株探米国株
英語
エドガーで原本を確認する

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2025

 

Commission File Number: 001-40442

 

 

 

THE REAL BROKERAGE INC.

(Registrant)

 

 

 

701 Brickell Avenue, 17th Floor

Miami, Florida, 33133 USA

(Address of Principal Executive Offices)

 

 

 

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐ Form 40-F ☒

 

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Explanatory Note

 

Exhibits 99.1, 99.2, 99.3, and 99.4 included with this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (Reg. No. 333-282687) and Registration Statements on Form S-8 (Reg. Nos. 333-262142 and 333-269982 and 333-287690), including the prospectuses contained therein and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

 

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, thereunto duly authorized.

 

  THE REAL BROKERAGE INC.
  (Registrant)
   
Date August 7, 2025 By

/s/ Alexandra Lumpkin

    Alexandra Lumpkin
    Chief Legal Officer

 

 

 

EXHIBIT INDEX

 

Exhibit

   Description of Exhibit
   
99.1    Management’s Discussion and Analysis for the period ended June 30, 2025
     
99.2   Unaudited Interim Condensed Consolidated Financial Statements for the period ended June 30, 2025
     
99.3   Certificate of Interim Filings CEO dated August 7, 2025
     
99.4   Certificate of Interim Filings CFO dated August 7, 2025
     
99.5   Press Release dated August 7, 2025 - The Real Brokerage Inc. Announces Second Quarter 2025 Financial Results

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

 

August 7, 2025

 

This Management’s Discussion and Analysis (the “MD&A”) provides a discussion of the operations and financial condition of The Real Brokerage Inc. (“Real” or the “Company”) for the period ended June 30, 2025, and 2024. This report should be read in conjunction with the interim condensed consolidated financial statements and related notes for the period ended June 30, 2025 and 2024 (the “Financial Statements”). Unless the context indicates otherwise, references to “Real”, “the Company”, “we”, “us” and “our” in this MD&A refer to The Real Brokerage Inc. and its subsidiaries.

 

Unless otherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based on the Financial Statements, which have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP” or “GAAP”). All dollar amounts are presented in U.S. dollars unless otherwise stated.

 

The purpose of this MD&A is to provide investors with a clear understanding of the Company’s performance, including its strategic initiatives, operational trends, and financial results. It also discusses key developments that may impact future performance and outlines the risks and opportunities that Real faces in the evolving real estate technology landscape.

 

This document includes forward-looking statements that reflect the Company’s expectations, projections, and future plans. These statements are subject to risks and uncertainties, which may cause actual results to differ materially. Readers are encouraged to review the “Caution Regarding Forward-Looking Information” section for further details on these risks.

 

As a growing real estate technology company, Real is focused on expanding its agent network, enhancing its proprietary technology platform, and diversifying its revenue streams through ancillary services. The following sections provide a discussion of our recent developments, operational highlights, financial performance, and future expectations.

 

1

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

SECOND QUARTER FINANCIAL HIGHLIGHTS

 

●  The total value of completed real estate transactions reached $20.1 billion in the second quarter of 2025, an increase of 60% from $12.6 billion in the second quarter of 2024.
   
The total number of transactions closed was 49,282 in the second quarter of 2025, an increase of 62% from 30,367 in the second quarter of 2024.
   
The total number of agents on the platform increased to 28,034 at the end of the second quarter of 2025, an increase of 43% from the second quarter of 2024.
   
Revenue rose to $540.7 million for the three months ended June 30, 2025, an increase of 59% from $340.8 million for the three months ended June 30, 2024.
   
Gross profit reached $47.9 million for the three months ended June, 30 2025, an increase of 50% from $31.9 million for the three months ended June 30, 2024.
   
Operating expenses, which include General & Administrative, Marketing, and Research and Development expenses, totaled $46.2 million for the three months ended June 30, 2025, an increase of 42% from $32.5 million for the three months ended June 30, 2024.
   
Operating income was $1.7 million for the three months ended June 30, 2025, compared to an operating loss of $(0.6) million for the three months ended June 30, 2024.
   
Net income was $1.6 million for the three months ended June 30, 2025, compared to a net loss of $(1.1) million for the three months ended June 30, 2024.
   
As of June 30, 2025, cash and cash equivalents and investments totaled $54.8 million, compared to $32.8 million as of December 31, 2024.

 

CAUTION REGARDING FORWARD-LOOKING INFORMATION

 

Some of the statements in this MD&A are forward-looking statements. These statements may constitute “forward-looking information” and “forward-looking statements” under applicable Canadian and United States securities laws (collectively, “forward-looking statements”). These forward-looking statements typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,” “forecast,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,” “strategy,” “target,” “outlook,” “will,” “should,” “could” or other words of similar meaning, as well as statements written in the future tense. Forward-looking statements contained herein may include opinions or beliefs regarding market conditions and similar matters. In many instances, those opinions and beliefs are based upon general observations by members of our management, anecdotal evidence and our experience in the conduct of our businesses, without specific investigations or analyses. Therefore, while they reflect our view of the industries and markets in which we are involved, they should not be viewed as reflecting verifiable views or views that are necessarily shared by all who are involved in those industries or markets. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Without limitation, this MD&A may contain forward-looking statements pertaining to the following:

 

the Company’s capital and organizational structure;
the Company’s expected working capital;
the Company’s business plans and strategies including targets for future growth;
the development of the Company’s business;
expectations regarding the real estate industry;
expectations regarding the development, launch and adoption of new technologies, including Real Wallet, Leo for Clients, and Leo CoPilot, and their expected features;
expectations with respect to future opportunities;
capital expenditure programs and future capital requirements;
supply and demand fundamentals for services of the Company;
the Company’s plans and funding for planned development activities and the expected results of such activities;

 

2

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

our expectations regarding the impact of our former CFO’s violation of Company policies;
the Company’s treatment under governmental and international regulatory regimes;
the Company’s access to capital and overall strategy and development plans for all of the Company’s assets; and
litigation and antitrust matters that may impact the Company.

 

The forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from what is anticipated by our forward-looking statements. The most important factors that could cause actual results to differ materially from those anticipated by our forward-looking statements include, but are not limited to:

 

the impact of macroeconomic conditions on the strength of the residential real estate market;
an extended slowdown in some or all of the real estate markets in which we operate;
the future operational and financial activities of the Company generally;
fluctuations in foreign currency exchange rates, interest rates, business prospects and opportunities;
the impact of inflation or a higher interest rate environment;
reduced availability or increased cost of mortgage financing for homebuyers;
increased interest rates or increased competition in the mortgage industry;
our inability to successfully execute our strategies, including our strategy regarding Real Wallet, Leo for Clients, Leo CoPilot and our strategy to grow our ancillary mortgage broker, title services, and wallet operations;
our inability to launch Leo for Clients with all expected features or at all;
the possibility that we will incur nonrecurring costs that affect earnings in one or more reporting periods;
the impact of the industry antitrust litigation on the industry generally and specifically to us with respect to any lawsuit in which we were named, as well as potential future lawsuits in which we are named;
a reduction in customary commission rates and reduction in the Company’s gross commission income collection;
new laws or regulatory changes that adversely affect the profitability of our businesses;
risks related to information technology failures or data security breaches;
the effect of cybersecurity incidents and threats;
our ability to attract and retain highly qualified employees;
our inability to retain agents, or maintain our agent growth rate;
the regulatory framework governing intellectual property in the jurisdictions in which the Company conducts its business and any other jurisdictions in which the Company may conduct its business in the future;
the Company’s potential inability to comply with the regulatory bodies governing its activities;
the impact of competition on the Company;
our ability to obtain or maintain adequate insurance coverage;
the results of the investigation into our former Chief Financial Officer’s violation of Company policies related to personal expenses, including the determination of the full amount at issue once the investigation has concluded, any impact to our financial statements and the determination of the effectiveness of our internal controls;
the effects of weather conditions and natural disasters on our business and financial results;
our ability to maintain our company culture;
the effects of public health issues such as a major epidemic or pandemic that could have a negative impact on the economy and on our businesses;
the effects of negative publicity;
our ability to successfully estimate the impact of certain accounting and tax matters, including related to transfer pricing;
changes in law that have a negative impact on our business; and
the impact of regulatory and litigation matters.

 

The foregoing list of assumptions is not exhaustive. Actual results could differ materially from those anticipated in forward-looking statements as a result of various events and circumstances, including, among other things, the risk factors identified under the heading “Risks and Uncertainties”.

 

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievement may vary materially from those expressed or implied by the forward-looking information contained in this MD&A. These factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this MD&A. All subsequent forward-looking information of the Company herein is expressly qualified in its entirety by the cautionary statements contained in or referred to herein. The Company does not undertake any obligation to release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date of this MD&A or to reflect the occurrence of unanticipated events, except as may be required under applicable Canadian and United States securities laws.

 

3

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

CORPORATE INFORMATION

 

The Real Brokerage Inc. (formerly ADL Ventures Inc.) was incorporated under the laws of the Business Corporations Act (British Columbia) on February 27, 2018. Originally a capital pool company, Real completed a qualifying transaction on June 5, 2020, acquiring all of the issued and outstanding shares of Real Technology Broker Ltd., an Israel-based private corporation, and changed its name to The Real Brokerage Inc.

 

The Company’s principal executive office is located at 701 Brickell Avenue, 17th Floor, Miami, Florida, 33131 and registered office is located at 550 Burrard Street, Suite 2300, Bentall 5, Vancouver, British Columbia, V6C 2B5, Canada.

 

The common shares of the Company (“Common Shares”) are listed and traded on the Nasdaq under the symbol “REAX”. The Company is a “reporting issuer” in all the provinces and territories of Canada. Real, a corporation existing under the Business Corporations Act (British Columbia), qualifies as a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, as amended.

 

BUSINESS OVERVIEW AND STRATEGY

 

Real is a growing real estate technology company that operates across all 50 U.S. states, the District of Columbia, and four Canadian provinces. As a licensed real estate brokerage, the Company’s revenue is generated primarily by processing real estate transactions which entitle us to commissions. The Company pays a portion of its commission revenue to real estate agents who are affiliated with the Company. Unlike traditional brokerages, who rely on costly physical offices with high overhead expense for service delivery, Real operates as a fully digital brokerage and offers agents a more flexible, efficient, and financially compelling model. Our proprietary software platform, reZEN, leverages artificial intelligence (“AI”) and automation to enhance agent productivity while maintaining a lean operating model. Our vision is to transform the home buying and selling experience by integrating technology, AI, and ancillary products and services (including Mortgage brokerage, Title, and fintech products), into a seamless real estate ecosystem - while ensuring agents remain at the center of the transaction.

 

Software-Based Brokerage Model

 

Our model is built on developing technology to enhance real estate agent performance, while maintaining a scalable, efficient brokerage operation that does not rely on a cost-heavy brick and mortar presence in the markets we serve.

 

We believe we are differentiated by our ability to deliver a simpler, more enjoyable experience that aligns broker, agent, and consumer interests and changes the entire process for the better. We believe we are well positioned to deliver on this promise, supported by our ecosystem which includes:

 

  Growth-minded agents who seek to improve the real estate industry through collaboration and innovation.
  Innovative technology that reduces friction and is designed to keep transactions seamless, transparent, and easily accessible.
  Integrated services that put the consumer first, including mortgage and title products that contribute to a seamless experience and offer consumers a better product and experience.

 

Proprietary Technology Platform

 

Technology is the foundation of Real’s ability to scale efficiently while maintaining low overhead. At the core of our technology platform is reZEN, our proprietary transaction management and brokerage operations software. reZEN powers nearly every aspect of our brokerage, enabling efficiency, automation, and flexibility, by incorporating:

 

  End-to-End Transaction Management - Agents can process deals, manage commissions, and direct payments.
  Integrated Payment & Financial Services - Provides commission disbursement and access to financial tools.

 

4

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

  Leo CoPilot: AI-Powered Agent Support - reZEN powers Leo CoPilot, our AI-driven agent assistant, enhancing productivity and streamlining workflows. Leo acts as a 24/7 concierge to our agents and brokers throughout the United States and Canada, providing real-time insights about past and future transactions and key agent performance metrics. Real’s vision is to create an integrated home buying experience through the adoption of its consumer-facing product called Leo for Clients.
  Open API for Customization - Agents have the flexibility to integrate certain third-party tools.

 

By automating and centralizing key brokerage functions, reZEN enhances operational efficiency. It will also serve as the foundation for future innovations, including consumer-facing tools and ancillary services expansion. Within our platform, AI plays a critical role in agent support, enhancing agent productivity, and operational automation, and we believe our integration of AI is differentiated by its focus on real estate-specific applications, including intelligent transaction management, proactive agent assistance, and planned automated brokerage oversight.

 

Agent Compensation & Incentive Model

 

Real’s agent compensation model is designed to be more financially compelling than traditional brokerage structures, while offering agents higher earnings potential, passive income streams, and opportunities for equity ownership in the Company.

 

Commission Structure

 

As a licensed real estate brokerage, our primary revenue source is derived by processing real estate transactions which entitle us to commissions. We distribute a portion of this commission revenue to our agents and brokers, according to our commission structure. The key components of our commission structure include:

 

  85/15 Commission Split - Under this model, agents receive 85% of the commission generated from real estate transactions, with the remaining 15% allocated to Real.
  Annual Cap - Once an agent contributes $12,000 in the U.S. or $15,000 CAD (or other agreed amount) in commission splits to Real, that agent qualifies to receive 100% of their gross commission income per transaction for the remainder of their annual cycle. For Canadian agents, the annual cap increased from $12,000 CAD to $15,000 CAD (or other agreed amount) effective April 1, 2025 for new agents and on an agent’s first anniversary date occurring on or after May 1, 2025, for all existing agents.
  Transaction Fees - After an agent has reached the annual cap, the agent pays a fee of $285 per transaction in the U.S. and CAD $375 per transaction in Canada, in addition to a $40 fee (USD in U.S. and CAD in Canada) per transaction for compliance and broker review.

