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.
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
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
Investment Themes
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 | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | SC 13G/A | — | awaiting T+60 | — | — |
Sep 4, 2026 7w ago | 15-12G | — | awaiting T+60 | — | — |
Aug 26, 2026 8w ago | EFFECT | $13.40 | awaiting T+60 | — | — |
Aug 25, 2026 9w ago | 25-NSE | $13.50 | awaiting T+60 | — | — |
Aug 6, 2026 11w ago | DEFA14A | $10.77 | awaiting T+60 | — | — |
Aug 4, 2026 12w ago | 425 / 8-K | $9.70 | awaiting T+60 | — | — |
Jul 14, 2026 15w ago | DEFA14A | $10.72 | awaiting T+60 | — | — |
Jul 14, 2026 15w ago | 8-K | $10.72 | awaiting T+60 | — | — |
Jun 11, 2026 19w ago | Institutional Cluster | $9.01 | awaiting T+60 | — | — |
May 28, 2026 21w ago | DEFA14A | $9.54 $12.36 | ▲ +29.56% | ▲ +28.38% | — |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers