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RE/MAX Holdings reported first-quarter 2026 results showing lower revenue and a decline in adjusted profitability, alongside a proposed merger with The Real Brokerage Inc. that is expected to close in the second half of 2026.
On April 26, 2026, RE/MAX Holdings entered into a definitive Arrangement Agreement and Plan of Merger with The Real Brokerage Inc. Under the terms of the merger, Real will acquire RE/MAX Holdings to create a technology-enabled global real estate platform named Real REMAX Group.
RE/MAX Holdings shareholders can elect to receive 5.154 shares of Real REMAX Group or $13.80 in cash for each RE/MAX Holdings share, subject to proration such that aggregate cash proceeds will be no less than $60 million and no greater than $80 million. The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including stockholder and regulatory approvals.
In light of the proposed merger, the company said it is not hosting a quarterly earnings call and does not intend to provide quarterly or annual guidance while the transaction is pending.
RE/MAX Holdings generated revenue of $70.2 million in the first quarter of 2026, down $4.2 million, or 5.7%, from $74.5 million in the first quarter of 2025. Revenue excluding the Marketing Funds was $53.4 million, down $2.2 million, or 4.0%, versus the prior-year period.
The decline in revenue excluding the Marketing Funds was attributable to a 4.7% decrease in organic revenue, partially offset by 0.7% from foreign currency movements. The company said the organic decline was driven mainly by modifications to its standard fee models, including the Aspire and Ascend programs, and a decrease in U.S. agent count, partially offset by an increase in broker fees primarily from incentives related to those fee-model modifications.
Recurring revenue streams—continuing franchise fees and annual dues—decreased $3.8 million, or 10.2%, compared with the first quarter of 2025. Recurring revenue accounted for 62.5% of revenue excluding the Marketing Funds in the first quarter of 2026, compared with 66.8% in the prior-year period.
Total operating expenses were $78.1 million for the first quarter of 2026, up $9.0 million, or 13.0%, from $69.1 million in the first quarter of 2025. The company attributed the increase primarily to settlement charges and higher selling, operating and administrative expenses, partially offset by lower Marketing Funds expenses and lower depreciation and amortization expenses.
Selling, operating and administrative expenses were $46.8 million, up $3.8 million, or 8.8%, from the first quarter of 2025. The company said these expenses represented 87.7% of revenue excluding the Marketing Funds, compared with 77.4% in the prior-year period. It attributed the increase primarily to higher transaction costs related to the merger, higher expenses from its annual REMAX agent convention, higher technology investments, partially offset by lower personnel-related expenses.
Net loss attributable to RE/MAX Holdings was ($9.7) million for the first quarter of 2026, compared with a net loss of ($2.0) million for the first quarter of 2025. Reported basic and diluted GAAP earnings per share were ($0.48) each for the first quarter of 2026, compared with ($0.10) each for the first quarter of 2025.
Adjusted EBITDA was $15.6 million for the first quarter of 2026, down $3.7 million, or 19.3%, from the first quarter of 2025. The company said the decline reflected lower revenue tied to modifications to its standard fee models (including Aspire and Ascend) and a reduction in U.S. agent count, along with increases in events-related expenses and investments in technology, partially offset by certain lower personnel-related expenses. Adjusted EBITDA margin was 22.2% in the first quarter of 2026, compared with 25.9% in the first quarter of 2025.
Adjusted basic and diluted EPS were $0.16 each for the first quarter of 2026, compared with $0.24 each for the first quarter of 2025. The company said the ownership structure used to calculate Adjusted EPS assumes RE/MAX Holdings owned 100% of RMCO, LLC (RMCO), and that the weighted average ownership in RMCO was 62.0% for the quarter ended March 31, 2026.
As of March 31, 2026, RE/MAX Holdings reported cash and cash equivalents of $107.1 million, down $11.6 million from December 31, 2025. The company reported $436.0 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared with $436.8 million as of December 31, 2025.
The company stated that, unless otherwise noted, results presented are consolidated and exclude adjustments attributable to non-controlling interest. It also described revenue excluding the Marketing Funds as a non-GAAP measure and said reconciliations to the most directly comparable U.S. GAAP measure are provided in accompanying tables. Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted EPS were also identified as non-GAAP measures, with reconciliations provided where applicable.
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