10-K: RE/MAX Holdings Navigates Market Headwinds, Boosts Agent Count

RE/MAX Holdings reports a 5.2% revenue decrease to $291.6 million in 2025, alongside a 1.4% global agent count increase, as it adapts to challenging real estate and mortgage markets with new agent models and technology.

Summary

• Total revenue decreased 5.2% to $291.6 million in 2025 from $307.7 million in 2024.
• Revenue excluding Marketing Funds decreased 4.3% to $218.8 million, driven by negative organic growth of 3.9% and adverse foreign currency movements of 0.4%.
• Net income attributable to RE/MAX Holdings, Inc. increased to $8.2 million in 2025, up from $7.1 million in 2024.
• Adjusted EBITDA decreased 4.1% to $93.7 million, but the Adjusted EBITDA margin increased 30 basis points to 32.1%.
• Total global agent count increased by 1.4% to a record 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, partly due to the strategic termination of approximately 80 non-performing franchisees.
• New optional economic models (Aspire, Ascend, Appreciate) were introduced for RE/MAX franchisees in 2025 to support recruitment and retention.
• Marketing as a Service (MaaS), an AI-enabled platform, was launched in the U.S. and Canada in 2025.
• A new Motto franchise financial model was introduced in early 2026, transitioning to a fixed monthly fee of $2,500 plus a variable fee of 25 basis points per closed loan.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a challenging period for RE/MAX Holdings, marked by revenue and EBITDA declines, and significant drops in U.S./Canada agent count and Motto offices, despite strategic initiatives and global agent growth.

Positives

• Net income attributable to RE/MAX Holdings, Inc. increased to $8.2 million in 2025 from $7.1 million in 2024.
• Adjusted EBITDA margin increased 30 basis points to 32.1% in 2025, indicating improved operational efficiency despite lower revenue.
• Total global agent count increased by 1.4% to a record 148,660 agents.
• Experienced three consecutive quarters of stabilization in U.S. agent count and relatively flat activity in Canada.
• Successfully launched refreshed, digital-first branding in 2025, optimized for digital platforms.
• Introduced new optional economic models (Aspire, Ascend, Appreciate) for RE/MAX franchisees to enhance recruitment and retention, with Aspire program adoption showing encouraging early results (approximately 2,000 agents).
• Launched Marketing as a Service (MaaS), an AI-enabled platform, in the U.S. and Canada to simplify marketing for affiliates.
• Continued investment in flagship websites (remax.com, remax.ca, mottomortgage.com) to enhance consumer engagement and agent productivity.
• Achieved significant agent recruitment momentum, including the largest conversion in company history in January 2026, with over 1,200 agents joining in the Greater Toronto Area.
• Appointed a new President of Mortgage Services in 2025 to lead strategic growth initiatives across Motto and wemlo.
• The Canadian Settlement Agreement was approved by the court on October 8, 2025, resulting in a reduction of $5.6 million U.S. dollars in Restricted cash and corresponding liability.
• Recorded a cost recovery of $2.1 million in Q4 2025 related to a previous settlement from an escrow fund.

Negatives

• Total revenue decreased 5.2% to $291.6 million in 2025 from $307.7 million in 2024.
• Revenue excluding Marketing Funds decreased 4.3% to $218.8 million, primarily due to negative organic growth (3.9%) and adverse foreign currency movements (0.4%).
• Adjusted EBITDA decreased 4.1% to $93.7 million in 2025 from $97.7 million in 2024.
• 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, partly due to strategic termination of approximately 80 non-performing franchisees.
• Continuing franchise fees decreased primarily due to reduced U.S. agent count and incentives from new fee models.
• Marketing Funds fees decreased due to reduced U.S. agent count and new fee model incentives.
• Franchise sales and other revenue decreased due to reduced revenue from previous acquisitions, lower franchise sales, and preferred marketing arrangements.
• Bad debt expense increased significantly to 1.1% of revenue in 2025 from 0.4% in 2024.
• Accounts receivable balances greater than 90 days past due increased to 44% at December 31, 2025, from 40% at December 31, 2024, attributed to ongoing economic uncertainties and difficult housing/mortgage market conditions.
• The company's quarterly dividend has been suspended since Q4 2023 due to litigation settlement and challenging market conditions.
• No share repurchases were made in 2025, with the program having ceased in Q1 2023.
• Cash provided by operating activities decreased to $40.9 million in 2025 from $59.7 million in 2024.
• Cash used in investing activities increased to $(7.8) million in 2025 from $(5.9) million in 2024, due to higher capitalizable investments.

