Private company

RE/MAX Holdings, Inc.

World’s leading franchisors in the real estate industry2

In its 2026 annual report the company says: “We franchise real estate brokerages worldwide under the RE/MAX ® brand and mortgage brokerages in the United States under the Motto ® Mortgage brand. 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. We do not own or operate brokerage offices.”7 It is headquartered in Wilmington, United States.2

Last updated Oct 20, 2026.

Overview

$291.6MRevenue, fiscal 20253
$13.4MNet income, fiscal 20254
  • IndustryReal Estate Agents & Managers (For Others)2
  • HeadquartersWilmington, United States2
  • Incorporated inCO5
  • Business address5075 South Syracuse Street, Denver, Co 802375
  • Filer categoryAccelerated filer5
  • Legal formCorporation2
  • LEI54930033W2KS56JHAN302
  • StatusInactive2
  • LEI statusRetired2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 53543072

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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.7 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

16.1%Operating margin3
4.6%Net margin4
-5.2%Revenue growth, 20253
3.0%Return on equity3
0.96×Debt to equity3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin50¢$146.7M
  • Other costs43¢$125.3M
  • Income tax2¢$6.2M
  • Profit5¢$13.4M

Out of $291.6M in revenue.34

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$40.9M

Out of $40.9M of cash from operations.3

Financial statements

Revenue891011123$291.6M in 2025+37% since 2018
0$100.0M$200.0M$300.0M$400.0M2018: $212.6M$212.6M20182019: $282.3M$282.3M2019+33%2020: $266.0M$266.0M2020−6%2021: $329.7M$329.7M2021+24%2022: $353.4M$353.4M2022+7%2023: $325.7M$325.7M2023−8%2024: $307.7M$307.7M2024−6%2025: $291.6M$291.6M2025−5%
Operating income891011123$47.0M in 2025−40% since 2018
-$25.0M0$25.0M$50.0M$75.0M$100.0M2018: $78.4M$78.4M20182019: $69.0M$69.0M2019−12%2020: $38.6M$38.6M2020−44%2021: -$9.9M-$9.9M20212022: $38.2M$38.2M20222023: -$10.6M-$10.6M20232024: $40.2M$40.2M20242025: $47.0M$47.0M2025+17%
Net income89104$13.4M in 2025−50% since 2018
-$100.0M-$50.0M0$50.0M2018: $27.1M$27.1M20182019: $25.3M$25.3M2019−7%2020: $11.2M$11.2M2020−55%2021: -$24.6M-$24.6M20212022: $10.8M$10.8M20222023: -$98.5M-$98.5M20232024: $8.1M$8.1M20242025: $13.4M$13.4M2025+66%
Fiscal year20182019202020212022202320242025
Revenue$212.6M8$282.3M9$266.0M10$329.7M11$353.4M12$325.7M3$307.7M3$291.6M3
Selling, general and admin$120.2M8$119.2M9$129.0M10$179.5M11$174.0M12$171.5M3$152.3M3$146.7M3
Operating expenses$339.6M11$315.2M12$336.3M3$267.5M3$244.6M3
Operating income$78.4M8$69.0M9$38.6M10-$9.9M11$38.2M12-$10.6M3$40.2M3$47.0M3
Interest$12.1M8$12.2M9$9.2M10$11.3M11$20.9M11$35.7M11
Income before tax-$22.2M11$18.1M12-$41.5M3$6.2M3$19.6M3
Income tax$16.4M8$11.0M9$9.2M10$2.5M11$7.4M12$56.9M3-$1.9M3$6.2M3
Net income$27.1M8$25.3M9$11.2M10-$24.6M4$10.8M4-$98.5M4$8.1M4$13.4M4
Earnings per share$1.538$1.428$0.628
Earnings per share (diluted)$1.538$1.418$0.618

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Corporate structure

RE/MAX Holdings, Inc. sits at the top of its group. 21 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of RE/MAX Holdings, Inc.

