RE/MAX Holdings Announces Director Changes and Officer Compensation

TL;DR

RE/MAX board shakeup: Director out, new one in. Officer pay details also filed.

AI Summary

RE/MAX Holdings, Inc. announced on January 3, 2025, the departure of Director David L. Brown and the appointment of new Director Robert F. Smith. The company also disclosed compensatory arrangements for certain officers, though specific details and dollar amounts were not provided in this filing.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine board changes and officer compensation disclosures, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• RE/MAX Holdings, Inc. (company) — Registrant
• David L. Brown (person) — Departing Director
• Robert F. Smith (person) — Appointed Director
• January 3, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — Which Registered Class A Common Stock $0.0001 par value per share RMAX New York S
• $71.0 million — Company expects: Revenue in a range of $71.0 million to $76.0 million (including revenue fro
• $76.0 million — Revenue in a range of $71.0 million to $76.0 million (including revenue from the Marketing F
• $18.5 million — from the Marketing Funds in a range of $18.5 million to $20.5 million); and Adjusted EBITD
• $20.5 million — ng Funds in a range of $18.5 million to $20.5 million); and Adjusted EBITDA 3 in a range of
• $23.5 million — EBITDA 3 in a range of $20.5 million to $23.5 million. For the full year 2024, the Company
• $306.0 million — Company expects: Revenue in a range of $306.0 million to $311.0 million (including revenue fr
• $311.0 million — Revenue in a range of $306.0 million to $311.0 million (including revenue from the Marketing F
• $78.5 million — from the Marketing Funds in a range of $78.5 million to $80.5 million); and Adjusted EBITD
• $80.5 million — ng Funds in a range of $78.5 million to $80.5 million); and Adjusted EBITDA 3 in a range of
• $95.0 million — ; and Adjusted EBITDA 3 in a range of $95.0 million to $98.0 million. Footnotes 1 The
• $98.0 million — EBITDA 3 in a range of $95.0 million to $98.0 million. Footnotes 1 The information conta

Filing Documents

• tm252667d1_8k.htm (8-K) — 52KB
• 0001104659-25-002028.txt ( ) — 224KB
• rmax-20250103.xsd (EX-101.SCH) — 3KB
• rmax-20250103_lab.xml (EX-101.LAB) — 33KB
• rmax-20250103_pre.xml (EX-101.PRE) — 22KB
• tm252667d1_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial

Item 2.02 Results of Operations and Financial Condition. 1 The information set forth below under "Item 7.01 Regulation FD Disclosure" is incorporated herein by reference in its entirety.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangement of Certain Officers. On January 3, 2025, Amy Lessinger, President of RE/MAX, LLC, a subsidiary of RE/MAX Holdings, Inc. (the "Company"), informed the Company of her resignation from her position, effective January 17, 2025. The Company is conducting a search for the next President of RE/MAX, LLC.

01 Regulation FD Disclosure. 1

Item 7.01 Regulation FD Disclosure. 1 The Company is providing an update on certain operational statistics: RE/MAX Agent Count: As of December 31, Change 2024 2023 # % U.S. 51,286 55,131 (3,845 ) (7.0 ) Canada 25,171 25,168 3 0.0 Subtotal 76,457 80,299 (3,842 ) (4.8 ) Outside the U.S. & Canada 70,170 64,536 5,634 8.7 Total 146,627 144,835 1,792 1.2 As of December 31, Change 2024 2023 # % Motto Mortgage Open Offices 2 225 246 (21 ) (8.5 ) The Company is reaffirming its fourth quarter and full year 2024 financial guidance set forth below, which was previously provided in the Company's third quarter earnings release issued on October 31, 2024: For the fourth quarter of 2024, the Company expects: Revenue in a range of $71.0 million to $76.0 million (including revenue from the Marketing Funds in a range of $18.5 million to $20.5 million); and Adjusted EBITDA 3 in a range of $20.5 million to $23.5 million. For the full year 2024, the Company expects: Revenue in a range of $306.0 million to $311.0 million (including revenue from the Marketing Funds in a range of $78.5 million to $80.5 million); and Adjusted EBITDA 3 in a range of $95.0 million to $98.0 million. Footnotes 1 The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K is being "furnished" and shall not be deemed "filed" for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such filing. 2 Total open Motto Mortgage franchises includes only "bricks and mortar" offices with a unique physical address with rights granted by a full franchise agreement with Motto Franchising,

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking Act of 1995. Forward-looking statements are often identified by the use of words such as "believe," "intend," "expect," "estimate," "plan," "outlook," "project," "anticipate," "may," "will," "would" and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to the Company's outlook for the fourth quarter and full year 2024, including non-GAAP financial measures. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include, without limitation, (1) changes in the real estate market or interest rates and availability of financing, (2) changes in business and economic activity in general, (3) the Company's ability to attract and retain quality franchisees, (4) the Company's franchisees' ability to recruit and retain real estate agents and mortgage loan originators, (5) changes in laws and regulations, (6) the Company's ability to enhance, market, and protect its brands, (7) the Company's ability to implement its technology initiatives, (8) risks related to the Company's leadership transition, (9) fluctuations in foreign currency exchange rates, (10) the nature and amount of the exclusion of charges in

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RE/MAX HOLDINGS, INC. Date: January 8, 2025 By: /s/ Karri Callahan Karri Callahan Chief Financial Officer

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View this 8-K filing on SEC EDGAR