 

Revenue Share Model

 

We offer agents the opportunity to earn revenue share (the “Revenue Share”), paid out of the Company’s portion of commissions, for new, productive agents that they personally refer and who join our platform. Launched in November 2019, this program has had a major impact on our agent count and revenue growth. The momentum across various markets is largely driven by the enthusiasm of key influential agents who have embraced us, actively bringing peers and others in their network to our growing community. In February 2023, we expanded the program to allow new agents to select two sponsors that split 90% of the Revenue Share stream equally while paying the remaining 10% back to the Company. In July 2024, we introduced a broker revenue share program under which brokers are eligible to earn 1% of the revenue share that is generated by transactions closed in their state.

 

Agent Equity Participation

 

In an effort to incentivize and reward our agents, our agents have the opportunity to earn restricted share units (each an “RSU”) based on achievement of certain performance criteria. These RSUs typically vest over the course of three years into Common Shares directly linking our agents’ success to the Company’s. Additionally, our Agent Stock Purchase Plan enables agents to buy RSUs with a portion of their commissions. These RSUs vest over a one year term and are not subject to forfeiture. Agents participating in the program are eligible to earn bonus RSUs, subject to certain vesting conditions. This equity incentive plan is part of our broader strategy to foster a culture of ownership and alignment.

 

5

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Strategic Priorities

 

Expanding Our Agent Network and Market Presence

 

A key driver of our growth is attracting top-performing real estate agents and teams by offering:

 

  A financially competitive commission model with Revenue Share and stock incentives.
  Technology tools, including reZEN and Leo CoPilot, that increase agent productivity.
  Freedom and flexibility to run their businesses their way, embracing an entrepreneurial mindset without the constraints of a traditional brokerage model.
  A collaborative culture where agents support and learn from each other, fostering a sense of community and shared success.

 

Real estate teams have a unique structure and are typically formed by a high producing agent who attracts other agents to work with them and enjoy the leadership and mentoring provided by the team leader. We have introduced programs specifically designed to attract and support large real estate teams and independent brokerages, including:

 

  Private Label - Allows independent brokerages to retain their branding while benefiting from Real’s transaction management and back-office support.
  ProTeams - Gives team leaders flexibility to customize their team members’ caps, splits, and fee structures, making it easier for large groups to transition to Real.

 

By removing geographic limitations and offering a nationwide platform for team growth, we continue to see strong adoption across multiple U.S. and Canadian markets.

 

Ancillary Services: One Real Mortgage & One Real Title

 

Real is building a fully integrated real estate ecosystem through its mortgage and title services, which provide additional revenue opportunities beyond brokerage commissions. We believe these services will allow Real to further monetize the significant volume of transactions flowing through its platform while offering agents and their clients access to essential real estate services under the same company umbrella.

 

One Real Title

 

One Real Title (“Real Title” or “Title”), which Real acquired in January 2022, through its affiliated entities, offers title and escrow services in Washington D.C. and the following states: Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, Michigan, Minnesota, Nevada, New Jersey, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, and Wisconsin. One Real Title operates through wholly-owned subsidiaries of Real, and through joint ventures in which Real is the managing member and majority owner.

 

One Real Mortgage

 

One Real Mortgage (“Real Mortgage” or “Mortgage”), which Real acquired in December 2022, offers mortgage broker services in Washington D.C. and the following states: Alabama, Arizona, California, Colorado, Delaware, Florida, Georgia, Louisiana, Maryland, Michigan, Minnesota, Mississippi, New Jersey, North Carolina, Ohio, Oregon, Pennsylvania, South Carolina, Texas and Washington.

 

Real views these businesses as high-margin, adjacent services that complement our core brokerage operations. With thousands of transactions flowing through our brokerage each year, mortgage and title represent natural opportunities to increase revenue and gross profit per transaction while simplifying the experience for agents and their clients. While still in the early stages, we continue to evaluate opportunities to expand our ancillary services, leveraging the strength of our growing agent network to drive adoption and long-term revenue growth.

 

6

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Expanding Agent-Centric Financial Technology Products

 

As part of our ongoing strategy to create new benefits for agents while diversifying Company revenue, we have developed Real Wallet, a financial technology platform that centralizes an agent’s access to Company-branded financial products. In October 2024, we announced the launch of certain Real Wallet products, including:

 

  Business checking accounts for eligible U.S. agents with Thread Bank, Member FDIC, including a Company-branded debit card.
  Credit lines for eligible Canadian agents, based on their earnings history with Real.

 

We expect to continue working on developing an ecosystem of financial products for real estate agents, creating additional revenue streams to monetize the significant gross market value transacted on our platform. These innovations are being designed to empower agents by helping them build wealth within the Real ecosystem.

 

Real is a real estate technology company and is not a bank. Banking services are provided by Thread Bank, Member FDIC. The Real Wallet Visa debit card is issued by Thread Bank, Member FDIC, pursuant to a license from Visa U.S.A. Inc. and may be used anywhere Visa cards are accepted. All accounts are subject to approval.

 

Transforming the Consumer Experience

 

As part of our strategy to transform the home buying process under the guidance of an agent, we are developing Leo for Clients, a technology product designed to streamline the home-buying process for consumers while increasing adoption of our high-margin ancillary services. Leo for Clients is a natural extension of our agent-facing technology platform, providing agents with another value-added service for their clients.

 

Expected features include:

 

  (i) Dedicated AI-enhanced phone lines for each agent;
  (ii) 24/7 access to property information;
  (iii) Scheduling for home tours and access to other real estate services via text message.

 

Testing of Leo for Clients began in the fourth quarter of 2024, with anticipated beta launch later in 2025. We believe this strategy can create a technology-enhanced experience for consumers, while delivering value to shareholders through better monetization of ancillary services.

 

Pioneering the Future of Real Estate Through Technology

 

Technology is a core pillar of our strategy, and a key differentiator in the real estate industry. Our commitment to continuous innovation ensures that agents have best-in-class tools to increase productivity, streamline operations, and enhance the transaction experience.

 

We have built our business around a software-based, AI-enhanced brokerage model, and expect to continue investing in reZEN, Leo CoPilot, Leo for Clients, and Real Wallet, to drive agent success and operational efficiency. We believe these innovations position Real at the forefront of real estate technology, creating a scalable, cost-efficient, and differentiated platform that benefits agents, consumers, and shareholders alike.

 

7

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES

 

Presentation of financial information

 

Unless otherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based on the Financial Statements, which have been prepared in conformity with U.S. GAAP.

 

Non-GAAP measures

 

In addition to the reported GAAP measures, industry practice is to evaluate entities giving consideration to certain non-GAAP performance measures, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”) or adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).

 

Management believes that these measures are helpful to investors because they are measures that the Company uses to measure performance relative to other entities. In addition to GAAP results, these measures are also used internally to measure the operating performance of the Company. These measures are not in accordance with GAAP and have no standardized definitions, and as such, our computations of these non-GAAP measures may not be comparable to measures by other reporting issuers. In addition, Real’s method of calculating non-GAAP measures may differ from other reporting issuers, and accordingly, may not be comparable.

 

Earnings before Interest, Taxes, Depreciation and Amortization

 

EBITDA is used as an alternative to net income (loss) because it excludes major non-cash items such as interest, taxes, and amortization, which management considers non-operating in nature. It provides useful information about our core profit trends by eliminating our taxes, amortization, and interest which provides a useful comparison between our competitors. A reconciliation of EBITDA to GAAP net income (loss) is presented under the section “Discussion of Results from Operations” in this MD&A.

 

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization

 

Management believes that Adjusted EBITDA provides useful information about our financial performance and allows for greater transparency with respect to a key metric used by the Company for financial and operational decision-making. We believe that Adjusted EBITDA helps identify underlying trends in our business that otherwise could be masked by the effect of the expenses that we exclude in Adjusted EBITDA. In particular, we believe the exclusion of finance, stock and stock option expenses provides a useful supplemental measure in evaluating the performance of our operations and provides additional transparency into our results of operations.

 

Adjusted EBITDA is used as an addition to net income (loss) because it excludes major non-cash items such as amortization, interest, stock-based compensation, current and deferred income tax expenses and other items management considers non-operating in nature.

 

A reconciliation of Adjusted EBITDA to GAAP net income (loss) is presented under the section “Discussion of Results from Operations” of this MD&A.

 

KEY COMPONENTS OF RESULTS FROM OPERATIONS

 

For details on the key components of the results of operations, see “Key Components of Results from Operations” set out in our management’s discussion and analysis for the year ended December 31, 2024, available on SEDAR+ under the Company’s profile at www.sedarplus.com, as incorporated in our 2024 Form 40-F. There have been no material changes to our key components of results of operations for the three and six months ended June 30, 2025, as compared to those described in our management’s discussion and analysis for the year ended December 31, 2024, as incorporated in our 2024 Form 40-F.

 

8

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

SUMMARY RESULTS FROM OPERATIONS

 

The following table sets forth our interim condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024 (in thousands):

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Revenues   $ 540,747     $ 340,778     $ 894,728     $ 541,521  
Cost of Sales     492,886       308,910       812,931       488,894  
Gross Profit   $ 47,861     $ 31,868     $ 81,797     $ 52,627  
                                 
General and administrative expenses     18,900       14,015       36,416       26,151  
Marketing expenses     23,284       15,889       40,981       28,518  
Research and development expenses     3,993       2,608       7,925       5,070  
Settlement of litigation                       9,250  
Operating Expenses   $ 46,177     $ 32,512     $ 85,322     $ 68,989  
Operating Income (Loss)   $ 1,684     $ (644 )   $ (3,525 )   $ (16,362 )
                                 
Other income, net     166       57       288       230  
Finance expenses     (300 )     (523 )     (334 )     (1,075 )
Net Income (Loss)   $ 1,550     $ (1,110 )   $ (3,571 )   $ (17,207 )
Net income (loss) attributable to non-controlling interests     38       (105 )     (116 )     (105 )
Net Income (Loss) Attributable to the Owners of the Company   $ 1,512     $ (1,215 )   $ (3,455 )   $ (17,312 )

Other comprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:

                               
Unrealized gain (loss) on investments in financial assets     (9 )     51       3       94  
Foreign currency translation adjustment     (8 )     376       (129 )     495  
Total Comprehensive Income (Loss) Attributable to Owners of the Company   $ 1,495     $ (788 )   $ (3,581 )   $ (16,723 )
Total Comprehensive Income (Loss) Attributable to Non-Controlling Interest     38       105       (116 )     105  
Total Comprehensive Income (Loss)   $ 1,533     $ (683 )   $ (3,697 )   $ (16,618 )
Earnings (Loss) per share                                
Basic earnings (loss) per share   $ 0.01     $ (0.01 )   $ (0.02 )   $ (0.09 )
Diluted earnings (loss) per share   $ 0.01     $ (0.01 )   $ (0.02 )   $ (0.09 )
Weighted-average shares, basic     214,787       189,046       213,738       186,568  
Weighted-average shares, diluted     233,366       189,046       213,738       186,568  

 

  i. Basic and diluted earnings (loss) per share are calculated based on weighted average of Common Shares outstanding during the period.

 

9

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

The following table sets forth our cost of sales and operating expenses for the three and six months ended June 30, 2025 and 2024 (in thousands):

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Cost of Sales   $ 492,886     $ 308,910     $ 812,931     $ 488,894  
                                 
Operating Expenses                                
General and Administrative Expenses     18,900       14,015       36,416       26,151  
Salaries and Benefits     9,758       6,566       19,460       12,434  
Stock-Based Compensation for Employees     1,714       2,066       3,019       3,420  
Administrative Expenses     1,221       933       2,113       1,769  
Professional Fees     5,007       3,304       9,200       6,422  
Depreciation and Amortization Expense     398       340       777       666  
Other General and Administrative Expenses     802       806       1,847       1,440  
Marketing Expenses     23,284       15,889       40,981       28,518  
Salaries and Benefits     413       237       803       442  
Stock-Based Compensation for Employees     43       1       83       5  
Stock-Based Compensation for Agents     3,478       2,335       6,593       4,472  
Revenue Share     17,644       12,475       30,148       21,539  
Other Marketing and Advertising Cost     1,707       841       3,355       2,060  
Research and Development Expenses     3,993       2,608       7,925       5,070  
Salaries and Benefits     2,360       1,322       4,754       2,713  
Stock-Based Compensation for Employees     300       198       605       333  
Other Research and Development     1,333       1,088       2,567       2,024  
Settlement of Litigation     -       -       -       9,250  
Total Operating Expenses     46,177       32,512       85,322       68,989  
Total Cost of Sales and Operating Expenses   $ 539,063     $ 341,422     $ 898,253     $ 557,883  

 

DISCUSSION OF RESULTS FROM OPERATIONS

 

Revenue

 

Revenue for the three-month period ended June 30, 2025, increased 59% to $540.7 million, up from $340.8 million in the three-month period ended June 30, 2024. For the six months ended June 30, 2025, total revenue grew to $894.7 million, compared to $541.5 million in the corresponding period of 2024. This substantial growth was primarily driven by an increase in the number of productive agents on our platform and corresponding increase in the number of real estate transactions closed. Substantially all revenue is derived from commissions generated from the sale of real estate properties, supplemented by revenues relating to ancillary services. We continue to invest in our technology platform to provide agents with the tools to enhance productivity, which we expect will further contribute to increased transaction volume closed by our agents.

 

10

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

A breakdown in revenues (in thousands) generated during the period is included below:

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Main revenue streams                                
Commissions   $ 537,445     $ 338,574     $ 889,194     $ 537,826  
Title     1,346       1,255       2,376       2,050  
Mortgage Income     1,709       949       2,785       1,645  
Wallet     247             373        
Total Revenue   $ 540,747     $ 340,778     $ 894,728     $ 541,521  

 

Commissions

 

Commission revenue, our primary revenue stream, increased by 59% to $537.4 million for the three-month period ended June 30, 2025, up from $338.6 million for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, commission revenue grew to $889.2 million, up from $537.8 million for the six-month period ended June 30, 2024. The robust growth for both periods was driven by a higher number of productive agents on our platform and increased overall transaction volume.