  • ExodusPoint Capital Management, LP Filed SCHEDULE 13G on RE/MAX Holdings, Inc., latest Aug 20, 2026
  • Weiss Asset Management LP Filed SCHEDULE 13G on RE/MAX Holdings, Inc., latest Aug 14, 2026
  • Trium Capital LLP Filed SCHEDULE 13G on RE/MAX Holdings, Inc., latest Aug 13, 2026
  • MAGNOLIA CAPITAL FUND, LP Filed SCHEDULE 13G/A on RE/MAX Holdings, Inc., latest May 6, 2026 (6 filings since Jun 15, 2022)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on RE/MAX Holdings, Inc., latest Mar 27, 2026 (8 filings since Feb 10, 2022)
  • DIMENSIONAL FUND ADVISORS LP Filed SCHEDULE 13G/A on RE/MAX Holdings, Inc., latest Oct 9, 2025 (6 filings since Feb 8, 2022)
  • Capital World Investors Filed SCHEDULE 13G on RE/MAX Holdings, Inc., latest Feb 13, 2025
  • Hotchkis & Wiley Capital Management Filed SC 13G/A on RE/MAX Holdings, Inc., latest Nov 14, 2024 (2 filings since Feb 13, 2024)
  • RPD Fund Management LLC Filed SC 13G/A on RE/MAX Holdings, Inc., latest Nov 13, 2024 (5 filings since Nov 2, 2021)
  • RENAISSANCE TECHNOLOGIES LLC Filed SC 13G/A on RE/MAX Holdings, Inc., latest Feb 13, 2024 (3 filings since Feb 11, 2022)
  • Burgundy Asset Management Ltd. Filed SC 13G/A on RE/MAX Holdings, Inc., latest Feb 14, 2022
  • RE/MAX Holdings, Inc. Wilmington, Delaware, United States
    • 39 North Investments, LLC Subsidiary · Delaware, United States
    • Brand Emporium, LLC Subsidiary · Delaware, United States
    • First Leads, LLC Subsidiary · Delaware, United States
    • Homeview Development, LLC Subsidiary · Delaware, United States
    • Motto Franchising, LLC Subsidiary · Delaware, United States
    • Motto Marketing Fund, LLC Subsidiary · Delaware, United States
    • RE/MAX Foreign Holdings, LLC Subsidiary · Delaware, United States
    • RE/MAX Integrated Regions, LLC Subsidiary · Delaware, United States
    • RE/MAX Marketing Fund, LLC Subsidiary · Delaware, United States
    • RE/MAX of Western Canada (1998), LLC Subsidiary · Delaware, United States
    • RE/MAX Promotions, Inc. Subsidiary · British Columbia, Canada
    • RE/MAX, LLC Subsidiary · Delaware, United States
    • REMAX Canada, Inc. Subsidiary · British Columbia, Canada
    • RMCO, LLC Subsidiary · Delaware, United States
    • Seventy3, LLC Subsidiary · Delaware, United States
    • Statewide RES, Inc. Subsidiary · Texas, United States
    • Syracuse Development Company, LLC Subsidiary · Delaware, United States
    • Syracuse Web Services, LLC Subsidiary · Delaware, United States
    • The Gadberry Group, LLC Subsidiary · Delaware, United States
    • Wemlo, LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What RE/MAX Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$23.2M3 Dec 31, 2025$23.1M3 Dec 31, 2024+0.2%
Accumulated depreciation$17.2M3 Dec 31, 2025$15.5M3 Dec 31, 2024+10.6%
Property and equipment, net$6.0M3 Dec 31, 2025$7.6M3 Dec 31, 2024−20.9%
Operating-lease assets (leased space)$12.6M3 Dec 31, 2025$17.8M3 Dec 31, 2024−29.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$118.7M3 Dec 31, 2025$96.6M3 Dec 31, 2024+22.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$239.6M3 Dec 31, 2025$237.2M3 Dec 31, 2024+1.0%
Finite-lived intangibles, net$67.1M3 Dec 31, 2025$81.2M3 Dec 31, 2024−17.4%

Properties, in its own words

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 2 of the 10-K filed Feb 19, 2026.7

Leadership

Who has led RE/MAX Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Margaret M. Kelly2013–2015
  2. David L. Liniger2015
  3. Adam M. Contos2018–2022
  4. Nicholas R. Bailey2022–2023
  5. Ward M. Morrison2022
  6. Stephen P. Joyce2022–2023
  7. W. Erik Carlson2023–now

Chair

  1. David L. Liniger2015

President

  1. Vincent J. Tracey2013–2014
  2. Geoffrey D. Lewis2015–2017
  3. Ward M. Morrison2020–2021
  4. Nicholas R. Bailey2021–2023
  5. Amy M. Keith-Lessinger2024
  6. Victor Stephen Lombardo2025–2026
  7. Christopher Inwhan Lim2026–now
  8. Susan L. Winders2026–now

