Financial Analysis

13. Commitments and Contingencies The Company is subject to litigation claims arising in the ordinary course of business. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties. The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. U.S. Antitrust Litigation and Settlement Beginning in March 2019, multiple putative class actions were filed against the National Association of Realtors (NAR), or in one case a multiple listing service (MLS) defendant rather than NAR, RE/MAX, LLC, and other real estate companies, alleging that certain NAR rules (or MLS rules) violated federal and state antitrust laws by inflating broker commissions. The complaints make substantially similar allegations and seek substantially similar relief. Plaintiffs generally allege that NARs rule requiring listing brokers to make a blanket, non-negotiable offer of buyer broker compensation results in increased costs to sellers and violates antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule also in violation of antitrust law. Amended complaints added allegations of buyer steering and non-disclosure of buyer-broker compensation. The cases listed below, along with the Copycat Cases (defined below), are collectively referre …

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9. Debt Debt, net of current portion, consists of the following (in thousands): As of December 31, 2025 2024 Senior Secured Credit Facility $ 439,300 $ 443,901 Less unamortized debt issuance costs (1,975) (2,259) Less unamortized debt discount costs (574) (799) Less current portion (4,600) (4,600) $ 432,151 $ 436,243 Maturities of debt are as follows (in thousands): As of December 31, 2026 $ 4,600 2027 4,600 2028 430,100 $ 439,300 Senior Secured Credit Facility On July 21, 2021, the Company amended and restated its credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders party thereto (the Senior Secured Credit Facility) to refinance its previous facility. The revised facility provides for a seven-year $460.0 million term loan facility which matures on July 21, 2028; and a $50.0 million revolving loan facility, which was amended on September 30, 2025, to extend the maturity from July 21, 2026 to April 21, 2028, if any amounts are drawn. The Senior Secured Credit Facility requires the Company to repay term loans at approximately $1.2 million per quarter. The Company is also required to repay the term loans and reduce revolving commitments with (i) 100% of proceeds of any incurrence of additional debt not permitted by the Senior Secured Credit Facility, (ii) 100% of proceeds of asset sales and 100% of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50% of Excess Cash Flow (or ECF) …

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In the following table, segment revenue is disaggregated by geographical area (in thousands): Year Ended December 31, 2025 2024 2023 U.S. Company-Owned Regions $ 122,933 $ 131,375 $ 138,499 U.S. Independent Regions 5,821 6,017 6,439 Canada Company-Owned Regions 39,177 40,693 40,805 Canada Independent Regions 2,754 2,758 2,891 Global 16,334 14,421 12,754 Fee revenue (a) 187,019 195,264 201,388 Franchise sales and other revenue (b) 18,073 18,829 25,794 Total Real Estate 205,092 214,093 227,182 U.S. 54,311 59,335 63,791 Canada 17,301 18,521 19,039 Global 1,223 1,127 1,031 Total Marketing Funds 72,835 78,983 83,861 Mortgage (c) 13,674 14,609 13,993 Other (c) 635 Total $ 291,601 $ 307,685 $ 325,671 (a) Fee revenue includes Continuing franchise fees, Annual dues and Broker fees. (b) Franchise sales and other revenue is derived primarily within the U.S. (c) Revenue from Mortgage and Other are derived exclusively within the U.S. …

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12. Equity-Based Compensation During the second quarter of 2023, the Companys stockholders approved a new Holdings 2023 Omnibus Incentive Plan (the 2023 Incentive Plan), that became effective immediately upon approval, superseding the prior 2013 Incentive Plan (the 2013 Incentive Plan). The 2023 Incentive Plan along with the 2013 Incentive Plan (collectively referred to as the Incentive Plan), include restrictive stock units which may have time-based or performance-based vesting criteria. In addition, during the fourth quarter of 2023, pursuant to the inducement award exception under New York Stock Exchange Rule 303A.08, the Board of Directors approved equity grants to the Companys newly appointed CEO (2023 CEO Grants) which have both time-based and performance-based vesting criteria. The Company recognizes equity-based compensation expense in Selling, operating and administrative expenses in the accompanying Consolidated Statements of Income (Loss). The Company recognizes corporate income tax benefits relating to the vesting of restricted stock units in Provision for income taxes in the accompanying Consolidated Statements of Income (Loss). Employee stock-based compensation expense under the Companys Incentive Plan is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Expense from time-based awards (a) $ 9,635 $ 10,849 $ 12,305 Expense from performance-based awards (a)(b) 3,338 2,942 3,718 Expense from bonus to be settled in shares (c) 3,654 5,064 3,513 Equity …

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10. Fair Value Measurements Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, the Company follows a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets. The fair value of the Companys debt reflects a Level 2 measurement and was estimated based on quoted prices for the Companys debt instruments in an inactive market. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Level 3 liabilities that are measured at fair value on a recurring basis consist of the Companys contingent consideration related to the acquisition of Motto. A summary of the Companys liabilities measured at fair value on a recurring basis is as follows (in thousands): As of December 31, 2025 As of December 31, 2024 Fair Value Level 1 Level 2 Leve …