 

Title

 

Title revenue saw a modest increase to $1.35 million for the three-month period ended June 30, 2025, compared to $1.26 million for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, Title revenue increased to $2.4 million, up from $2.1 million for the six-month period ended June 30, 2024. This growth was primarily attributable to an increase the number of transactions closed on our platform.

 

Mortgage Income

 

Mortgage Income experienced strong growth, reaching $1.7 for the three-month period ended June 30, 2025, up 80% from $0.9 million for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, Mortgage Income increased to $2.8 million, up from $1.6 million for the six-month period ended June 30, 2024. These increases were largely driven by an increase in the number of mortgage loan officers on our platform and a corresponding rise in closed mortgage transactions.

 

Wallet

 

Wallet revenue for the three-month and six-month period ended June 30, 2025 totaled $0.2 million and $0.4 million, respectively. There was no Wallet revenue in the comparable 2024 periods, as the product was introduced in the fourth quarter of 2024. Revenue is derived from interchange fees from agents’ use of Real-branded debit cards, interest income on deposit balances held with Thread Bank, Member FDIC, and interest income from credit extended to agents.

 

Cost of Sales

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Revenues   $ 540,747     $ 340,778     $ 894,728     $ 541,521  
Cost of Sales     492,886       308,910       812,931       488,894  
Cost of Sales as a Percentage of Revenues     91.1 %     90.6 %     90.9 %     90.3 %

 

Cost of Sales for the three-month period ended June 30, 2025 increased to $492.9 million, from $308.9 million for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, Cost of Sales totaled $812.9 million, compared to $488.9 million for the six-month period ended June 30, 2024. The increase in both periods primarily reflects increased commission payments, driven by growth in our agent base and increased transaction volume.

 

As a percentage of revenue, Cost of Sales increased slightly to 91.1% for the three-month period ended June 30, 2025, compared to 90.6% for the same period in 2024. For the six-month period ended June 30, 2025, Cost of Sales was 90.9%, a slight increase from 90.3% for the six-month period ended June 30, 2024. The increase primarily reflects a higher proportion of revenue generated by agents had reached their annual commission cap, as well as a relative decrease in contribution from higher-margin ancillary services.

 

11

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Gross Profit

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Gross Profit   $ 47,861     $ 31,868     $ 81,797     $ 52,627  
Gross Profit as a Percentage of Revenues     8.9 %     9.4 %     9.1 %     9.7 %

 

Gross profit for the three-month period ended June 30, 2025, grew to $47.9 million, up from $31.9 million for the three months ended June 30, 2024. For the six-month period ended June 30, 2025, Gross profit increased to $81.8 million, from $52.6 million in the corresponding 2024 period. This growth was largely driven by higher transaction volume, growth in our agent base, and increased contribution from ancillary services such as Real Title and Mortgage Brokerage.

 

However, gross profit as a percentage of revenues decreased to 8.9% for the three months ended June 30, 2025, compared to 9.4% in the prior year period. Similarly, for the six-month period ended June 30, 2025, gross profit as a percentage of revenues was 9.1%, down from 9.7% in the corresponding 2024 period. This decrease in gross margin, and the slower pace of gross profit increase relative to revenue, was primarily due to a higher proportion of revenue generated by agents who had reached their annual commission cap, as well as a relative decrease in contribution from higher-margin ancillary services.

 

General & Administrative Expenses (“G&A”)

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Salaries and Benefits   $ 9,758     $ 6,566     $ 19,460     $ 12,434  
Stock-Based Compensation for Employees     1,714       2,066       3,019       3,420  
Administrative Expenses     1,221       933       2,113       1,769  
Professional Fees     5,007       3,304       9,200       6,422  
Depreciation and Amortization Expense     398       340       777       666  
Other General and Administrative Expenses     802       806       1,847       1,440  
General and Administrative Expenses   $ 18,900     $ 14,015     $ 36,416     $ 26,151  

 

General & Administrative (G&A) expenses for the three-month period ended June 30, 2025 increased to $18.9 million, up from $14.0 million for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, G&A expenses rose to $36.4 million, up from $26.2 million for the six-month period ended June 30, 2024. This increase across both periods primarily reflects our strategic investments in corporate infrastructure and personnel to support our growth and operations.

 

Key components contributing to the G&A increase include:

 

  Salaries and Benefits: Salaries and Benefits represent the largest component of G&A expenses. For the three-month period ended June 30, 2025 Salaries and Benefits expense increased to $9.8 million, from $6.6 million for the three-month period ended June 30, 2024, and for the six-month period increased to $19.5 million from $12.4 million. The increase reflects investments in corporate personnel who support operations, administrative functions, and overall business growth.
     
  Professional Fees: Professional fees increased to $5.0 million for the three-month period ended June 30, 2025, from $3.3 million for the three-month period ended June 30, 2024 and to $9.2 million for the six-month period ended June 30, 2025, from $6.4 million for the six-month period ended June 30, 2024. This was primarily due to higher broker consulting fees, increased audit and tax compliance costs, and higher legal expenses.
     
  Stock-based Compensation: Within G&A, stock-based compensation expenses decreased to $1.7 million for the three-month period ended June 30, 2025, (from $2.1 million), and to $3.0 million for the six-month period (from $3.4 million). This decrease resulted from adjustments made for Restricted Stock Units (RSUs) with performance vesting conditions that are no longer expected to vest. This reduction was partially offset by overall headcount expansion and increased equity compensation for other employees.

 

12

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Marketing Expenses

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Salaries and Benefits   $ 413     $ 237     $ 803     $ 442  
Stock-Based Compensation for Employees     43       1       83       5  
Stock-Based Compensation for Agents     3,478       2,335       6,593       4,472  
Revenue Share     17,644       12,475       30,148       21,539  
Other Marketing and Advertising Cost     1,707       841       3,355       2,060  
Marketing Expenses   $ 23,284     $ 15,889     $ 40,981     $ 28,518  

 

Marketing expenses for the three-month period ended June 30, 2025 increased to $23.3 million, from $15.9 million for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, marketing expenses rose to $41.0 million from $28.5 million for the six-month period ended June 30, 2024. This overall increase reflects our continued investment in agent attraction and support. Real prioritizes agent-driven growth over traditional marketing channels, with Revenue Share and equity incentives serving as the primary cost of acquisition. As the agent base continues to grow, these expenses are expected to scale accordingly.

 

Key components contributing to the increase in marketing expenses include:

 

  Revenue Share: Revenue Share, the largest component of Marketing expense, rose to $17.6 million for the three-month period ended June 30, 2025, from $12.5 million for the three-month period ended June 30, 2024 and rose to $30.1 million for the six-month period ended June 30, 2025, from $21.5 million for the six-month period ended June 30, 2024. This growth is primarily tied to the increase in productive agents and their corresponding transaction volumes on our platform.
     
  Stock-based Compensation for Agents: Stock-based compensation for agents increased to $3.5 million (from $2.3 million) for the three-month period ended June 30, 2025 and to $6.6 million (from $4.5 million) for the six-month period. This increase was mainly driven by higher transaction growth and a greater number of RSUs awarded to agents for meeting production-based milestones, which are designed to attract and retain high-performing agents.

 

Research and Development Expenses

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Salaries and Benefits   $ 2,360     $ 1,322     $ 4,754     $ 2,713  
Stock-Based Compensation for Employees     300       198       605       333  
Other Research and Development     1,333       1,088       2,567       2,024  
Research and Development Expenses   $ 3,993     $ 2,608     $ 7,925     $ 5,070  

 

Research and development expenses for the three-month period ended June 30, 2025 were $4.0 million, compared to $2.6 million for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, R&D expenses were $7.9 million, compared to $5.1 million for the six-month period ended June 30, 2024. The increase was primarily driven by higher headcount to support ongoing investment in platform enhancements, new product development, and technological innovation, including various AI initiatives.

 

13

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Operating Income (Loss)

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Operating Income (Loss)   $ 1,684     $ (644 )   $ (3,525 )   $ (16,362 )
Operating Income (Loss) as a Percentage of Revenues     0.3 %     0.2 %     0.4 %     3.0 %

 

For the three-month period ended June 30, 2025, the Company generated Operating Income of $1.7 million, a significant improvement from an Operating Loss of $(0.6) million for the three-month period ended June 30, 2024. As a percentage of revenue, operating income for the three-month period ended June 30, 2025 was 0.3%, compared to an operating loss of 0.2% for the three-month period ended June 30, 2024.

 

The Operating Loss for the six-month period ended June 30, 2025, narrowed to $(3.5) million, an improvement from $(16.4) million for the six-month period ended June 30, 2024. As a percentage of revenue, the operating loss for the six-month period ended June 30, 2025 was 0.4%, a reduction from 3.0% for the six-month period ended June 30, 2024. This improvement in operating performance for both periods was primarily driven by the overall revenue growth and expense management discussed in previous sections. Furthermore, the prior year’s six-month results include a $9.25 million litigation settlement expense related to the resolution of the Umpa v. The National Association of Realtors, et al. (the “Umpa Class Action”) lawsuit, which significantly impacted the prior year period’s operating loss.

 

The Company remains committed to balancing growth with improving profitability. We continue to focus on scaling our agent network while managing our cost structure to drive long-term financial performance.

 

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) (in thousands)

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Net Income (Loss)   $ 1,550     $ (1,110 )   $ (3,571 )   $ (17,207 )
Add/(Deduct):                                
Depreciation and amortization     398       340       777       666  
EBITDA (i) (ii)   $ 1,948     $ (770 )   $ (2,794 )   $ (16,541 )

 

  i. Represents a non-GAAP measure. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the non-GAAP measures section.
  ii. EBITDA is calculated on a trailing three-month basis. Refer to non-GAAP measures section of this MD&A for further details.

 

EBITDA for the three-month period ended June 30, 2025, was $1.9 million, compared to $(0.8) million for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, EBITDA improved to $(2.8) million from $(16.5) million for the six-month period ended June 30, 2024. This improvement aligns with the trends observed in operating income/loss, reflecting the Company’s revenue growth and expense management efforts. Consistent with operating income, the prior year’s six-month EBITDA was impacted by the $9.25 million Umpa Class Action litigation settlement expense.

 

Adjusted earnings before interest, taxes, depreciation, and amortization (in thousands)

 

Adjusted EBITDA excludes stock-based compensation expense related to RSUs and options (“Options”) granted pursuant to our equity plans, including our Amended and Restated Omnibus Incentive Plan and our 2025 Stock Incentive Plan, finance expenses, depreciation and amortization expense, goodwill impairment, restructuring expenses, and expenses incurred as part of the settlement agreement to resolve the Umpa Class Action. Stock-based compensation expense is influenced by factors such as the volume of awards granted and/or forfeited during the period, as well as changes in their fair value. Further details regarding our share-based payment arrangements are provided in Note 8 to our Financial Statements, Share-Based Payment arrangements.

 

14

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Net Income (Loss)   $ 1,550     $ (1,110 )   $ (3,571 )   $ (17,207 )
Add/(Deduct):                                
Finance expenses, net     300       899       334       1,570  
Depreciation and Amortization     398       340       777       666  
Stock-Based Compensation     17,795       13,536       30,502       22,380  
Restructuring Expenses     -       -       250       -  
Expenses related to Anti-Trust Litigation Settlement     -       369       27       10,226  
Adjusted EBITDA(i) (ii)   $ 20,043     $ 14,034     $ 28,319     $ 17,635  

 

  i. Represents a non-GAAP measure. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the non-GAAP measures section.
  ii. Adjusted EBITDA is calculated on a trailing three-month basis. Refer to non-GAAP measures section of this MD&A for further details.

 

Adjusted EBITDA for the three-month period ended June 30, 2025, increased significantly to $20.0 million compared to $14.0 million for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, Adjusted EBITDA increased significantly to $28.3 million compared to $17.6 million for the six-month period ended June 30, 2024.

 

The growth in Adjusted EBITDA for both periods was largely driven by:

 

  Robust revenue growth, supported by a higher number of closed transactions and increased agent productivity.
  The exclusion of stock-based compensation expense, which amounted to $17.8 million for the three-month period ended June 30, 2025 (up from $13.5 million for the three-month period ended June 30, 2024), and $30.5 million, up for the six-month period ended June 30, 2025 (up from $22.4 million for the six-month period ended June 30, 2024). The increase for both periods is primarily attributable to higher participation in the Agent Stock Purchase Program, increased production-based incentives for agents, and higher equity compensation awarded to employees.

 

15

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Stock-Based Compensation

 

Stock-based compensation expense for the three-month period ended June 30, 2025 was $17.8 million compared to $13.5 million for the three-month period ended June 30, 2024. Stock-based compensation expense for the six-month period ended June 30, 2025 was $30.5 million compared to $22.4 million for the six-month period ended June 30, 2024. The increase for both periods is primarily attributable to higher participation in the Agent Stock Purchase Program, increased production-based incentives for agents, and higher equity compensation awarded to full-time employees (“FTEs”).

 

Stock-based compensation is expected to continue increasing as we expand our agent network, enhance equity programs to attract and retain key personnel, and grant production-based equity awards to qualifying agents. As equity awards typically vest over one to three years, stock-based compensation expense in a given period may fluctuate due to changes in share price and the timing of new grants.