Chief financial officer

  1. David Metzger2013–2015
  2. Margaret M. Kelly2014–2015
  3. Karri R. Callahan2016–now

Chief operating officer

  1. David Metzger2013–2015
  2. Adam M. Contos2016–2017
  3. Serene M. Smith2017–2024
201520202025
Board members and other officers (35)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 39 North Investments, LLC Delaware6
  • Brand Emporium, LLC Delaware6
  • First Leads, LLC Delaware6
  • Homeview Development, LLC Delaware6
  • Motto Franchising, LLC Delaware6
  • Motto Marketing Fund, LLC Delaware6
  • RE/MAX Foreign Holdings, LLC Delaware6
  • RE/MAX Integrated Regions, LLC Delaware6
  • RE/MAX Marketing Fund, LLC Delaware6
  • RE/MAX Promotions, Inc. British Columbia, Canada6
  • RE/MAX of Western Canada (1998), LLC Delaware6
  • RE/MAX, LLC Delaware6
  • REMAX Canada, Inc. British Columbia, Canada6
  • RMCO, LLC Delaware6
  • Seventy3, LLC Delaware6
  • Statewide RES, Inc. Texas6
  • Syracuse Development Company, LLC Delaware6
  • Syracuse Web Services, LLC Delaware6
  • The Gadberry Group, LLC Delaware6
  • Wemlo, LLC Delaware6

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 24, 20268-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer70
  2. Aug 21, 20268-K Regulation FD disclosure71
  3. Aug 20, 20268-K Regulation FD disclosure72
  4. Aug 14, 20268-K Shareholder vote; Regulation FD disclosure73
  5. Aug 6, 20268-K Other events74
  6. Aug 6, 20268-K Results of operations75
  7. Aug 4, 20268-K Other events76
  8. Jul 14, 20268-K Other events77
  9. May 8, 20268-K Results of operations78
  10. Apr 28, 20268-K Entered a material agreement79
  11. Apr 27, 20268-K Regulation FD disclosure80
  12. Mar 25, 20268-K Regulation FD disclosure81
  13. Nov 13, 2023New chief executive W. Erik Carlson becomes CEO19
  14. Sep 9, 2022New chief executive Stephen P. Joyce becomes CEO22
  15. Mar 3, 2022New chief executive Ward M. Morrison becomes CEO21
  16. Mar 3, 2022New chief executive Nicholas R. Bailey becomes CEO20
  17. Mar 5, 2018New chief executive Adam M. Contos becomes CEO23
  18. Nov 25, 2015New chief executive David L. Liniger becomes CEO24
  19. Oct 1, 2013New chief executive Margaret M. Kelly becomes CEO25
  20. Jun 25, 2013Founded RE/MAX Holdings, Inc. is founded2

Calendar

Coming up

  1. Around Nov 4, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results75
  2. May 8, 2026Reported quarterly or annual results78
  3. Feb 19, 2026Reported quarterly or annual results82
  4. Oct 30, 2025Reported quarterly or annual results83
  5. Jul 29, 2025Reported quarterly or annual results84
  6. May 1, 2025Reported quarterly or annual results85
  7. Feb 20, 2025Reported quarterly or annual results86
  8. Jan 8, 2025Reported quarterly or annual results87

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

398 filings to the SEC since October 2021: 7 annual reports, 15 quarterly reports, 66 major events, 209 insider forms, 35 large holders, 66 other. The latest 20:

  1. Sep 4, 202615-12G EDGAR
  2. Aug 25, 2026EFFECT EDGAR
  3. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  6. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  7. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  9. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  10. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  11. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  12. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  13. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  14. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  15. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  16. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Aug 24, 20264 OWNERSHIP DOCUMENT EDGAR
  18. Aug 24, 2026S-8 POS EDGAR
  19. Aug 24, 2026S-8 POS EDGAR
  20. Aug 24, 2026S-8 POS EDGAR

The 398 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

72 open-market trades by officers, directors and large owners since October 2021: 55 buys and 17 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 29, 2026Peterson Adam KSale216,281$11.10$2.4MForm 4
Apr 28, 2026Peterson Adam KSale493,006$10.97$5.4MForm 4
Apr 27, 2026Peterson Adam KSale632,091$9.84$6.2MForm 4
Apr 1, 2026Peterson Adam KSale61,000$5.71$348.3KForm 4
Mar 31, 2026Peterson Adam KSale81,693$5.80$473.8KForm 4
Feb 19, 2026Peterson Adam KSale67,500$6.84$461.7KForm 4
Feb 18, 2026Peterson Adam KSale52,362$6.90$361.3KForm 4
Sep 30, 2025Dow Roger J.DirectorSale9,100$9.37$85.3KForm 4
May 16, 2025Lee Abigail C.EVP, MARKETING, COMMS, EVENTSSale10,000$7.78$77.8KForm 4
Feb 27, 2025Jenkins Leah RVP, CHIEF ACCOUNTING OFFICERSale3,303$9.28$30.7KForm 4
Jan 10, 2025Peterson Adam KBuy11,798$9.64$113.7KForm 4
Jan 2, 2025MAGNOLIA GROUP, LLCBuy15,000$10.30$154.5KForm 4
Dec 30, 2024MAGNOLIA GROUP, LLCBuy13,636$10.45$142.5KForm 4
Dec 18, 2024MAGNOLIA GROUP, LLCBuy29,455$10.82$318.7KForm 4
Nov 18, 2024MAGNOLIA CAPITAL FUND, LPBuy27,366$10.96$299.9KForm 4
Jul 2, 2024MAGNOLIA CAPITAL FUND, LPBuy522$7.92$4.1KForm 4
Jul 1, 2024MAGNOLIA CAPITAL FUND, LPBuy26,000$8.03$208.8KForm 4
Jun 28, 2024Peterson Adam KBuy23,500$8.27$194.3KForm 4
Jun 26, 2024Peterson Adam KBuy2,180$8.03$17.5KForm 4
Jun 21, 2024Peterson Adam KBuy12,000$8.34$100.1KForm 4

