Re/max Holdings, Inc. · NYSE:RMAX
Re/max — Merger or Acquisition (April 2026)
23 slides from Re/max's merger presentation, Apr 27, 2026
Slide 1: The Real Brokerage to acquire REMAX
The Real Brokerage to acquire REMAX APRIL 27, 2026 1
Slide 2: Cautionary Disclosure Regarding Forward-Looking Statements
Cautionary Disclosure Regarding Forward-Looking Statements This communication contains certain “forward-looking statements” and “forward-looking information” within the meaning of applicable United States and Canadian securities laws, including Section 27A of the U.S. Securities Act of 1933, as amen
Slide 3: Disclaimer (cont.): Important Information and Where to Find It
Disclaimer (cont.) 3 Important Information and Where to Find It In connection with the proposed transaction between Real and RE/MAX Holdings, Real and RE/MAX Holdings will file relevant materials with the SEC and Canadian securities regulators, as applicable, including a management information circu
Slide 4: Forming a Leading Technology-Driven Global Real Estate Platform
Owned Brokerage O P E R A T I N G M O D E L Forming a Leading Technology-Driven Global Real Estate Platform 4 ~$2.3B 2025 Revenue AI-powered, high-growth brokerage platform, proprietary software and vibrant agent community Franchised Brokerage O P E R A T I N G M O D E L Iconic real estate brand and
Slide 5: Transaction Terms
Transaction Terms 1.To be adjusted to reflect 10-for-1 share consolidation of Real shares immediately prior to closing. 2.See Appendix for reconciliation of historical non-GAAP financial measures. 3.Pro forma results as presented in this presentation represent the combined Real and RE/MAX Holdings f
Slide 6: Generating Substantial Value for Agents, Franchisees, Consumers and Shareholders
Generating Substantial Value for Agents, Franchisees, Consumers and Shareholders 1 Brings together two highly complementary business models to create a more innovative, more productive and more connected real estate ecosystem 2 Enhanced value proposition for agents and franchisees offering greater c
Slide 7: Complementary Models Will Create a Differentiated Real Estate Business
Complementary Models Will Create a Differentiated Real Estate Business Spanning Brokerage, Franchise and Ancillary Services TECHNOLOGY-ENABLED BROKERAGE MODEL GLOBAL FRANCHISE MODEL + = Proprietary, AI-Enabled Tech Platform reZEN, Leo CoPilot and HeyLeo form a fully integrated operating system, mana
Slide 8: Agent and Franchisee Value Proposition
Agent Value Proposition Global Brand + Integrated Technology Platform Franchisee Value Proposition A Unique, Differentiated and Better Positioned Brokerage Platform Greater Choice, Higher Productivity and Expanded Earnings Opportunities for Agents and Franchisees GLOBAL BRAND + MODERN PLATFORM Combi
Slide 9: One Technology Platform Tailored to Agents, Franchisees and Consumers
One Technology Platform Tailored to Fit the Diverse Needs of Agents, Franchisees and Consumers ReZEN as the Differentiator ReZEN is used by nearly every agent at Real and deeply embedded in how Real agents transact. This has created industry-leading headcount efficiency ReZEN ReZEN is Real’s proprie
Slide 10: AI-powered home search and integrated closing services
AI-powered home search Real’s HeyLeo — Always On, Across Every Channel • Real has built the industry's first voice-enabled AI home search and relationship manager — giving buyers and sellers guided, real-time support across phone, SMS and chat, 24/7 • REMAX attracts over 1 million consumer leads ann
Slide 11: More Diversified and Durable Financial Model