 

The following table is presented in thousands:

 

    For the Three Months Ended  
    June 30, 2025     June 30, 2024  
    Options
Expense
    RSU
Expense
    Total     Options
Expense
    RSU
Expense
    Total  
Cost of Sales – Agent Stock-Based Compensation   $ -     $ 12,260     $ 12,260     $ -     $ 8,936     $ 8,936  
Marketing Expenses – Agent Stock-Based Compensation     56       3,422       3,478       69       2,266       2,335  
Marketing Expenses – FTE Stock-Based Compensation     -       43       43       -       1       1  
Research and Development – FTE Stock-Based Compensation     2       298       300       8       190       198  
General and Administrative – FTE Stock-Based Compensation     209       1,505       1,714       461       1,605       2,066  
Total Stock-Based Compensation   $ 267     $ 17,528     $ 17,795     $ 538     $ 12,998     $ 13,536  

 

    For the Six Months Ended  
    June 30, 2025     June 30, 2024  
    Options
Expense
    RSU
Expense
    Total     Options
Expense
    RSU
Expense
    Total  
Cost of Sales – Agent Stock-Based Compensation   $ -     $ 20,202     $ 20,202     $ -     $ 14,150     $ 14,150  
Marketing Expenses – Agent Stock-Based Compensation     125       6,468       6,593       211       4,261       4,472  
Marketing Expenses – FTE Stock-Based Compensation     -       83       83       1       4       5  
Research and Development – FTE Stock-Based Compensation     3       602       605       15       318       333  
General and Administrative – FTE Stock-Based Compensation     462       2,557       3,019       1,065       2,355       3,420  
Total Stock-Based Compensation   $ 590     $ 29,912     $ 30,502     $ 1,292     $ 21,088     $ 22,380  

 

16

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

Financial Instruments

 

Financial assets and financial liabilities are recognized on the Company’s consolidated balance sheets when Real becomes party to the contractual provisions of the instrument.

 

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

 

Classification and subsequent measurement

 

The determination of which classification category is applicable depends, in part, on management’s intent and ability to hold the securities and is made on an instrument-by-instrument basis. Three classification categories are used:

 

Held to maturity (HTM) — Securities that the entity has the positive intent and ability to hold to maturity are accounted for at amortized cost.

 

Available for sale (AFS) — Securities that are not classified as held to maturity or trading are accounted for at fair value through other comprehensive income (FVTOCI).

 

Trading — Trading securities are accounted for at fair value through net income (FVTNI).

 

Financial assets – Subsequent measurement and gains and losses

 

Financial

assets at

amortized cost

These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Debt

investments at

FVOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

 

Financial liabilities – Classification, subsequent measurement and gains and losses

 

Financial liabilities are classified as measured at amortized cost or FVTNI. A financial liability is classified as at FVTNI if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTNI are measured at fair value and their net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

 

Derecognition

 

Financial assets

 

The Company applies a control-based model to determine derecognition and derecognizes assets when control is surrendered. Control of a financial asset is surrendered only if (1) the transferred asset is legally isolated from the transferor; (2) the transferee has the ability to freely pledge or exchange the transferred financial asset (or third-party beneficial interest holders have the right to pledge or exchange the beneficial interests if the transferee’s sole purpose is to engage in securitization or asset-backed financing activities); and (3) neither the transferor nor its consolidated affiliates or agents maintain effective control over the transferred asset through other rights.

 

17

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Offsetting

 

Financial assets and financial liabilities are offset and the net amount presented on the consolidated statements of financial position, only when the Company has a legally enforceable right to offset the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. A breakdown of financial instruments as of June 30, 2025 is included below (in thousands):

 

    As of June 30, 2025  
    Carrying Amount     Fair Value  
    Financial Assets at Amortized Cost     Other Financial Liabilities     Total     Level 1     Level 2     Level 3     Total  
Financial Assets Measured at Fair Value (FV)                                                        
Investments in Financial Assets   $ 5,155     $ -     $ 5,155     $ 5,158     $ -     $ -     $ 5,158  
Total Financial Assets Measured at Fair Value (FV)   $ 5,155     $ -     $ 5,155     $ 5,158     $ -     $ -     $ 5,158  

 

18

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

BUSINESS SEGMENT INFORMATION

 

The Company has determined that it operates as three reporting segments - North American Brokerage, One Real Title and One Real Mortgage, which comprise more than 90% of the Company’s total revenue and income (loss) from operations. The other segment, Real Wallet, is not considered a reporting segment as its revenue and net loss do not meet the quantitative threshold set for reporting segments. This segment is disclosed in the “Other Segments” category below. Further details regarding the Company’s operating segments are provided in Note 5 within the Financial Statements.

 

A further breakdown of the interim condensed consolidated statements of comprehensive income (loss) by business segment during the period is included below (in thousands):

 

    Three Months Ended June 30, 2025  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Other Segments     Total  
Revenues   $ 537,445     $ 1,346     $ 1,709     $ 247     $ 540,747  
Cost of Sales     491,737       216       900       33       492,886  
Gross Profit   $ 45,708     $ 1,130     $ 809     $ 214     $ 47,861  
                                         
Operating Expenses(1)(2)     42,222       2,123       1,492       340       46,177  
Operating Income (Loss)   $ 3,486     $ (993 )   $ (683 )   $ (126 )   $ 1,684  
                                         
Reconciliation of profit or (loss) (segment profit/(loss))                                        
Other income, net                                     166  
Finance expenses, net                                     (300 )
Net Income                                   $ 1,550  

 

1Operating expenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.

2Operating expenses includes Revenue share expense of approximately $17,644 thousand and is recorded in the North American Brokerage segment.

 

    Six Months Ended June 30, 2025  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Other Segments     Total  
Revenues   $ 889,194     $ 2,376     $ 2,785     $ 373     $ 894,728  
Cost of Sales     810,986       383       1,477       85       812,931  
Gross Profit   $ 78,208     $ 1,993     $ 1,308     $ 288     $ 81,797  
                                         
Operating Expenses(1)(2)     77,623       4,411       2,792       496       85,322  
Operating Income (Loss)   $ 585     $ (2,418 )   $ (1,484 )   $ (208 )   $ (3,525 )
                                         
Reconciliation of profit or (loss) (segment profit/(loss))                                        
Other income, net                                     288  
Finance expenses, net                                     (334 )
Net Loss                                   $ (3,571 )

 

1Operating expenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.

2Operating expenses includes Revenue share expense of approximately $30,148 thousand and is recorded in the North American Brokerage segment.

 

19

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

    For the Three Months Ended June 30, 2024  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Total  
Revenues   $ 338,574     $ 1,255     $ 949     $ 340,778  
Cost of Sales     308,268       143       499       308,910  
Gross Profit   $ 30,306     $ 1,112     $ 450     $ 31,868  
                                 
Operating Expenses(1)(2)     29,983       1,641       888       32,512  
Operating Income (Loss)   $ 323     $ (529 )   $ (438 )   $ (644 )
                                 
Reconciliation of profit or (loss) (segment profit/(loss))                                
Other income, net                             57  
Finance expenses, net                             (523 )
Net Loss                           $ (1,110 )

 

1Operating expenses includes General and administrative expenses, Marketing expenses, Research and development expenses, and Settlement of litigation.

2Operating expenses includes Revenue share expense of approximately $12,475 thousand and is recorded in the North American Brokerage segment.

 

    For the Six Months Ended June 30, 2024  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Total  
Revenues   $ 537,826     $ 2,050     $ 1,645     $ 541,521  
Cost of Sales     487,736       285       873       488,894  
Gross Profit   $ 50,090     $ 1,765     $ 772     $ 52,627  
                                 
Operating Expenses(1)(2)     64,404       2,892       1,693       68,989  
Operating Loss   $ (14,314 )   $ (1,127 )   $ (921 )   $ (16,362 )
                                 
Reconciliation of profit or (loss) (segment profit/(loss))                                
Other income, net                             230  
Finance expenses, net                             (1,075 )
Net Loss                           $ (17,207 )

 

1Operating expenses includes General and administrative expenses, Marketing expenses, Research and development expenses, and Settlement of litigation.

2Operating expenses includes Revenue share expense of approximately $21,539 thousand and is recorded in the North American Brokerage segment.

 

20

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

A reconciliation of Net Income (Loss) to Adjusted EBITDA by business segment is presented below (in thousands):

 

    Three Months Ended June 30, 2025  
    North American Brokerage     One Real Title     One Real Mortgage     Other Segments     Total  
Net Income (Loss)   $ 3,297     $ (989 )   $ (682 )   $ (76 )   $ 1,550  
Add/(Deduct):                                        
Finance income (expenses), net     298       (4 )     -       6       300  
Depreciation and Amortization     204       168       26       -       398  
Stock-Based Compensation     17,532       8       233       21       17,794  
Adjusted EBITDA   $ 21,331     $ (817 )   $ (423 )   $ (49 )   $ 20,042  

 

    Six Months Ended June 30, 2025  
    North American Brokerage     One Real Title     One Real Mortgage     Other Segments     Total  
Net Income (Loss)   $ 507     $ (2,435 )   $ (1,484 )   $ (159 )   $ (3,571 )
Add/(Deduct):                                        
Finance income (expenses), net     308       17       -       9       334  
Depreciation and Amortization     388       336       53       -       777  
Stock-Based Compensation     30,017       4       458       22       30,501  
Restructuring Expenses     -       250       -       -       250  
Expenses related to Anti-Trust Litigation Settlement     27       -       -       -       27  
Adjusted EBITDA   $ 31,247     $ (1,828 )   $ (973 )   $ (128 )   $ 28,318  

 

The amount of revenue from external customers, by geography, is shown in the table below (in thousands):

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
United States   $ 480,678     $ 296,261     $ 801,170     $ 472,750  
Canada     60,069       44,517       93,558       68,771  
Total revenue by region   $ 540,747     $ 340,778     $ 894,728     $ 541,521  

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2025, cash and cash equivalents and investments totaled $54.8 million, compared to $32.8 million as of December 31, 2024. Cash is comprised of cash held in our banking accounts and money market funds.

 

All of our operations are conducted in the U.S. and Canada. Assets in Israel and India, such as cash in the bank, subscriptions, computers and hardware, primarily relate to employees who provide support services for our North American operations.

 

For the six-month period ended June 30, 2025:

 

  Cash flows generated by operating activities were $57.0 million, an increase from $37.5 million for the period ended June 30, 2024. The increase was primarily due to improved operating results, as discussed above, which in the prior year period were negatively impacted by the $9.25 million litigation settlement expense related to the Umpa Class Action. Additionally, the increase reflects the impact of non-cash income and expense items such as depreciation and amortization, equity-settled share-based payments and finance costs of $7.5 million.
  Cash flows generated by investing activities were $1.5 million, primarily due to the net sale of financial assets of $4.3 million. The increase was partially offset by the purchase of an investment in equity securities for $2.25 million.
  Cash flows from financing activities represented a use of $10.0 million. Cash flow used in financing activities reflects repurchases of Common Shares for satisfying RSU obligations totaling $8.8 million, which was partially offset by proceeds of $0.7 million from the exercise of Options.

 

21

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

We believe that our existing balances of cash and cash equivalents, and cash flows expected to be generated from our operations will be sufficient to satisfy our immediate and ongoing operating requirements.

 

Our future capital requirements will depend on many factors, including our level of investment in technology, our rate of growth into new markets, and potential mergers and acquisitions. Our capital requirements may be affected by factors that we cannot control such as the residential real estate market, interest rates, and other monetary and fiscal policy changes. To support and achieve our future growth plans, however, we may need or seek to obtain additional funding, including through equity or debt financing.

 

The following table presents liquidity (in thousands):

 

    As of  
    June 30, 2025     December 31, 2024  
Cash and Cash Equivalents   $ 49,614     $ 23,376  
Investment in Financial Assets [iii]     5,158       9,449  
Total Capital [i] [ii]   $ 54,772     $ 32,825  

 

[i] – Total Capital is not a standard financial measure under non-GAAP and may not be comparable to similar

measures reported by other entities.

 

[ii] – Represents a non-GAAP measure. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable.

 

[iii] – Investment securities are presented in the table below.

 

Our primary sources of liquidity are cash and cash flows from operations as well as cash raised from investors in exchange for issuance of Common Shares. The Company expects to meet all of its obligations and other commitments as they become due. The Company has various financing sources to fund operations and will continue to fund working capital needs through these sources along with cash flows generated from operating activities.

 

22

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Balance Sheet overview (in thousands)

 

    As of  
    June 30, 2025     December 31, 2024  
ASSETS                
Current Assets   $ 129,590     $ 72,911  
Non-Current Assets     19,843       13,684  
TOTAL ASSETS   $ 149,433     $ 86,595  
                 
LIABILITIES                
Current Liabilities     100,464       54,452  
TOTAL LIABILITIES     100,464       54,452  
TOTAL EQUITY     48,969       32,143  
TOTAL LIABILITIES AND EQUITY   $ 149,433     $ 86,595  

 

Assets overview by geographical segment (in thousands)

 

    As of June 30, 2025  
    Canada     Israel     India     United States     Total  
ASSETS                                        
CURRENT ASSETS                                        
Cash and cash equivalents   $ 3,844     $ 32     $ 41     $ 45,697     $ 49,614  
Restricted cash     33,122       -       -       13,180       46,302  
Investment in financial assets     78       -       -       5,080       5,158  
Trade receivables     8,179       -       -       18,642       26,821  
Other receivables     -       51       -       -       51  
Short-term financing receivables, net     -       -       -       72       72  
Prepaid expenses and deposits     62       -       133       1,377       1,572  
TOTAL CURRENT ASSETS   $ 45,285     $ 83     $ 174     $ 84,048     $ 129,590  
NON-CURRENT ASSETS                                        
Intangible assets     -       -       -       2,130       2,130  
Goodwill     -       -       -       8,993       8,993  
Property and equipment     13       11       126       2,174       2,324  
Long-term financing receivables, net     2,834       -       -       1,312       4,146  
Long-term investments     -       -       -       2,250       2,250  
TOTAL NON-CURRENT ASSETS     2,847       11       126       16,859       19,843  
TOTAL ASSETS   $ 48,132     $ 94     $ 300     $ 100,907     $ 149,433  

 

23

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

    As of December 31, 2024  
    Canada     Israel     United States     Total  
ASSETS                                
CURRENT ASSETS                                
Cash and cash equivalents   $ 2,840     $ 61     $ 20,475     $ 23,376  
Restricted cash     16,140       -       7,949       24,089  
Investment in financial assets     73       -       9,376       9,449  
Trade receivables     5,089       -       9,146       14,235  
Other receivables     -       117       -       117  
Prepaid expenses and deposits     -       -       1,645       1,645  
TOTAL CURRENT ASSETS   $ 24,142     $ 178     $ 48,591     $ 72,911  
NON-CURRENT ASSETS                                
Intangible assets     -       -       2,575       2,575  
Goodwill     -       -       8,993       8,993  
Property and equipment     16       11       2,089       2,116  
TOTAL NON-CURRENT ASSETS     16       11       13,657       13,684  
TOTAL ASSETS   $ 24,158     $ 189     $ 62,248     $ 86,595  

 

INVESTMENT IN AVAILABLE FOR SALE SECURITIES AT FAIR VALUE

 

The Company invested surplus funds from operating activities into a managed investment portfolio. Securities are purchased on behalf of the Company and are actively managed through multiple investment accounts.