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7. Intangible Assets and Goodwill The following table provides the components of the Companys intangible assets (in thousands, except weighted average amortization period in years): Weighted Average As of December 31, 2025 As of December 31, 2024 Amortization Initial Accumulated Net Initial Accumulated Net Period Cost Amortization Balance Cost Amortization Balance Franchise agreements 12.3 $ 224,231 $ (157,151) $ 67,080 $ 222,055 $ (140,869) $ 81,186 Other intangible assets: Software (a) 2.9 $ 55,884 $ (46,455) $ 9,429 $ 57,243 $ (46,829) $ 10,414 Trademarks 10.8 835 (527) 308 900 (684) 216 Non-compete agreements 5.0 12,917 (11,880) 1,037 12,721 (9,969) 2,752 Training materials 2,400 (2,400) Other 870 (870) Total other intangible assets 3.7 $ 69,636 $ (58,862) $ 10,774 $ 74,134 $ (60,752) $ 13,382 (a) As of December 31, 2025 and 2024, capitalized software development costs of $1.8 million and $1.2 million, respectively, were related to technology projects not yet complete and ready for their intended use and thus were not subject to amortization. Amortization expense was $23.5 million, $27.2 million and $29.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the estimated future amortization expense related to intangible assets includes the estimated amortization expense associated with the Companys intangible assets assumed with the Companys acquisitions (in thousands): 2026 $ 18,650 2027 11,695 2028 9,629 2029 7,194 2030 6, …

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11. Income Taxes The Company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that they will not be realized. Income (loss) before provision for income taxes as shown in the accompanying Consolidated Statements of Income (Loss) is comprised of the following (in thousands): Year Ended December 31, 2025 2024 2023 Domestic $ (25,782) $ (37,232) $ (82,690) Foreign 45,410 43,432 41,151 Total $ 19,628 $ 6,200 $ (41,539) Components of the Provision for income taxes in the accompanying Consolidated Statements of Income (Loss) consist of the following (in thousands): Year Ended December 31, 2025 2024 2023 Current Federal $ 691 $ (6,807) $ 1,748 Foreign 5,460 6,529 5,248 State and local 499 503 564 Total current expense 6,650 225 7,560 Deferred expense Federal (1,085) (649) 39,634 Foreign 630 (1,453) 573 State and local 9,180 Total deferred expense (benefit) (455) (2,102) 49,387 Provision for income taxes $ 6,195 $ (1,877) $ 56,947 The table below provides the updated requirements of ASU 2023-09 for the year ended December 31, 2025. See Note 2, Summary of Significant Accounting PoliciesRecent accounting pronouncements for additional details on the adoption of ASU 2023-09. The following table presents total cash paid, net of refunds, for income taxes disaggregated by jurisdiction (in thousands) …

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Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09), which requires greater disaggregation of income tax disclosures related to the income tax reconciliation and income taxes paid. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The Company adopted this standard, effective December 31, 2025 on a prospective basis. See Note 11, Income Taxes for additional information. New Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) Disaggregation of Income Statement Expenses (ASU 2024-03), which requires enhanced disclosures around disaggregation of certain income statement expense lines into specified categories. The new standard applies to public business entities and is effective on a prospective basis for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company believes the amendments of ASU 2024-03 will not have a significant impact on the Companys consolidated financial statements and will include all required disclosures upon adoption. In September 2025, the FASB is …

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14. Defined-Contribution Savings Plan The Company sponsors an employee retirement plan (the 401(k) Plan) that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company provides matching contributions on a discretionary basis. During the years ended December 31, 2025, 2024 and 2023, the Company recognized expense of $2.7 million, $2.6 million and $2.6 million, respectively, for matching contributions to the 401(k) Plan. …

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15. Segment Information The Company operates under the following three reportable segments: Real Estate, Mortgage, and Marketing Funds. Mortgage does not meet the quantitative significance test; however, management has chosen to report results for the segment as it believes it will be a key driver of the Companys future success. The Company presents all other business activities and operating segments that do not meet the quantitative significance tests for reportable segments under Other. The Companys operating segments are assessed by the Companys Chief Executive Officer, its chief operating decision maker (the CODM). The Companys CODM evaluates operating results of its segments based upon forecast or budget operating results against actual operating results, including revenue, operating expenses and adjusted earnings before interest, the provision for income taxes, depreciation and amortization and other non-cash and non-recurring cash charges or other items (Adjusted EBITDA). Adjusted EBITDA is a non-GAAP measure of financial performance that differs from U.S. GAAP and the Companys presentation and evaluation of Adjusted EBITDA may not be a comparable measure to similar measures used by other companies. The CODM utilizes these key metrics to make economic decisions of the Company, including as a factor in determining capital allocation among the segments. Except for the adjustments identified below in arriving at Adjusted EBITDA, the accounting policies of the reportable …

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2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements (financial statements) and notes thereto included in this Annual Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The accompanying financial statements include the accounts of Holdings and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying financial statements reflect all normal and recurring adjustments necessary to present fairly the Companys financial position as of December 31, 2025 and 2024, the results of its operations and comprehensive income (loss), changes in its stockholders equity (deficit) and its cash flows for the years ended December 31, 2025, 2024 and 2023. Use of Estimates The preparation of the accompanying financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Segment Reporting The Company operates under the following reportable segments: Real Estate comprises the operations of the Companys owned and independent global franchising operations under the REMA …

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