal control over financial reporting of RE/MAX Holdings, Inc.
included in this Annual Report (Form 10-K) of RE/MAX Holdings, Inc. for the year ended December 31, 2025.
/s/ Ernst and Young LLP
Denver, Colorado
February 19, 2026

Exhibit 31.1
Certification
I, Erik Carlson certify that:
1.
I have reviewed this annual report on Form 10-K of RE/MAX Holdings, Inc.;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material 
fact or omit to state a material fact necessary to make the statements made, in light of the 
circumstances under which such statements were made, not misleading with respect to the period 
covered by this annual report;  
3.
Based on my knowledge, the financial statements, and other financial information included in this 
annual report, fairly present in all material respects the financial condition, results of operations 
and cash flows of the registrant as of, and for, the periods presented in this annual report;  
4.
The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and we have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this annual report our conclusions about the effectiveness of the disclosure
controls and procedures as of the end of the period covered by this annual report based on
such evaluation; and
d.
Disclosed in this annual report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent function):
a.
All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: February 19, 2026  
/s/ Erik Carlson
Erik Carlson
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2
Certification
I, Karri R. Callahan certify that:
1.
I have reviewed this annual report on Form 10-K of RE/MAX Holdings, Inc.;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material 
fact or omit to state a material fact necessary to make the statements made, in light of the 
circumstances under which such statements were made, not misleading with respect to the period 
covered by this annual report;  
3.
Based on my knowledge, the financial statements, and other financial information included in this 
annual report, fairly present in all material respects the financial condition, results of operations 
and cash flows of the registrant as of, and for, the periods presented in this annual report;  
4.
The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and we have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this annual report our conclusions about the effectiveness of the disclosure
controls and procedures as of the end of the period covered by this annual report based on
such evaluation; and
d.
Disclosed in this annual report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent function):
a.
All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: February 19, 2026  
/s/ Karri R. Callahan
Karri R. Callahan
Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of
title 18, United States Code), each of the undersigned officers of RE/MAX Holdings, Inc., a Delaware corporation
(the "Company"), does hereby certify, to such officer's knowledge, that:
The Annual Report on Form 10-K for the year ended December 31, 2025 (the "Form 10-K") of the Company fully
complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information
contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations
of the Company as of December 31, 2025 and December 31, 2024, and for the years ended December 31, 2025,
2024 and 2023.
Date: February 19, 2026  
/s/ Erik Carlson
Erik Carlson
Chief Executive Officer
(Principal Executive Officer)
Date: February 19, 2026
/s/ Karri R. Callahan
Karri R. Callahan
Chief Financial Officer
(Principal Financial Officer)
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of
the Form 10-K or as a separate disclosure document.