 

The Company’s investment securities portfolio consists primarily of cash investments, debt securities issued by U.S government agencies, local municipalities, and certain corporate entities. As of June 30, 2025, the total investment in securities available for sale at fair value was $5.2 million and is more fully disclosed in Note 9 of the Financial Statements, Investment Securities Available for Sale Securities at Fair Value, of the Financial Statements.

 

The following table presents Investments in Available for Sale Securities at Fair Value (in thousands):

 

Description  

Estimated
Fair Value

December 31,

2024

   

Deposit /

(Withdraw)

   

Dividends,

Interest &

Income

   

Gross

Unrealized

Gains

   

Estimated Fair Value

June 30, 2025

 
Fixed Income   $ 9,370     $ (4,523 )   $ 222     $ 3     $ 5,072  
Investment Certificate     79       7       -       -       86  
Total   $ 9,449     $ (4,516 )   $ 222     $ 3     $ 5,158  

 

The Company holds no debt obligations.

 

The Company has no future material contractual obligations or payments due with respect to debt, finance leases, operating leases, purchase obligations, or other capital commitments.

 

Capital management framework

 

Real defines capital as its equity. It is comprised of common shares, additional paid in capital, accumulated other comprehensive income, deficit, treasury stock, and non-controlling interests. The Company’s capital management framework is designed to maintain a level of capital that funds the operations and business strategies and builds long-term shareholder value.

 

The Company’s objective is to manage its capital structure in such a way as to diversify its funding sources, while minimizing its funding costs and risks. The Company sets the amount of capital in proportion to the risk and adjusts to changes in economic conditions and the characteristic risk of underlying assets. To maintain or adjust the capital structure, the Company may repurchase shares, return capital to shareholders, issue new shares or sell assets.

 

Real’s strategy is to retain adequate liquidity to mitigate the effect of the risk that cash flows from its operations will not be sufficient to meet operational, investing and financing requirements. There have been no changes to the Company’s capital management policies during the three and six-month periods ended June 30, 2025 and June 30, 2024.

 

24

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

SUMMARY OF QUARTERLY INFORMATION

 

The following table provides selected quarterly financial information (in thousands, except per share data) for the nine most recently completed financial quarters ended June 30, 2025. This information reflects all adjustments of a recurring nature that are, in the opinion of management, necessary to present a fair statement of the results of operations for the periods presented. Quarter-to-quarter comparisons of financial results are not necessarily meaningful and should not be relied upon as an indication of future performance. The general increase in revenue and expense quarter over quarter is due to growth and expansion of the Company.

 

    2025     2024     2023  
    Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
Revenue   $ 540,747     $ 353,981     $ 350,630     $ 372,488     $ 340,778     $ 200,743     $ 181,341     $ 214,640     $ 185,332  
Cost of Sales     492,886       320,045       320,645       340,359       308,910       179,984       165,810       195,865       167,573  
Gross Profit   $ 47,861     $ 33,936     $ 29,985     $ 32,129     $ 31,868     $ 20,759     $ 15,531     $ 18,775     $ 17,759  
General and Administrative Expenses     18,900       17,516       18,632       16,301       14,015       12,136       15,387       9,234       9,654  
Marketing Expenses     23,284       17,697       13,698       15,261       15,889       12,629       9,084       11,577       10,266  
Research and Development Expenses     3,993       3,932       4,042       3,045       2,608       2,462       2,325       1,931       1,579  
Settlement of Litigation     -       -       -       -       -       9,250       -       -       -  
Operating Expenses   $ 46,177     $ 39,145     $ 36,372     $ 34,607     $ 32,512     $ 36,477     $ 26,796     $ 22,742     $ 21,499  
Operating Income (Loss)   $ 1,684     $ (5,209 )   $ (6,386 )   $ (2,478 )   $ (644 )   $ (15,718 )   $ (11,265 )   $ (3,967 )   $ (3,740 )
Other income (expenses), net     166       122       (115 )     (151 )     (57 )     (173 )     693       (38 )     (40 )
Finance Income (Expenses), net     (300 )     34       434       214       523       552       32       10       272  
Income (Loss) Before Tax   $ 1,550     $ (5,121 )   $ (6,705 )   $ (2,541 )   $ (1,110 )   $ (16,097 )   $ (11,990 )   $ (3,939 )   $ (3,972 )
Non-controlling interest     38       154       62       (45 )     (105 )     -       26       (85 )     (146 )
Income (Loss) Attributable to the Owners of the Company   $ 1,512     $ (4,967 )   $ (6,643 )   $ (2,586 )   $ (1,215 )   $ (16,097 )   $ (11,964 )   $ (4,024 )   $ (4,118 )
Other Comprehensive Incomes (loss):                                                                        
Unrealized Gains (Losses) on Available for Sale Investment Portfolio     (9 )     12       (16 )     3       51       43       116       79       42  
Foreign Currency Translation Adjustment     (8 )     (121 )     529       (230 )     376       119       (38 )     (52 )     (85 )
Comprehensive Income (Loss)   $ 1,495     $ (5,076 )   $ (6,130 )   $ (2,813 )   $ (788 )   $ (15,935 )   $ (11,886 )   $ (3,997 )   $ (4,161 )
Adjusted EBITDA Reconciliation:                                                                        
Net Income (Loss)   $ 1,550     $ (5,121 )   $ (6,705 )   $ (2,541 )   $ (1,110 )   $ (16,097 )   $ (11,990 )   $ (3,939 )   $ (3,972 )
Finance Costs     300       34       169       (16 )     899       671       (6 )     (42 )     187  
Depreciation and Amortization     398       379       372       358       340       326       298       277       284  
Stock-Based Compensation     17,795       12,707       15,119       15,417       13,536       8,844       19,423       7,144       6,075  
Goodwill Impairment     -       -       -       -       -       -       723       -       -  
Restructuring Expense     -       250       -       -       -       -       58       80       44  
Expenses related to Anti-Trust Litigation Settlement     -       27       118       33       369       9,857       -       -       -  
Adjusted EBITDA   $ 20,043     $ 8,276     $ 9,073     $ 13,251     $ 14,034     $ 3,601     $ 8,506     $ 3,520     $ 2,618  
Earnings per Share                                                                        
Basic Earnings (Loss) per Share   $ 0.007     $ (0.024 )   $ (0.033 )   $ (0.013 )   $ (0.006 )   $ (0.087 )   $ (0.066 )   $ (0.022 )   $ (0.023 )
Diluted Earnings (Loss) per Share     0.007       (0.024 )     (0.033 )     (0.013 )     (0.006 )     (0.087 )     (0.066 )     (0.022 )     (0.023 )

 

25

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

QUARTERLY REVENUE PERFORMANCE BY CATEGORY

 

Year-over-year quarterly revenue growth (in thousands)

 

    2025     2024     2023  
    Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
Revenue                                                                        
Commissions   $ 537,445   $ 351,749   $ 348,083     $ 369,890     $ 338,574     $ 199,252     $ 180,417   $ 213,319     $ 184,022  
Commissions – YoY QTR     59 %     77 %     93 %     73 %     84 %     86 %     89 %     92 %     65 %
Title Revenue     1,346       1,030       1,338       1,400       1,255       795       480       964       948  
Title Revenue – YoY QTR     7 %     30 %     179 %     45 %     32 %     33 %     1 %     99 %     87 %
Mortgage Revenue     1,709       1,076       1,167       1,198       949       696       444       357       362  
Mortgage Revenue – YoY QTR     80 %     55 %     163 %     236 %     162 %     427 %     2,237 %      -%        -%  
Wallet Revenue     247       126       42                                      
Wallet Revenue - YoY QTR      -%        -%        -%        -%        -%        -%        -%        -%        -%  
Total Revenue   $ 540,747     $ 353,981     $ 350,630     $ 372,488     $ 340,778     $ 200,743     $ 181,341   $ 214,640     $ 185,332  
Total Revenue – YoY QTR     59 %     76 %     93 %     74 %     84 %     86 %     89 %     92 %     65 %

 

26

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

QUARTERLY KEY PERFORMANCE METRICS

 

The Company uses the results of our operations and key performance metrics related to our business and the real estate industry to evaluate performance, make strategic decisions, and allocate resources. The below table shows certain key performance metrics the Company periodically reviews to measure performance:

 

    2025     2024     2023  
Key Performance Metrics     Q2       Q1       Q4       Q3       Q2       Q1       Q4       Q3       Q2  
Closed Transaction Sides1     49,282       33,617       35,370       35,832       30,367       19,032       17,749       20,397       17,537  
Total Value of Home Side Transactions ($, billions)2     20.1       13.5       14.6       14.4       12.6       7.5       6.8       8.1       7.0  
Median Home Sale Price ($, thousands)3     387       380       380       383       384       372       355       370       369  
                                                                         
Total Agents4     28,034       26,870       24,140       21,770       19,540       16,680       13,650       12,175       11,500  
Agent Churn Rate (%)5     9.4       8.7       6.8       7.3       7.5       7.9       6.2       10.8       6.5  
Revenue Churn Rate (%)6     1.9       2.5       1.8       2.0       1.6       1.9       4.9       4.5       3.8  
                                                                         
Full-Time Employees7     429       410       264       240       231       151       159       162       145  
Full-Time Employees, Excluding Real Title and One Real Mortgage8     324       307       178       155       142       117       118       120       102  
Headcount Efficiency Ratio9     1:87       1:88       1:136       1:140       1:138       1:143       1:116       1:101       1:113  
Revenue Per Full-Time Employee ($, thousands)10     1,669       1,153       1,970       2,403       2,400       1,716       1,537       1,789       1,817  
Operating Expense Excluding Revenue Share ($, thousands)11     28,533       26,641       26,835       22,956       20,037       27,413       19,956       14,796       13,815  
Operating Expense Per Transaction Excluding Revenue Share ($)12     579       792       759       641       660       1,440       1,124       725       788  

 

1 Represents the number of transactions closed by our agent base during the period.

2 Represents the dollar amount (in USD) of home side transactions closed by our agent base during the period.

3 Represents the median price (in USD) of homes sold by our agent base during the period.

4 Defined as our agent base at period end.

5 Represents the rate at which agents churn. Calculated as the number of agents churned during the period divided by our total agent base at the beginning of the period.

6 Represents a supplementary financial measure calculated as the rate of commission revenue generated by churned agents. Calculated as commission revenue from churned agents during the last six months divided by total Company commissions revenue for the last six months.

7 Total Company headcount at period end.

8 Total Company headcount at period end, less Title and Mortgage employees.

9 Defined as the ratio of full-time brokerage employees (excluding One Real Title and One Real Mortgage employees) to the number of agents on our platform.

10 A supplementary financial measure calculated as total company revenue divided by full-time brokerage employees (excludes One Real Title and One Real Mortgage employees).

11 A supplementary financial measure calculated as total operating expenses per the Company’s statement of comprehensive loss, less revenue share disclosed in the Company’s expense by nature footnote disclosure in the Financial Statements.

12 A supplementary financial measure calculated as operating expense excluding revenue share, divided by closed transaction sides.

 

27

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

We track these key performance indicators to assess business growth, agent and transaction trends, operational efficiency, and financial discipline. Closed transaction sides, total value of home side transactions, and median home sale price provide insight into market growth, market share, and transaction volume, key drivers of our revenue. Total agents, agent churn rate, and revenue churn rate help evaluate agent network expansion, retention, and the stability of our revenue base.

 

Operational efficiency is measured through full-time employees, headcount efficiency ratio, and revenue per full-time employee, which reflect scalability and productivity relative to revenue growth. Operating expense excluding revenue share and operating expense per transaction excluding revenue share provide a clearer view of cost management by isolating fixed and discretionary operating expenses from agent-driven revenue share fluctuations.

 

The increase in full-time employees during 2025 was primarily attributable to the transition of 136 employees (122 excluding One Real Mortgage and Real Title employees) in India from contractor status to FTEs. This transition contributed to a decrease in the headcount efficiency ratio for the first half of 2025.

 

QUARTERLY TRENDS

 

Quarterly Revenue and Gross Margin Trends

 

Our revenue has seen continued growth over the last eight quarters, driven in large part by the expansion of our operations, transaction volume and our agent base.

 

Our gross margin percentage has varied over the last eight quarters and is driven by transaction volume, contributions from our ancillary services, and the mix of agents that have hit their annual cap. We expect contributions to gross margin from our ancillary services to grow over time.

 

Quarterly Operating Expense Trends

 

Over the last eight quarters, operating expense has seen a relatively consistent increase as we continue to grow our headcount and support our growing agent base. Expenses in Q1 2024 reflect the $9.25 million settlement reached to settle the Umpa class action lawsuit, as described in footnote 15 of our Financial Statements.

 

SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

 

The preparation of the Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures as of the date of the Financial Statements. Actual results may differ from estimates under different assumptions and conditions.

 

Significant judgments include measures of share-based payment arrangements. Our significant judgments have been reviewed and approved by the Audit Committee for completeness of disclosure on what management believes would be relevant and useful to investors in interpreting the amounts and disclosures in the Financial Statements.

 

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Disclosure controls and procedures

 

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have designed controls to provide reasonable assurance that: (i) material information relating to the Company is made known to management by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual and interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time frame specified in the securities legislation.

 

Based on the evaluations, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were adequate and effective as of June 30, 2025.