More Diversified and Durable Financial Model INCREASED EXPOSURE TO HIGH-MARGIN FRANCHISE REVENUE AND RESULTING OPPORTUNITY TO GROW IN HIGHER-MARGIN ANCILLARY SERVICES 2025 Gross Profit % Composition ADJUSTED EBITDA MARGIN2 : ~3% 95% Commissions 5% Title + Mortgage 52% Continuing Franchise Fees 14% A
Slide 12: Stronger Financial Profile and Cash Generation Expected to Reduce Leverage
Stronger Financial Profile and Cash Generation Expected to Reduce Leverage INTEGRATED PLATFORM (BEST OF BOTH) Pro Forma Leverage (2025 Net Debt / Adjusted EBITDA)1 Earnings Accretive Expected to contribute to earnings growth and Adjusted EBITDA margin expansion1 within the first full fiscal year fol
Slide 13: Compelling Cost Synergy Opportunity
$4M $7M $4M $15M Anticipated Cost Synergies Compelling Cost Synergy Opportunity ~100BPS CONSOLIDATED OPERATING MARGIN EXPANSION AT RUN-RATE Compelling Opportunities with Majority Run-Rate Expected to be Realized in 2027 SHARED SERVICES VENDOR & OTHER EXT. PUBLIC COSTS REAL ESTATE A C B D ~$30M of Es
Slide 14: Potential Available Revenue Opportunities from the Combined Network
Potential Available Revenue Opportunities from Leveraging the Combined Network Mortgage Expansion Title Attachment Real Wallet Contribution REMAX Website Lead Monetization + Wallet LEO AI + Providing REMAX clients access to in-house financing options, deepening the consumer relationship while captur
Slide 15: Integration Roadmap and Synergy Realization
Integration Roadmap and Synergy Realization Two Brands, One Platform • We will operate two distinct brands with the REMAX brand remaining a permanent part of the combined company and continuing as a leading global franchise network Utilize the Best Talent • Leadership roles will be filled based on m
Slide 16: Transformational Moment for the Industry
Transformational Moment for the Industry Important Step in Real’s Journey to Build a Technology Platform that Empowers Real Estate Professionals and Improves the Consumer Experience 1 Brings together two highly complementary business models to create a more innovative, more productive and more conne
Slide 17: Appendix
Appendix
Slide 18: Overview of Real
Overview of Real Compelling Agent Economic Model Proprietary Tech Platform Collaborative Culture reZEN software: A proprietary transaction management platform system of record used by 100% of agents to manage transactions, compliance and instant payouts AI-Enabled Efficiency: Leo CoPilot handles 24/
Slide 19: Overview of REMAX
Overview of REMAX Global Brand Recognition Scaled Franchise Network High-Margin, Recurring Revenue Record Global Footprint: 148,660 agents across nearly 8,500 offices in more than 120 countries and territories Elite Productivity: REMAX agents are the part of the most productive real estate network i
Slide 20: Non-GAAP Measures and Ratios
This Presentation includes references to “Adjusted EBITDA”, which is a non-U.S. generally accepted accounting principles (“GAAP”) financial measure. Non-GAAP measures, including Non-GAAP ratios, are not recognized measures under GAAP, do not have a standardized meaning prescribed by GAAP, and are th
Slide 21: Non-GAAP Measures and Ratios (cont.)
Non-GAAP Measures and Ratios (cont.) 1. Non-GAAP measures 21 REMAX Adjusted EBITDA and Adjusted Free Cash Flow $M For the Year Ended December 31, 2025 Net Income $13 Depreciation and Amortization 26 Interest Expense 32 Interest Income (4) Provision for Income Taxes 6 EBITDA 74 Settlement and Impairm
Slide 22: Non-GAAP Measures and Ratios (cont.)
Non-GAAP Measures and Ratios (cont.) 1. Non-GAAP measures 22 REMAX Standalone Leverage $M For the Year Ended December 31, 2025 Senior Secured Credit Facility $439 Cash and Cash Equivalents (119) Net Debt $321 Net Debt to Adjusted EBITDA 1 3.4x Pro Forma Leverage $M For the Year Ended December 31, 20
Slide 23: REMAX
“REMAX