Risks

• Failure to execute strategies to grow and diversify the business, including reinvesting in brands, making sound business decisions, and properly allocating resources.
• Failure to develop and maintain positive relationships with franchisees, agents, and loan originators, which could lead to non-renewal of agreements or disaffiliation.
• Financial results are directly affected by the independent operations of franchisees, agents, and loan originators, over whom the company has limited control.
• Reliance on self-reported agent counts and commissions from franchisees, with limited tools to verify, potentially impacting revenue collection and forecasting accuracy.
• Actions by franchisees, agents, or loan originators (e.g., diminished service quality, fraud, misconduct) could harm the company's reputation and lead to liability claims.
• The failure of Independent Region owners to successfully develop or expand within their regions could adversely impact revenue and earnings growth opportunities.
• Exposure to significant litigation risks, including ongoing industry class-action lawsuits (Moehrl-related antitrust litigations, Batton Action, Copycat Cases, Homie Technology, Inc. v. NAR et al.) and potential regulatory changes, which could result in substantial legal fees, damages, or injunctive relief.
• The amount and structure of real estate agent commissions could be impacted by antitrust litigation outcomes, potentially reducing RE/MAX agent count and the fees received from franchisees and agents.
• Intense competition in the residential real estate brokerage franchising and real estate brokerage business, including from traditional, non-traditional, discount, and web-based brokerages, potentially leading to challenges in adding franchises and agents or requiring fee reductions.
• Dependence on the cyclical residential real estate and mortgage markets, which are negatively impacted by rising interest rates, inflation, housing supply/demand dynamics, and consumer confidence.
• Potential for significant adoption by consumers of alternatives to full-service agents or loan originators (e.g., direct-buyer companies, online discounters, AI-driven tools).
• Operating results are subject to seasonal fluctuations, typically with lower profitability in the first and fourth quarters.
• RIHI, Inc. (controlled by the co-founders) has substantial influence over the company, and its interests may conflict with those of Class A common stockholders.
• Potential negative impact on the market price of Class A common stock from future issuances and sales of shares upon redemption of RMCO common units by RIHI.
• Tax Receivable Agreements (TRAs) require significant cash payments based on future tax benefits, which could exceed actual benefits or be accelerated.
• Significant debt service obligations and potential for incurring additional indebtedness in the future.
• Risks to cash position and liquidity if unable to access the line of credit or other financing sources, especially given litigation settlements and challenging market conditions.
• Anti-takeover provisions in charter documents and Delaware law might discourage or delay acquisition attempts.
• Franchising activities are subject to various state and federal laws and regulations, with non-compliance potentially leading to civil and criminal liability.
• The real estate and mortgage businesses are highly regulated, and any failure to comply with such regulations or any changes in regulations could adversely affect the business.
• Lack of residential real estate market financing at favorable rates and terms could have a material adverse effect on financial performance and results of operations.
• Cyberattacks, security breaches, and improper access to, disclosure, or deletion of data, personally identifiable information, or business records could harm the business, damage reputation, and cause losses.
• The increased use and rapid advancement of artificial intelligence technologies may introduce additional cybersecurity and data privacy risks.
• Expectations related to environmental, social, and governance (ESG) factors may impose additional costs and expose the company to new risks, including reputational damage.
• Failure to maintain effective internal controls over financial reporting could have a material adverse effect on the business and stock price.

Future Outlook

The company expects to continue investing in technology, including accelerated efforts in artificial intelligence (AI), and other technological innovations and offerings to strengthen its brands and enhance competitive advantages. Plans include launching Marketing as a Service (MaaS) in international markets outside the U.S. and Canada in 2026 where sufficient customer demand and market opportunity exist. The newly introduced Motto franchise financial model is designed to provide greater flexibility and a more competitive fee structure for new and existing franchisees. Capital expenditures for 2026 are projected to be between $9.0 million and $11.0 million. The company anticipates that current interest rates will likely continue to adversely impact existing home sales and affordability.

Management Comments

• "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."
• "Our mission is to deliver the best experience in everything real estate."
• "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."

Industry Context

StockSavvy.ai notes that RE/MAX Holdings operates within a cyclical residential real estate and mortgage market, which has been significantly impacted by rising interest rates from 2022 through 2025, straining affordability and reducing transaction activity. The industry faces intense competition from traditional brokerages, as well as new entrants employing alternative business models, technology-enabled platforms, and consolidation strategies, including cloud-based brands like eXp Realty, the REAL Brokerage, LPT Realty, and Fathom Realty. The company's strategic focus on AI, new agent economic models, and diversified revenue streams (Motto, wemlo, MaaS) reflects a broader industry effort to adapt to technological advancements and evolving consumer preferences, especially in light of potential regulatory changes stemming from antitrust lawsuits impacting commission structures.

Comparison to Industry Standards

• RE/MAX agents, on average, are substantially more productive than the industry average, consistently outselling competing agents at large U.S. brokerages by more than two-to-one over the last fourteen years. In 2024, RE/MAX agents averaged 11.9 transaction sides, compared to 5.3 for other agents at 1,256 participating large U.S. brokerages.
• RE/MAX holds the #1 position in unaided brand awareness in residential real estate in the U.S. and Canada, according to a consumer study by MMR Strategy Group.
• RE/MAX agents have been voted the #1 most trusted real estate agents in the U.S. and Canada year after year (2019, 2022-2025 in U.S.; 2017, 2019, 2021-2025 in Canada) by the BrandSpark Most Trusted Awards.
• RE/MAX boasts a global footprint in over 120 countries and territories, which is unmatched by any other real estate brand.
• Motto is positioned as the first and only national mortgage brokerage franchise brand in the U.S., contrasting with a new regional mortgage brokerage franchise brand that began operations in 2022.
• Approximately 20% of mortgage originations were handled by mortgage brokerages in 2025, suggesting long-term potential for market share increase in the mortgage brokerage channel, which Motto aims to capitalize on.

Management Changes

Corporate Governance

Legal Proceedings

• **U.S. Antitrust Litigation (Moehrl-related, Burnett, Batton, Copycat Cases, Homie Technology, Inc.)**: Multiple class actions alleging violations of federal and state antitrust laws by inflating broker commissions. RE/MAX, LLC entered a nationwide settlement agreement on October 5, 2023, to resolve these claims for $55.0 million and implement business practice changes. Final court approval was granted on May 9, 2024, but appeals are ongoing. The company denies allegations and intends to vigorously defend against remaining claims and appeals.
• **Canadian Competition Act Litigation**: Putative class actions alleging violations of the Canadian Competition Act related to real estate commission practices. RE/MAX Ontario-Atlantic Canada Inc. (REMAX OA) reached a settlement agreement on April 29, 2025, to pay $7.8 million Canadian dollars and implement business practice changes. The court approved the settlement on October 8, 2025, dismissing RE/MAX OA from the litigations.
• **General Litigation**: The company is subject to litigation claims arising in the ordinary course of business, including intellectual property, commercial arrangements, franchising disputes, vicarious liability based upon conduct of individuals or entities outside of its control, and employment law claims. Management does not believe any currently pending litigation will have a material adverse effect on the business, financial condition, or operations.