 

28

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Internal control over financial reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Canada by National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, and in the United States by Rule 13a-15(e) under the Securities Exchange Act of 1934). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our internal control over financial reporting as of June 30, 2025, based on the criteria described in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2025.

 

Inherent limitations

 

It should be noted that in a control system, no matter how well conceived and operated, it provides only reasonable, not absolute, assurance that the objectives of the control system are met. Given the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected. These inherent limitations include, among other items: (i) that management’s assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) controls may be circumvented by unauthorized acts of individuals, by collusion of two or more people, or by management override.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in Internal Control over Financial Reporting during the period ended June 30, 2025 that have materially affected or are reasonably likely to materially affect the adequacy and effectiveness of the Company’s Internal Control over Financial Reporting.

 

Related party transactions

 

Balances and transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The Company’s key management personnel are comprised of its Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Marketing Officer, Chief Operating Officer, Chief Legal Officer and other members of the executive team. Executive officers participate in the A&R Plan (see Note 8.A of the interim condensed consolidated financial statements).

 

RISKS AND UNCERTAINTIES

 

There are a number of risk factors that could cause future results to differ materially from those described herein. The risks and uncertainties are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company does not know about as of the date of this MD&A, or that it currently deems immaterial, may also adversely affect the Company’s business. If any of these risks occur, the Company’s business may be harmed, and its financial condition and the results of operation may suffer significantly. Please refer to the risks under the caption “Risk and Uncertainties” in the Company’s MD&A for the interim period ended March 31, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com, as well as the risk factors set forth below, for a list of risks that could materially adversely affect our business, financial condition or results of operations.

 

The Company may issue additional Common Shares and Shareholders may experience dilution.

 

The Company is authorized to issue an unlimited number of Common Shares. In addition, the Company maintains equity incentive programs under which employees, agents, brokers, and certain service providers of the Company and its affiliates may receive equity awards. The Company issues Restricted Share Units to agents on a monthly basis pursuant to these incentive programs and periodically issues Common Shares to other eligible participants, including employees. As a result, shareholders may experience dilution of their ownership interests in the Company in the future.

 

29

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

 

LEGAL PROCEEDINGS

 

Refer to Note 15 within the Financial Statements for a description of legal proceedings affecting the Company, of which Note 15 is hereby incorporated by reference.

 

OUTSTANDING SHARE DATA

 

As of June 30, 2025, the Company had 208.6 million Common Shares issued and 208.1 million Common Shares outstanding. Additionally, there were 24.7 million Common Shares reserved for issuance subject to RSUs and 13.7 million Common Shares reserved for issuance pursuant to the exercise of Options.

 

As of July 31, 2025, the Company had 209.8 million Common Shares issued and 209.3 million outstanding. As of July 31, 2025, a total of 25.1 million RSUs are issued and outstanding. Once vested, each RSU will settle for a Common Share, but may be settled in cash in certain circumstances in accordance with the equity plan under which the RSUs were issued. Additionally, there were 13.6 million Options issued and outstanding with exercise prices ranging from $0.08 to $6.50 per share and expiration dates ranging from June 2030 to March 2035. Each Option is exercisable for one Common Share.

 

RECENT DEVELOPMENTS

 

Executive Trading Plans (Rule 10b5-1)

 

The Company has adopted a written insider trading policy that governs the purchase, sale, and other dispositions of the Company’s securities by its directors, officers, and employees, designed to promote compliance with applicable insider trading laws and regulations. The policy permits our officers, directors, funds affiliated with our directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

 

On May 28, 2025, Pritesh Damani, the Company’s Chief Technology Officer, entered into a 10b5-1 trading plan (the “Plan”), which is intended to satisfy the affirmative defense of Rule 10b5-1(c), for the sale of up to 1,249,212 Common Shares. The first sale of Common Shares will not take place until at least September 26, 2025. The Plan end date is March 31, 2026. Under the Plan, Mr. Damani will relinquish control over the sale transactions. Accordingly, sales under the Plan may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving the Company.

 

Flyhomes, Inc. Acquisition and Equity Investment

 

On June 30, 2025, the Company purchased preferred shares of Flyhomes, Inc. (“Flyhomes”) for $2.25 million, representing approximately a 2.3% ownership interest in Flyhomes. Flyhomes is a wholesale mortgage lender focused on modern home financing solutions.

 

On July 1, 2025, the Company acquired the AI-powered consumer home search portal and related technology assets of Flyhomes for $3.25 million.

 

OTHER EVENTS

 

On April 24, 2025, the Company announced the promotion of Ravi Jani to Chief Financial Officer, effective immediately. Mr. Jani succeeded Michelle Ressler as CFO. Ms. Ressler’s employment with the Company was terminated based on the Company’s opinion that she engaged in actions that violated Company policies related to personal expenses. While the Company’s review of Ms. Ressler’s actions is ongoing, the Company does not believe that the actions of the former CFO had any material impact on the Company’s previously issued financial statements.

 

ADDITIONAL INFORMATION

 

These documents, the Company’s Annual Information Form for the year ended December 31, 2024, as well as additional information regarding Real, have been filed electronically on Real’s website at www.onereal.com and is available on SEDAR+ under the Company’s profile at www.sedarplus.com.

 

30

false 2025-06-30 Q2 --12-31 2025 0001862461 Unlimited Unlimited 0001862461 2025-01-01 2025-06-30 0001862461 2025-06-30 0001862461 2024-12-31 0001862461 2024-01-01 2024-12-31 0001862461 2025-04-01 2025-06-30 0001862461 2024-04-01 2024-06-30 0001862461 2024-01-01 2024-06-30 0001862461 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001862461 us-gaap:RetainedEarningsMember 2025-03-31 0001862461 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001862461 REAX:TreasuryStocksMember 2025-03-31 0001862461 REAX:EquityAttributableToOwnersMember 2025-03-31 0001862461 us-gaap:NoncontrollingInterestMember 2025-03-31 0001862461 2025-03-31 0001862461 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001862461 us-gaap:RetainedEarningsMember 2024-03-31 0001862461 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-03-31 0001862461 REAX:TreasuryStocksMember 2024-03-31 0001862461 REAX:EquityAttributableToOwnersMember 2024-03-31 0001862461 us-gaap:NoncontrollingInterestMember 2024-03-31 0001862461 2024-03-31 0001862461 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001862461 us-gaap:RetainedEarningsMember 2024-12-31 0001862461 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001862461 REAX:TreasuryStocksMember 2024-12-31 0001862461 REAX:EquityAttributableToOwnersMember 2024-12-31 0001862461 us-gaap:NoncontrollingInterestMember 2024-12-31 0001862461 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001862461 us-gaap:RetainedEarningsMember 2023-12-31 0001862461 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001862461 REAX:TreasuryStocksMember 2023-12-31 0001862461 REAX:EquityAttributableToOwnersMember 2023-12-31 0001862461 us-gaap:NoncontrollingInterestMember 2023-12-31 0001862461 2023-12-31 0001862461 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001862461 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001862461 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-04-01 2025-06-30 0001862461 REAX:TreasuryStocksMember 2025-04-01 2025-06-30 0001862461 REAX:EquityAttributableToOwnersMember 2025-04-01 2025-06-30 0001862461 us-gaap:NoncontrollingInterestMember 2025-04-01 2025-06-30 0001862461 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001862461 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001862461 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-04-01 2024-06-30 0001862461 REAX:TreasuryStocksMember 2024-04-01 2024-06-30 0001862461 REAX:EquityAttributableToOwnersMember 2024-04-01 2024-06-30 0001862461 us-gaap:NoncontrollingInterestMember 2024-04-01 2024-06-30 0001862461 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-06-30 0001862461 us-gaap:RetainedEarningsMember 2025-01-01 2025-06-30 0001862461 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-06-30 0001862461 REAX:TreasuryStocksMember 2025-01-01 2025-06-30 0001862461 REAX:EquityAttributableToOwnersMember 2025-01-01 2025-06-30 0001862461 us-gaap:NoncontrollingInterestMember 2025-01-01 2025-06-30 0001862461 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-06-30 0001862461 us-gaap:RetainedEarningsMember 2024-01-01 2024-06-30 0001862461 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-06-30 0001862461 REAX:TreasuryStocksMember 2024-01-01 2024-06-30 0001862461 REAX:EquityAttributableToOwnersMember 2024-01-01 2024-06-30 0001862461 us-gaap:NoncontrollingInterestMember 2024-01-01 2024-06-30 0001862461 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001862461 us-gaap:RetainedEarningsMember 2025-06-30 0001862461 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-06-30 0001862461 REAX:TreasuryStocksMember 2025-06-30 0001862461 REAX:EquityAttributableToOwnersMember 2025-06-30 0001862461 us-gaap:NoncontrollingInterestMember 2025-06-30 0001862461 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001862461 us-gaap:RetainedEarningsMember 2024-06-30 0001862461 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 0001862461 REAX:TreasuryStocksMember 2024-06-30 0001862461 REAX:EquityAttributableToOwnersMember 2024-06-30 0001862461 us-gaap:NoncontrollingInterestMember 2024-06-30 0001862461 2024-06-30 0001862461 REAX:CommissionsMember 2025-04-01 2025-06-30 0001862461 REAX:CommissionsMember 2024-04-01 2024-06-30 0001862461 REAX:CommissionsMember 2025-01-01 2025-06-30 0001862461 REAX:CommissionsMember 2024-01-01 2024-06-30 0001862461 REAX:TitleMember 2025-04-01 2025-06-30 0001862461 REAX:TitleMember 2024-04-01 2024-06-30 0001862461 REAX:TitleMember 2025-01-01 2025-06-30 0001862461 REAX:TitleMember 2024-01-01 2024-06-30 0001862461 REAX:MortgageIncomeMember 2025-04-01 2025-06-30 0001862461 REAX:MortgageIncomeMember 2024-04-01 2024-06-30 0001862461 REAX:MortgageIncomeMember 2025-01-01 2025-06-30 0001862461 REAX:MortgageIncomeMember 2024-01-01 2024-06-30 0001862461 REAX:WalletMember 2025-04-01 2025-06-30 0001862461 REAX:WalletMember 2024-04-01 2024-06-30 0001862461 REAX:WalletMember 2025-01-01 2025-06-30 0001862461 REAX:WalletMember 2024-01-01 2024-06-30 0001862461 us-gaap:GeneralAndAdministrativeExpenseMember 2025-04-01 2025-06-30 0001862461 us-gaap:GeneralAndAdministrativeExpenseMember 2024-04-01 2024-06-30 0001862461 us-gaap:GeneralAndAdministrativeExpenseMember 2025-01-01 2025-06-30 0001862461 us-gaap:GeneralAndAdministrativeExpenseMember 2024-01-01 2024-06-30 0001862461 us-gaap:SellingAndMarketingExpenseMember 2025-04-01 2025-06-30 0001862461 us-gaap:SellingAndMarketingExpenseMember 2024-04-01 2024-06-30 0001862461 us-gaap:SellingAndMarketingExpenseMember 2025-01-01 2025-06-30 0001862461 us-gaap:SellingAndMarketingExpenseMember 2024-01-01 2024-06-30 0001862461 us-gaap:ResearchAndDevelopmentExpenseMember 2025-04-01 2025-06-30 0001862461 us-gaap:ResearchAndDevelopmentExpenseMember 2024-04-01 2024-06-30 0001862461 us-gaap:ResearchAndDevelopmentExpenseMember 2025-01-01 2025-06-30 0001862461 us-gaap:ResearchAndDevelopmentExpenseMember 2024-01-01 2024-06-30 0001862461 REAX:NorthAmericanBrokerageMember 2025-04-01 2025-06-30 0001862461 REAX:OneRealTitleMember 2025-04-01 2025-06-30 0001862461 REAX:OneRealMortgageMember 2025-04-01 2025-06-30 0001862461 us-gaap:AllOtherSegmentsMember 2025-04-01 2025-06-30 0001862461 REAX:NorthAmericanBrokerageMember 2025-01-01 2025-06-30 0001862461 REAX:OneRealTitleMember 2025-01-01 2025-06-30 0001862461 REAX:OneRealMortgageMember 2025-01-01 2025-06-30 0001862461 us-gaap:AllOtherSegmentsMember 2025-01-01 2025-06-30 0001862461 REAX:NorthAmericanBrokerageMember 2024-04-01 2024-06-30 0001862461 REAX:OneRealTitleMember 2024-04-01 2024-06-30 0001862461 REAX:OneRealMortgageMember 2024-04-01 2024-06-30 0001862461 REAX:NorthAmericanBrokerageMember 2024-01-01 2024-06-30 0001862461 REAX:OneRealTitleMember 2024-01-01 2024-06-30 0001862461 REAX:OneRealMortgageMember 2024-01-01 2024-06-30 0001862461 us-gaap:AllOtherSegmentsMember 2024-04-01 2024-06-30 0001862461 us-gaap:AllOtherSegmentsMember 2024-01-01 2024-06-30 0001862461 country:US 2025-04-01 2025-06-30 0001862461 country:US 2024-04-01 2024-06-30 0001862461 country:US 2025-01-01 2025-06-30 0001862461 country:US 2024-01-01 2024-06-30 0001862461 country:CA 2025-04-01 2025-06-30 0001862461 country:CA 2024-04-01 2024-06-30 0001862461 country:CA 2025-01-01 2025-06-30 0001862461 country:CA 2024-01-01 2024-06-30 0001862461 us-gaap:StockOptionMember 2025-04-01 2025-06-30 0001862461 us-gaap:StockOptionMember 2024-04-01 2024-06-30 0001862461 us-gaap:StockOptionMember 2025-01-01 2025-06-30 0001862461 us-gaap:StockOptionMember 2024-01-01 2024-06-30 0001862461 us-gaap:RestrictedStockUnitsRSUMember 2025-04-01 2025-06-30 0001862461 us-gaap:RestrictedStockUnitsRSUMember 2024-04-01 2024-06-30 0001862461 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-06-30 0001862461 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-06-30 0001862461 REAX:OmnibusIncentivePlanMember 2022-02-25 2022-02-26 0001862461 REAX:OmnibusIncentivePlanMember 2022-02-26 0001862461 REAX:OmnibusIncentivePlanMember 2023-06-09 2023-06-09 0001862461 REAX:OmnibusIncentivePlanMember 2023-06-09 0001862461 REAX:DirectorsEmployeesAndOtherServiceMember 2025-04-14 0001862461 2024-05-14 2024-05-14 0001862461 2024-05-14 0001862461 2024-05-01 0001862461 2025-05-30 2025-05-30 0001862461 REAX:BonusRestrictedStockUnitsRSUMember 2025-01-01 2025-06-30 0001862461 us-gaap:RestrictedStockUnitsRSUMember 2023-12-31 0001862461 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001862461 us-gaap:RestrictedStockUnitsRSUMember 2024-12-31 0001862461 us-gaap:RestrictedStockUnitsRSUMember 2025-06-30 0001862461 REAX:CostOfSalesAgentStockBasedCompensationMember 2025-04-01 2025-06-30 0001862461 REAX:CostOfSalesAgentStockBasedCompensationMember 2024-04-01 2024-06-30 0001862461 REAX:MarketingExpensesAgentStockBasedCompensationMember 2025-04-01 2025-06-30 0001862461 REAX:MarketingExpensesAgentStockBasedCompensationMember 2024-04-01 2024-06-30 0001862461 REAX:MarketingExpensesFteStockBasedCompensatioMember 2025-04-01 2025-06-30 0001862461 REAX:MarketingExpensesFteStockBasedCompensatioMember 2024-04-01 2024-06-30 0001862461 REAX:ResearchAndDevelopmentFteStockBasedCompensationMember 2025-04-01 2025-06-30 0001862461 REAX:ResearchAndDevelopmentFteStockBasedCompensationMember 2024-04-01 2024-06-30 0001862461 REAX:GeneralAndAdministrativeFteStockBasedCompensationMember 2025-04-01 2025-06-30 0001862461 REAX:GeneralAndAdministrativeFteStockBasedCompensationMember 2024-04-01 2024-06-30 0001862461 REAX:CostOfSalesAgentStockBasedCompensationMember 2025-01-01 2025-06-30 0001862461 REAX:CostOfSalesAgentStockBasedCompensationMember 2024-01-01 2024-06-30 0001862461 REAX:MarketingExpensesAgentStockBasedCompensationMember 2025-01-01 2025-06-30 0001862461 REAX:MarketingExpensesAgentStockBasedCompensationMember 2024-01-01 2024-06-30 0001862461 REAX:MarketingExpensesFteStockBasedCompensatioMember 2025-01-01 2025-06-30 0001862461 REAX:MarketingExpensesFteStockBasedCompensatioMember 2024-01-01 2024-06-30 0001862461 REAX:ResearchAndDevelopmentFteStockBasedCompensationMember 2025-01-01 2025-06-30 0001862461 REAX:ResearchAndDevelopmentFteStockBasedCompensationMember 2024-01-01 2024-06-30 0001862461 REAX:GeneralAndAdministrativeFteStockBasedCompensationMember 2025-01-01 2025-06-30 0001862461 REAX:GeneralAndAdministrativeFteStockBasedCompensationMember 2024-01-01 2024-06-30 0001862461 us-gaap:FixedIncomeInvestmentsMember 2024-12-31 0001862461 us-gaap:FixedIncomeInvestmentsMember 2025-06-30 0001862461 us-gaap:FixedIncomeInvestmentsMember 2025-01-01 2025-06-30 0001862461 REAX:InvestmentCertificateMember 2024-12-31 0001862461 REAX:InvestmentCertificateMember 2025-06-30 0001862461 REAX:InvestmentCertificateMember 2025-01-01 2025-06-30 0001862461 REAX:FlyhomesIncMember 2025-06-30 0001862461 REAX:ComputerHardwareAndSoftwareMember 2025-06-30 0001862461 REAX:ComputerHardwareAndSoftwareMember 2024-12-31 0001862461 REAX:FurnitureFixtureAndEquipmentMember 2025-06-30 0001862461 REAX:FurnitureFixtureAndEquipmentMember 2024-12-31 0001862461 us-gaap:IndefiniteLivedTrademarks 2023-12-31 0001862461 us-gaap:IndefiniteLivedTrademarks 2024-01-01 2024-12-31 0001862461 us-gaap:IndefiniteLivedTrademarks 2024-12-31 0001862461 us-gaap:IndefiniteLivedTrademarks 2025-01-01 2025-06-30 0001862461 us-gaap:IndefiniteLivedTrademarks 2025-06-30 0001862461 REAX:AcquiredTechnologyMember 2023-12-31 0001862461 REAX:AcquiredTechnologyMember 2024-01-01 2024-12-31 0001862461 REAX:AcquiredTechnologyMember 2024-12-31 0001862461 REAX:AcquiredTechnologyMember 2025-01-01 2025-06-30 0001862461 REAX:AcquiredTechnologyMember 2025-06-30 0001862461 us-gaap:CustomerRelationshipsMember 2023-12-31 0001862461 us-gaap:CustomerRelationshipsMember 2024-01-01 2024-12-31 0001862461 us-gaap:CustomerRelationshipsMember 2024-12-31 0001862461 us-gaap:CustomerRelationshipsMember 2025-01-01 2025-06-30 0001862461 us-gaap:CustomerRelationshipsMember 2025-06-30 0001862461 REAX:OtherMember 2023-12-31 0001862461 REAX:OtherMember 2024-01-01 2024-12-31 0001862461 REAX:OtherMember 2024-12-31 0001862461 REAX:OtherMember 2025-01-01 2025-06-30 0001862461 REAX:OtherMember 2025-06-30 0001862461 REAX:NorthAmericanBrokerageMember 2025-06-30 0001862461 REAX:OneRealTitleMember 2025-06-30 0001862461 REAX:OneRealMortgageMember 2025-06-30 0001862461 us-gaap:CommonStockMember 2024-12-31 0001862461 us-gaap:CommonStockMember 2023-12-31 0001862461 us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001862461 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001862461 us-gaap:CommonStockMember 2025-06-30 0001862461 us-gaap:FairValueInputsLevel1Member 2025-06-30 0001862461 us-gaap:FairValueInputsLevel2Member 2025-06-30 0001862461 us-gaap:FairValueInputsLevel3Member 2025-06-30 0001862461 us-gaap:FairValueInputsLevel1Member 2024-12-31 0001862461 us-gaap:FairValueInputsLevel2Member 2024-12-31 0001862461 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001862461 REAX:SettlementAgreementMember 2024-04-07 2024-04-07 0001862461 REAX:FlyhomesIncMember us-gaap:SubsequentEventMember 2025-07-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares REAX:Segment xbrli:pure

