RMAX RE/MAX Holdings, Inc.
Price Chart
Executive Summary
RE/MAX Holdings reported Q1 2026 results with total revenue of $70.2M, down 5.7% YoY, and a GAAP net loss attributable to RE/MAX of ($9.7M) or ($0.48) per diluted share. Adjusted EBITDA fell 19.3% to $15.6M. The company has entered into a definitive merger agreement with The Real Brokerage Inc., under which shareholders can elect to receive 5.154 shares of Real REMAX Group or $13.80 in cash per share, with the deal expected to close in H2 2026. The company has suspended guidance and earnings calls pending the merger.
Key Financial Metrics
Actionable Insight
The stock is now a merger-arbitrage situation. The $13.80 cash election creates a floor, but the all-stock election (5.154 Real REMAX shares) introduces execution and valuation risk. Monitor the S-4 proxy filing for fairness opinions and voting timelines. The Q1 results are largely backward-looking; the merger terms will drive price action. Spread to $13.80 cash election and deal-closing probability are the key trading variables.
Key Facts
- Total revenue decreased 5.7% YoY to $70.2 million
- GAAP net loss attributable to RE/MAX Holdings of ($9.7) million, or ($0.48) per diluted share
- Adjusted EBITDA decreased 19.3% to $15.6 million; Adjusted EBITDA margin fell to 22.2% from 25.9%
- U.S. and Canada combined agent count decreased 2.3% to 73,292 agents
- Recurring revenue (continuing franchise fees + annual dues) decreased 10.2% YoY
- Operating cash flow was negative ($1.8) million vs positive $5.7 million in Q1 2025
- Settlement and impairment charges of $8.5 million related to an industry class-action lawsuit settlement
- Merger transaction costs of $2.8 million incurred in Q1 2026
- Entered into definitive merger agreement with The Real Brokerage Inc. on April 26, 2026
- Merger consideration: 5.154 shares of Real REMAX Group or $13.80 cash per RMAX share, with aggregate cash consideration between $60M and $80M
- Company has suspended quarterly earnings calls and guidance while merger is pending
Financial Impact
Revenue decline of $4.2M (5.7%) YoY; GAAP net loss widened by $7.8M to ($9.7M); Adjusted EBITDA down $3.7M (19.3%)
Risk Factors
- Merger may not close due to regulatory or shareholder approval issues
- Revenue and agent count continue to decline, weakening standalone value
- Settlement charges from industry class-action lawsuit could recur
- Integration risk with Real Brokerage may impair combined entity performance
- No quarterly guidance or earnings calls during pendency of merger reduces transparency
Market Snapshot
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001104659-26-057515 |
| Document: tm2614032d1_8k.htm | 0001104659-26-057515 |
| Document: 0001104659-26-057515-index-headers.html | 0001104659-26-057515 |
| Document: 0001104659-26-057515-index.html | 0001104659-26-057515 |
| Document: 0001104659-26-057515.txt | 0001104659-26-057515 |
| 8-K Data (Synthetic) | 0001104659-26-057515 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
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May 29, 2026
12d ago
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DEFA14A
| $9.54 $9.11 | ▼ −4.51% | ▼ −1.98% | $9.32 (−2.31%) |
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May 8, 2026
4w ago
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8-K
| $10.38 $9.01 | ▲ +13.20% | ▲ +14.66% | $9.32 (+10.21%) |
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Apr 30, 2026
5w ago
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10-K/A
| $10.78 $11.06 | ▲ +2.60% | ▲ +0.25% | $9.32 (−13.54%) |
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Apr 28, 2026
6w ago
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8-K / DEFA14A
| $11.29 $10.39 | ▼ −7.97% | ▼ −9.66% | $9.32 (−17.45%) |
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Apr 27, 2026
6w ago
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DEFA14A
| $11.29 $10.52 | ▼ −6.82% | ▼ −8.51% | $9.32 (−17.45%) |
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Apr 27, 2026
6w ago
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DEFA14A
| $9.94 $10.52 | ▲ +5.83% | ▲ +5.43% | $9.32 (−6.24%) |
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Apr 27, 2026
6w ago
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DEFA14A
| $9.94 $10.52 | ▲ +5.83% | ▲ +5.43% | $9.32 (−6.24%) |
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Apr 27, 2026
6w ago
|
8-K
| $9.94 $10.52 | ▲ +5.83% | ▲ +5.43% | $9.32 (−6.24%) |
US Market Status
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