RE/MAX Holdings swung to a $4.3 million net loss in the second quarter as U.S. agent count kept shrinking, the franchisor reported Aug. 6, just over a week before shareholders vote on the company’s pending merger with The Real Brokerage. The loss compares with net income of $4.7 million in the same quarter last year, and GAAP diluted earnings per share fell to a loss of 20 cents from a profit of 23 cents.
Total revenue was $68.5 million, down 5.8% year-over-year; revenue excluding the company’s Marketing Funds segment fell 5.1% to $51.7 million. Adjusted EBITDA declined 12.6% to $22.9 million, with margin compressing to 33.5% from 36.1% a year earlier. Adjusted diluted EPS, which strips out merger and other one-time costs, was 32 cents, down from 39 cents.
Where the revenue pressure is coming from
RE/MAX attributed the decline to modifications in its standard fee models — including its Aspire and Ascend agent programs — a shrinking U.S. agent base, and higher technology investment. Continuing franchise fees remained the largest revenue line at $25.7 million, followed by Marketing Funds fees at $16.8 million, broker fees at $14.1 million and annual dues at $7.4 million. Recurring revenue overall fell 9.9% and now makes up 63.9% of revenue excluding Marketing Funds, down from a larger share a year ago.
The company’s global agent count actually rose 1.5% to 149,267, but that growth came entirely from outside the U.S. and Canada, where agent counts climbed 5.3% to 76,299. In RE/MAX’s core U.S. and Canada markets — historically the source of most of its system revenue — combined agent count fell 2.2% to 72,968, with the U.S. alone down 5.0% to 47,170 agents. Canada was a bright spot, up 3.3% to 25,798.
Merger costs and a paused earnings calendar
Operating expenses jumped 14.1% to $67.0 million, driven largely by $11.5 million in transaction costs tied to the pending Real Brokerage merger. RE/MAX ended the quarter with $112.4 million in cash, down $6.3 million from year-end, against $435.0 million in net outstanding debt. The company said it is not hosting a quarterly earnings call and does not expect to for future quarters while the merger is pending, and it is not providing forward guidance.
RE/MAX and Real entered a definitive merger agreement on April 26, 2026, and special shareholder meetings to approve the deal are scheduled for Aug. 14. The combination is expected to close in the second half of 2026. The earnings weakness contrasts with strength elsewhere in the brokerage sector: eXp Realty’s parent AGNT posted record second-quarter revenue of $1.4 billion on agent productivity gains, underscoring how unevenly the current housing slowdown is hitting different brokerage models.
What it means: RE/MAX’s decision to suspend earnings calls and guidance while the Real merger is pending limits what the company will say publicly about its outlook until the deal closes or falls through. The U.S. agent attrition — a 5% year-over-year decline — is the clearest sign of competitive pressure in RE/MAX’s home market, and it is a trend the pending merger with Real, a technology-focused, cloud-based brokerage, is explicitly designed to address.