 

Exhibit 99.2

 

 

 

 

TABLE OF CONTENTS

 

Interim Condensed Consolidated Financial Statements (Unaudited):  
   
Interim Condensed Consolidated Balance Sheets 2
   
Interim Condensed Consolidated Statements of Comprehensive Income (Loss) 3
   
Interim Condensed Consolidated Statements of Shareholders’ Equity 4-5
   
Interim Condensed Consolidated Statements of Cash Flows 6
   
Notes to the Interim Condensed Consolidated Financial Statements 7-24

 

1

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars and shares in thousands)

UNAUDITED

 

    June 30, 2025     December 31, 2024  
    As of  
    June 30, 2025     December 31, 2024  
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 49,614     $ 23,376  
Restricted cash     46,302       24,089  
Investments in financial assets     5,158       9,449  
Trade receivables     26,821       14,235  
Other receivables     51       117  
Short-term financing receivables, net     72       -  
Prepaid expenses and deposits     1,572       1,645  
TOTAL CURRENT ASSETS   $ 129,590     $ 72,911  
NON-CURRENT ASSETS                
Intangible assets, net     2,130       2,575  
Goodwill     8,993       8,993  
Property and equipment, net     2,324       2,116  
Investment in equity securities     2,250       -  
Long-term financing receivables, net     4,146       -  
TOTAL NON-CURRENT ASSETS   $ 19,843     $ 13,684  
TOTAL ASSETS   $ 149,433     $ 86,595  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES                
Accounts payable     1,251       1,374  
Accrued liabilities     48,068       25,939  
Customer deposits     46,302       24,089  
Other payables     4,843       3,050  
TOTAL CURRENT LIABILITIES   $ 100,464     $ 54,452  
TOTAL LIABILITIES   $ 100,464     $ 54,452  
                 
EQUITY                
EQUITY ATTRIBUTABLE TO OWNERS                
Common Shares, no par value, unlimited Common Shares authorized, 208,613 Shares issued and 208,121 outstanding at June 30, 2025; and 202,941 Shares issued and 202,499 outstanding at December 31, 2024     -       -  
Additional paid-in capital     158,827       138,639  
Accumulated deficit     (108,201 )     (104,746 )
Accumulated other comprehensive income     582       708  
Treasury shares, at cost, 492 and 442 Common Shares at June 30, 2025 and December 31, 2024, respectively     (2,021 )     (2,455 )
EQUITY ATTRIBUTABLE TO OWNERS   $ 49,187     $ 32,146  
Non-controlling interests     (218 )     (3 )
TOTAL EQUITY   $ 48,969     $ 32,143  
TOTAL LIABILITIES AND EQUITY   $ 149,433     $ 86,595  

 

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

 

2

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(U.S. dollar and shares in thousands, except per share amounts)

UNAUDITED

 

    2025     2024     2025     2024  
    Three Months Ended June 30,     Six Months Ended June 30,  
    2025     2024     2025     2024  
Revenues   $ 540,747     $ 340,778     $ 894,728     $ 541,521  
Cost of Sales     492,886       308,910       812,931       488,894  
Gross Profit     47,861       31,868       81,797       52,627  
                                 
General and administrative expenses     18,900       14,015       36,416       26,151  
Marketing expenses     23,284       15,889       40,981       28,518  
Research and development expenses     3,993       2,608       7,925       5,070  
Settlement of litigation                       9,250  
Operating Expenses     46,177       32,512       85,322       68,989  
Operating Income (Loss)     1,684       (644 )     (3,525 )     (16,362 )
                                 
Other income, net     166       57       288       230  
Finance expenses, net     (300 )     (523 )     (334 )     (1,075 )
Net Income (Loss)   $ 1,550     $ (1,110 )   $ (3,571 )   $ (17,207 )
Net income (loss) attributable to non-controlling interests     38       105       (116 )     105  
Net Income (Loss) Attributable to the Owners of the Company   $ 1,512     $ (1,215 )   $ (3,455 )   $ (17,312 )

Other comprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:

                               
Unrealized gain (loss) on investments in financial assets     (9 )     51       3       94  
Foreign currency translation adjustment     (8 )     376       (129 )     495  
Total Comprehensive Income (Loss) Attributable to Owners of the Company   $ 1,495     $ (788 )   $ (3,581 )   $ (16,723 )
Total Comprehensive Income (Loss) Attributable to Non-Controlling Interest     38       105       (116 )     105  
Total Comprehensive Income (Loss)   $ 1,533     $ (683 )   $ (3,697 )   $ (16,618 )
Earnings (Loss) per share                                
Basic earnings (loss) per share   $ 0.01     $ (0.01 )   $ (0.02 )   $ (0.09 )
Diluted earnings (loss) per share   $ 0.01     $ (0.01 )   $ (0.02 )   $ (0.09 )
Weighted-average shares, basic     214,787       189,046       213,738       186,568  
Weighted-average shares, diluted     233,366       189,046       213,738       186,568  

 

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

 

3

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

    Additional
Paid-in
Capital
    Accumulated Deficit     Accumulated
Other
Comprehensive
Income (Loss)
   

Treasury

Stock

   

Equity

Attributable

to Owners

   

Non-

Controlling

Interests

    Total
Equity
 
Balance at, March 31, 2025   $ 142,457     $ (109,713 )   $ 599     $ (591 )   $ 32,752     $ (233 )   $ 32,519  
Total net income (loss)     -       1,512       -       -       1,512       38       1,550  
Total other comprehensive income (loss)     -       -       (17 )     -       (17 )     -       (17 )
Distributions to non-controlling interests     -       -       -       -       -       (23 )     (23 )
Acquisition of common shares for Restricted Share Unit (RSU) Plan     -       -       -       (2,708 )     (2,708 )     -       (2,708 )
Release of treasury stock     (1,278 )     -       -       1,278       -       -       -  
Exercise of stock options     351       -       -       -       351       -       351  
Shares withheld for taxes     (498 )     -       -       -       (498 )     -       (498 )
Equity-settled stock-based payment     17,795       -       -       -       17,795       -       17,795  
Balance at, June 30, 2025   $ 158,827     $ (108,201 )   $ 582     $ (2,021 )   $ 49,187     $ (218 )   $ 48,969  
                                                         
Balance at, March 31, 2024   $ 121,870     $ (94,302 )   $ (5 )   $ (2,110 )   $ 25,453     $ 171     $ 25,624  
Total net income (loss)     -       (1,215 )     -       -       (1,215 )     105       (1,110 )
Total other comprehensive income     -       -       427       -       427       -       427  
Distributions to non-controlling interests     -       -       -       -       -       (14 )     (14 )
Acquisition of common shares for Restricted Share Unit (RSU) Plan     -       -       -       (10,603 )     (10,603 )     -       (10,603 )
Release of treasury stock     (2,278 )     -       -       2,278       -       -       -  
Exercise of stock options     3,010       -       -       -       3,010       -       3,010  
Exercise of warrants     377       -       -       -       377       -       377  
Shares withheld for taxes     (420 )     -       -       -       (420 )     -       (420 )
Equity-settled stock-based payment     13,536       -       -       -       13,536       -       13,536  
Balance at, June 30, 2024   $ 136,095     $ (95,517 )   $ 422     $ (10,435 )   $ 30,565     $ 262     $ 30,827  

 

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

 

4

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(U.S. dollar in thousands, except per share amounts)