All 72 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Ward M. MorrisonPresident and$2.1M99
2024Karri R. CallahanChief Financial$1.9M99
2024Erik CarlsonCEO$1.8M99
2024William G. LigonChief Information Officer$1.7M99
2024Serene M. SmithFormer Chief of$1.6M99
2024Susan L. WindersExecutive Vice President, General Counsel$1.4M99
2023Erik CarlsonCEO$4.5M99
2023Officer$1.9M99
2023Staff and Chief Operating Officer$1.5M99
2023CEOMotto Mortgage and wemlo$1.5M99
2022Officer$1.7M99
2022Staff and Chief Operating Officer$1.5M99
2022CEOMotto Mortgage and wemlo$1.5M99

SEC filer profile

How RE/MAX Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRE/MAX Holdings, Inc.1
  • CIK0001581091
  • Employer ID (EIN)80-09371457
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company7
  • Incorporated inDelaware7
  • Fiscal year endsDecember 311
  • Industry code (SIC)6531 Real Estate Agents & Managers (For Others)1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address5075 South Syracuse Street, Denver, CO 802371
  • Phone(303)770-55311
  • Shares outstanding20,142,454 Common Class A shares; 1 Common Class B shares as of Jan 31, 20267
  • Public float$160.9M as of Jun 30, 20257
  • AuditorErnst & Young LLP, Denver, Colorado PCAOB ID 42; it also attests to the company’s internal control over financial reporting7
  • On EDGAR sinceJul 12, 20131
  • Filings906 in all: 4 (402), 8-K (140), SC 13G/A (75), 3 (46), 10-Q (39), SC 13G (26), DEFA14A (24), 425 (20)1
    All 41 form types

    10-K (13), CORRESP (13), UPLOAD (13), DEF 14A (12), 4/A (8), 8-K/A (8), SCHEDULE 13G/A (7), S-8 (6), S-8 POS (6), EFFECT (5), S-1/A (5), SCHEDULE 13G (5), 144 (3), ARS (3), S-3 (3), 10-K/A (2), 424B4 (2), 5 (2), NO ACT (2), NT 10-Q (2), S-3/A (2), 15-12G (1), 25-NSE (1), 424B3 (1), 8-A12B (1), CERTNYS (1), DEFM14A (1), DRS (1), FWP (1), NT 10-K (1), POS AM (1), PX14A6G (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Feb 19, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 3, 2025
    Latest 8-K (8-K) Aug 24, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.0001 per shareRMAXNew York Stock Exchange

From the cover page of the 10-K filed Feb 19, 2026 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks RE/MAX Holdings, Inc. names in Item 1A of its 10-K filed Feb 19, 2026: 37 risks under these headings, as written.7

  • 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.
  • 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.
  • 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 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.
  • Our franchisees and their agents or loan originators could take actions that could harm our reputation and our business.
  • 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 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
  • 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.
The other 26 risks
  • Our franchise model can be subject to particular litigation risks.
  • Our mortgage segment businesses operate in a heavily regulated and competitive industry. As younger businesses, they may carry a higher risk of failure.
  • 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.
  • Our global REMAX operations, including those in Canada, are subject to risks not generally experienced by our U.S. operations.
  • 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 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.
  • 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.
  • 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 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.
  • 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.
  • 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.
  • 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.
  • 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 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.
  • 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.
  • We have significant debt service obligations and may incur additional indebtedness in the future.
  • 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.
  • Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.
  • 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.
  • 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.
  • 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.
  • 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.
  • Expectations of the Company relating to environmental, social and governance factors may impose additional costs and expose us to new risks.
  • Failure to maintain effective internal controls over financial reporting could have a material adverse effect on our business and stock price.

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.

The opening of Item 3, Legal Proceedings.7

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