Related Party Transactions

• RIHI, Inc., a company in which David Liniger (Chairman and Co-Founder) and Gail Liniger (Vice Chair Emerita and Co-Founder) beneficially own a majority and controlling interest, owns 38.5% of the common units in RMCO and 100% of the outstanding shares of Holdings Class B common stock, giving it significant voting power (38.5% of the company's stock, plus David Liniger's 1.1% Class A ownership).
• Holdings entered into Tax Receivable Agreements (TRAs) with RIHI and Parallaxes Rain Co-Investment, LLC, requiring annual payments of 85% of the tax benefits realized from additional tax deductions arising from the step-up in tax basis.
• RMCO makes cash distributions to its members (Holdings and RIHI) on a pro-rata basis, including payments to cover each member's estimated tax liabilities and dividend payments.

Stakeholder Impact

• **Shareholders**: Impacted by decreased revenue and Adjusted EBITDA, the suspension of quarterly dividends, and ongoing litigation risks. Potential for dilution from future Class A common stock issuances upon RMCO unit redemptions by RIHI.
• **Franchisees**: Affected by new optional economic models (Aspire, Ascend, Appreciate) offering greater flexibility and competitive fee structures, and a new Motto financial model. Also impacted by challenging housing and mortgage market conditions and increased bad debt expense.
• **Agents/Loan Originators**: Benefit from new economic models, technology platforms (BoldTrail, MaaS, LBS), educational programs (RE/MAX University), and marketing support. Face challenges from intense competition and market downturns.
• **Employees**: Impacted by restructuring activities (reduction in force in 2023, support services restructuring in 2024 and 2025) and changes to the Severance and Retirement Plan. Employee engagement survey showed 70% favorable response in H2 2025.
• **Customers (Homebuyers/Sellers)**: Benefit from access to trusted agents, leading brand awareness, and technology platforms. Affected by broader market conditions such as interest rates and housing affordability.
• **Creditors**: Subject to the company's debt service obligations and financial performance, with the Senior Secured Credit Facility having specific leverage ratio covenants that the company must maintain.

Next Steps

• Launch Marketing as a Service (MaaS) in international markets outside the U.S. and Canada in 2026, where sufficient customer demand and market opportunity exist.
• Continue to invest in education, technology (including AI), and marketing initiatives to strengthen brands and enhance competitive advantages.
• Explore and execute large-scale opportunities that enhance the value proposition via additional business models, market segments, and real estate verticals, as well as re-acquiring regional RE/MAX franchise rights.
• Anticipated capital expenditures for 2026 are expected to be between $9.0 million and $11.0 million.
• Monitor and defend against appeals related to the U.S. Settlement Agreement in antitrust litigation.
• Monitor and defend against the appeal in the Homie Technology, Inc. lawsuit.
• Continue to evaluate all aspects of legislation, regulations, and policies affecting the real estate market.

Key Dates

Recommendation

While RE/MAX Holdings faces significant headwinds with declining revenue, Adjusted EBITDA, and agent count in core U.S. and Canada markets, along with ongoing litigation uncertainties and a suspended dividend, the company is actively implementing strategic initiatives. These include new agent economic models, AI-driven technology platforms, and a new Motto franchise model, which show early signs of positive impact on global agent growth and recruitment momentum. The company's asset-light, franchisor model provides resilience, and the increase in net income and Adjusted EBITDA margin (despite lower absolute EBITDA) suggests some operational efficiency. A "Hold" recommendation reflects the current challenges and uncertainties, balanced by the proactive strategic adjustments and the company's strong brand recognition and global footprint, which could position it for recovery as market conditions improve and initiatives gain traction.

Keywords

RE/MAX, Motto Mortgage, wemlo, Real Estate Franchising, Mortgage Brokerage, SEC Filing, 10-K, Financial Performance, Agent Count, Housing Market, Mortgage Market, Antitrust Litigation, AI, Technology, Corporate Governance, Risk Factors, Financial Reporting, RMAX, StockSavvy.ai