RE/MAX Q2 2026 Earnings: Lower Revenue and Merger Costs Drive a GAAP Loss

RE/MAX Holdings (NYSE: RMAX) reported Q2 2026 revenue of $68.5 million, down 5.8% from $72.8 million a year earlier, while diluted GAAP EPS swung to a loss of $0.20 from earnings of $0.23. Adjusted EBITDA declined 12.6% to $22.9 million, and its margin narrowed by 2.6 percentage points. Total agent count increased, but growth outside the U.S. and Canada masked continued weakness in the U.S.

Core earnings data

Revenue excluding the Marketing Funds fell 5.1% to $51.7 million. Organic revenue also declined 5.1%, with no impact from foreign exchange, as fee-model changes, fewer U.S. agents and lower Mortgage segment revenue outweighed higher Broker fees.

Total operating expenses increased 14.1% to $67.0 million, primarily because of $11.5 million in costs associated with the pending merger. This combination of lower revenue and higher expenses reduced operating income to $1.5 million and produced a GAAP net loss attributable to RE/MAX Holdings.

Revenue excluding Marketing Funds, adjusted EBITDA, adjusted EBITDA margin and adjusted EPS are non-GAAP measures. Adjusted EPS uses a pro forma share count that assumes RE/MAX Holdings owned 100% of RMCO, compared with its 62.9% weighted-average ownership during the quarter.

Business and agent performance

Recurring revenue from continuing franchise fees and annual dues decreased $3.6 million, or 9.9%, and represented 63.9% of revenue excluding Marketing Funds, down from 67.3%. Continuing franchise fees fell from $29.0 million to $25.7 million, while annual dues declined from $7.7 million to $7.4 million.

Broker fees provided a partial offset, increasing from $13.5 million to $14.1 million. RE/MAX attributed that increase mainly to higher average transactions per agent and higher average U.S. home-sale prices. Mortgage segment revenue declined, although the company did not disclose a separate quarterly amount.

Agent trends remained sharply divided by geography. Expansion outside the U.S. and Canada more than offset the decline in the two North American markets combined.

The U.S. remained the principal pressure point: its agent count fell by 2,499 year over year. By comparison, the international agent base added 3,861 agents.

Merger costs drove the GAAP decline, but adjusted earnings also weakened

The $11.5 million merger charge accounted for most of the approximately $12.5 million year-over-year decline in GAAP operating income. However, the deterioration was not limited to transaction costs: adjusted EBITDA still fell by $3.3 million and its margin contracted to 33.5%. RE/MAX attributed the adjusted decline to lower revenue, fee-model modifications, fewer U.S. agents and higher technology investment, partially offset by higher Broker fees.

RE/MAX entered into a merger agreement with The Real Brokerage on April 26, 2026. RE/MAX shareholders may elect to receive 5.15 shares of the combined company, subject to adjustment for Real’s planned 10-for-1 share consolidation, or $13.80 in cash for each RE/MAX share. Proration provisions limit aggregate cash consideration to between $60 million and $80 million.

The transaction is expected to close in the second half of 2026, subject to customary conditions and shareholder approvals. Special shareholder meetings were scheduled for August 14, 2026. While the transaction is pending, RE/MAX does not plan to provide quarterly or annual guidance or hold quarterly earnings calls.

Profitability, cash flow and the balance sheet

Selling, operating and administrative expenses declined 3.0% to $32.9 million as lower personnel costs offset increased spending on technology and flagship websites. Because revenue excluding Marketing Funds fell more quickly, these expenses still rose to 63.6% of that revenue measure from 62.2%.

Interest expense of $7.2 million exceeded quarterly operating income of $1.5 million, contributing to a $5.2 million pretax loss. Cash generation also weakened during the first six months of 2026, while outstanding debt declined only modestly.

The cash-flow figures cover the first six months rather than Q2 alone. Adjusted free cash flow is a non-GAAP measure that removes capital expenditures and changes in restricted Marketing Funds cash from operating cash flow.

Recent insider transactions

The supplied six-month insider summary shows 1,495,217 shares purchased across 12 transactions and 1,603,933 shares sold across three transactions, resulting in net sales of 108,716 shares. Among the 10 most recent reports, Adam K. Peterson recorded two indirect sales, while directors and executives received zero-price stock awards.

The six directors receiving awards on May 12 were Roger J. Dow, Teresa S. Van De Bogart, Norman K. Jenkins, C. Cathleen Raffaeli, Katherine Lee Scherping and Annita M. Menogan. These disclosures do not establish the reasons for Peterson’s sales or the recipients’ outlook for the company.

Risks investors need to watch

• U.S. agent attrition: The 5.0% decline in U.S. agents pressured franchise-related revenue and outweighed Canadian agent growth. Continued attrition could further reduce recurring fees.
• Fee-model pressure: Modifications to the Aspire and Ascend programs contributed to the organic revenue decline. The effect on revenue and agent retention remains an important operating variable.
• Lower margins and cash generation: Adjusted EBITDA margin contracted, while first-half operating and adjusted free cash flow fell. Technology spending and a substantial debt balance may continue to limit financial flexibility.
• Merger execution: Closing remains subject to shareholder approvals and other conditions. Additional transaction costs, management distraction or a failure to close could affect results, while the absence of guidance and earnings calls reduces near-term visibility.

Summary

RE/MAX’s Q2 2026 results combined weaker recurring revenue and U.S. agent trends with substantial merger expenses, producing a GAAP loss. International agent growth and higher Broker fees offered partial offsets, but adjusted EBITDA and cash generation also declined. The main issues to monitor are U.S. agent retention, the continuing effects of the revised fee models, margin and cash-flow performance, and completion of the Real Brokerage transaction.