UNAUDITED

 

    Additional
Paid-in
Capital
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
Income (Loss)
   

Treasury

Stock

   

Equity

Attributable

to Owners

   

Non-

Controlling

Interests

    Total
Equity
 
Balance at, January 1, 2025   $ 138,639     $ (104,746 )   $ 708     $ (2,455 )   $ 32,146     $ (3 )   $ 32,143  
Total net loss     -       (3,455 )     -       -       (3,455 )     (116 )     (3,571 )
Total other comprehensive income (loss)     -       -       (126 )     -       (126 )     -       (126 )
Distributions to non-controlling interests     -       -       -       -       -       (99 )     (99 )
Acquisition of common shares for Restricted Share Unit (RSU) Plan     -       -       -       (8,830 )     (8,830 )     -       (8,830 )
Release of treasury stock     (9,264 )     -       -       9,264       -       -       -  
Exercise of stock options     661       -       -       -       661       -       661  
Shares withheld for taxes     (1,711 )     -       -       -       (1,711 )     -       (1,711 )
Equity-settled stock-based payment     30,502       -       -       -       30,502       -       30,502  
Balance at, June 30, 2025   $ 158,827     $ (108,201 )   $ 582     $ (2,021 )   $ 49,187     $ (218 )   $ 48,969  
                                                         
Balance at, January 1, 2024   $ 115,504     $ (78,205 )   $ (167 )   $ (257 )   $ 36,875     $ 209     $ 37,084  
Total net income (loss)     -       (17,312 )     -       -       (17,312 )     105       (17,207 )
Total other comprehensive income (loss)     -       -       589       -       589       -       589  
Distributions to non-controlling interests     -       -               -       -       (52 )     (52 )
Acquisition of common shares for Restricted Share Unit (RSU) Plan     -       -       -       (15,226 )     (15,226 )     -       (15,226 )
Release of treasury stock     (5,048 )     -       -       5,048       -       -       -  
Exercise of stock options     3,623       -       -       -       3,623       -       3,623  
Exercise of warrants     377       -       -       -       377       -       377  
Shares withheld for taxes     (741 )     -       -       -       (741 )     -       (741 )
Equity-settled stock-based payment     22,380       -               -       22,380       -       22,380  
Balance at, June 30, 2024   $ 136,095     $ (95,517 )   $ 422     $ (10,435 )   $ 30,565     $ 262     $ 30,827  

 

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

 

5

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollar in thousands)

UNAUDITED

 

    2025     2024     2025     2024  
    Three Months Ended June 30,     Six Months Ended June 30,  
    2025     2024     2025     2024  
OPERATING ACTIVITIES                                
Net Income (Loss)   $ 1,550     $ (1,110 )   $ (3,571 )   $ (17,207 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                                
Depreciation and amortization     398       340       777       666  
Equity-settled share-based payment     17,795       13,536       30,502       22,380  
Finance costs     62       71       (87 )     200  
Change in fair value of warrants liability     -       200       -       471  
Changes in operating asset and liabilities:                                
Funds held in restricted escrow account     -       (9,250 )     -       (9,250 )
Trade receivables     (10,031 )     (9,096 )     (12,586 )     (12,190 )
Other receivables     3       34       66       7  
Short-term and long-term financing receivables, net     (1,249 )     -       (4,218 )     -  
Prepaid expenses and deposits     (39 )     (319 )     73       591  
Accounts payable     324       103       (123 )     625  
Accrued liabilities     14,496       12,415       22,129       20,255  
Customer deposits     16,043       8,684       22,213       20,176  
Other payables     1,666       362       1,793       10,726  
NET CASH PROVIDED BY OPERATING ACTIVITIES     41,018       15,970       56,968       37,450  
                                 
INVESTING ACTIVITIES                                
Purchase of property and equipment     (255 )     (501 )     (540 )     (597 )
Purchase of investment in equity securities     (2,250 )     -       (2,250 )     -  
Purchase of financial assets     (109 )     (1,542 )     (1,459 )     (1,713 )
Proceeds from sale of financial assets     5,496       5,730       5,753       5,752  
NET CASH PROVIDED BY INVESTING ACTIVITIES     2,882       3,687       1,504       3,442  
FINANCING ACTIVITIES                                
Purchase of common shares for Restricted Share Unit (RSU) Plan     (2,708 )     (10,603 )     (8,830 )     (15,226 )
Payment of employee taxes on certain share-based arrangements     (498 )     (420 )     (1,711 )     (741 )
Proceeds from exercise of stock options     351       3,010       661       3,623  
Distributions to non-controlling interest     (23 )     (14 )     (99 )     (52 )
NET CASH USED IN FINANCING ACTIVITIES     (2,878 )     (8,027 )     (9,979 )     (12,396 )
                                 
Net change in cash, cash equivalents and restricted cash     41,022       11,630       48,493       28,496  
Cash, cash equivalents and restricted cash, beginning of period     54,965       44,512       47,465       27,655  
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash     (71 )     298       (42 )     289  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE   $ 95,916     $ 56,440     $ 95,916     $ 56,440  
                                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES                                
Warrants exercised     -       377       -       377  

 

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

 

6

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

1. NATURE OF BUSINESS

 

The Real Brokerage Inc. (“Real” or the “Company”) is a growing real estate technology company that operates across all 50 U.S. states, the District of Columbia, and four Canadian provinces. As a licensed real estate brokerage, the Company’s revenue is generated primarily by processing real estate transactions which entitle us to commissions. The Company pays a portion of its commission revenue to real estate agents who are affiliated with the Company. Unlike traditional brokerages, who rely on physical offices for service delivery, Real operates as a fully digital brokerage, providing agents with reZEN, our proprietary transaction management and brokerage operations software. The Company’s vision is to transform home buying under the guidance of an agent through an integrated consumer technology product, while growing its ancillary services, including mortgage broker, title and fintech services.

 

The consolidated operations of Real include the subsidiaries of Real, including those involved in the brokerage, title, mortgage broker and wallet operations.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The significant accounting policies described below have been applied consistently to all periods presented.

 

A. Basis of preparation

 

The interim condensed consolidated financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

 

The financial information as of December 31, 2024 that is included in this quarterly report is derived from the audited Consolidated Financial Statements and notes for the year ended December 31, 2024. Such financial information should be read in conjunction with the notes of the Consolidated Financial Statements included in our annual report.

 

All dollar amounts are in U.S. dollars unless otherwise stated.

 

B. Basis of Consolidation

 

The interim condensed consolidated financial statements incorporate the financial statements of the Company, its wholly-owned subsidiaries and entities in which we have a controlling voting interest in. Intercompany transactions and balances are eliminated upon consolidation.

 

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to ensure subsidiaries’ accounting policies are in line with Company’s accounting policies.

 

All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between the members of the Company and its subsidiaries are eliminated on consolidation.

 

C. Use of Estimates

 

The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to legal contingencies, income taxes, revenue recognition, stock-based compensation, intangible assets, goodwill and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

7

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

D. Cash and Cash Equivalents and Restricted Cash

 

The following table (in thousands) provides a reconciliation of cash, cash equivalents, and restricted cash further reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown on the condensed consolidated statements of cash flows.

 SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

    June 30, 2025     December 31, 2024  
    As of  
    June 30, 2025     December 31, 2024  
Cash and cash equivalents   $ 49,614     $ 23,376  
Restricted cash     46,302       24,089  
Total cash, cash equivalents, and restricted cash, ending balance   $ 95,916     $ 47,465  

 

E. Income Taxes

 

The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Income Taxes. Under this method, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized based on all available positive and negative evidence.

 

Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax.

 

8

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

F. Financing Receivables, net

 

The Company provides financial services to its agents with credit terms of up to three years. The balances reported in the consolidated balance sheets were at the outstanding principal amount less allowance of credit losses. The accrued interest receivables are also included in financing receivables as of the balance sheet date. In estimating the amount of the allowance for credit losses, the Company considers a combination of historical loss data, agents specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. Both the allowance for credit losses and the interest income related to financing receivables were immaterial for the three and six months ended June 30, 2025 and the three and six months ended June 30, 2024.

 

G. Investments in Equity Securities

 

The Company’s investments in equity securities include securities without readily determinable fair values. For investments without readily determinable fair values, the Company has elected to use the measurement alternative, under which the investment is measured at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This election is reassessed each reporting period to determine whether non-marketable equity investments have a readily determinable fair value, in which case they would no longer be eligible for this election. Indicators of impairment may include negative changes in the industry, unfavorable market conditions, weak financial performance, or other relevant events and factors. No impairment was recorded in the interim condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024.

 

H. Accounting Policy Developments

 

New Accounting Pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), to require disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. The new requirements should be applied on a prospective basis with an option to apply them retrospectively. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the impact ASU 2023-09 will have on its consolidated financial statements and related disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. DISE will be effective for annual reporting periods beginning after December 15, 2026 with early adoption permitted. The Company is in the process of evaluating the impact ASU 2024-03 will have on its consolidated financial statements and related disclosures.

 

3. REVENUE

 

In the following table, Revenue (in thousands) from contracts with customers is disaggregated by major service lines.

 SCHEDULE OF REVENUE STREAMS AND DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS

    2025     2024     2025     2024  
    Three Months Ended June 30,     Six Months Ended June 30,  
    2025     2024     2025     2024  
Main revenue streams                                
Commissions   $ 537,445     $ 338,574     $ 889,194     $ 537,826  
Title     1,346       1,255       2,376       2,050  
Mortgage Income     1,709       949       2,785       1,645  
Wallet     247             373        
Total Revenue   $ 540,747     $ 340,778     $ 894,728     $ 541,521  

 

9

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

4. EXPENSES BY NATURE

 

The following table presents cost of sales and a breakdown of operating expenses (in thousands):

 SCHEDULE OF BREAKDOWN OF OPERATING EXPENSES

    2025     2024     2025     2024  
    Three Months Ended June 30,     Six Months Ended June 30,  
    2025     2024     2025     2024  
Cost of Sales   $ 492,886     $ 308,910     $ 812,931     $ 488,894  
                                 
Operating Expenses                                
General and Administrative Expenses     18,900       14,015       36,416       26,151  
Salaries and Benefits     9,758       6,566       19,460       12,434  
Stock-Based Compensation for Employees     1,714       2,066       3,019       3,420  
Administrative Expenses     1,221       933       2,113       1,769  
Professional Fees     5,007       3,304       9,200       6,422  
Depreciation and Amortization Expense     398       340       777       666  
Other General and Administrative Expenses     802       806       1,847       1,440  
Marketing Expenses     23,284       15,889       40,981       28,518  
Salaries and Benefits     413       237       803       442  
Stock-Based Compensation for Employees     43       1       83       5  
Stock-Based Compensation for Agents     3,478       2,335       6,593       4,472  
Revenue Share     17,644       12,475       30,148       21,539  
Other Marketing and Advertising Cost     1,707       841       3,355       2,060  
Research and Development Expenses     3,993       2,608       7,925       5,070  
Salaries and Benefits     2,360       1,322       4,754       2,713  
Stock-Based Compensation for Employees     300       198       605       333  
Other Research and Development     1,333       1,088       2,567       2,024  
Settlement of Litigation                       9,250  
 Total Operating Expenses   $ 46,177     $ 32,512     $ 85,322     $ 68,989  
Total Cost of Sales and Operating Expenses   $ 539,063     $ 341,422     $ 898,253     $ 557,883  

 

5. OPERATING SEGMENTS DISCLOSURES

 

Segment information aligns with how the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, manages the business and allocates resources into four operating segments:

 

  North American Brokerage: generates revenue by processing real estate transactions which entitles the Company to commissions.
     
  One Real Title: generates revenue by offering title insurance and closing services for residential and/or commercial transactions.
     
  One Real Mortgage: derives revenue from premiums associated with facilitating mortgage transactions between borrowers and lenders.
     
  Real Wallet: derives revenue from fees associated with the program and the offering of financial products.

 

10

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information and is (iii) regularly reviewed by the CODM. Once operating segments are identified, the Company performs a quantitative analysis of the current and historic revenues and profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics.

 

Each operating segment is assessed both quantitatively and qualitatively to determine whether it meets the thresholds for separate disclosure under ASC 280. The Company has elected to separately disclose Title and Mortgage segments as management expects that the segments will continue to be significant. Both segments were previously classified as part of Other Segments. As a result of this change, prior period segment information has been recast to conform to our current presentation in our financial statements. The Company has determined that it operates as three reporting segments - North American Brokerage, One Real Title and One Real Mortgage, which comprise more than 90% of the Company’s total revenue and income (loss) from operations. The other segment, Real Wallet, is not considered a reporting segment as its revenue and net loss do not meet the quantitative threshold set for reporting segments. This segment is disclosed in the “Other Segments” category below.

 

The CODM uses revenues, gross profit and operating income (loss) as key metrics to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions. All segments follow the same basis of presentation and accounting policies as those described throughout the notes to the audited consolidated financial statements included herein. The following tables provide information about the Company’s reportable segments (in thousands).

 SCHEDULE OF OPERATING SEGMENT

   

North
American

Brokerage

    One Real
Title
    One Real
Mortgage
    Other
Segments
    Total  
    For the Three Months Ended June 30, 2025  
   

North
American

Brokerage

    One Real
Title
    One Real
Mortgage
    Other
Segments
    Total  
Revenues   $ 537,445     $ 1,346     $ 1,709     $ 247     $ 540,747  
Cost of sales     491,737       216       900       33       492,886  
Gross Profit   $ 45,708     $ 1,130     $ 809     $ 214     $ 47,861  
                                         
Operating Expenses(1)(2)     42,222       2,123       1,492       340       46,177  
Operating Income (Loss)   $ 3,486     $ (993 )   $ (683 )   $ (126 )   $ 1,684  
                                         
Reconciliation of profit or (loss) (segment profit/(loss))                                        
Other income, net                                     166  
Finance expense, net                                     (300 )
Net Income                                   $ 1,550  

 

1 Operating expenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.
2 Operating expenses includes Revenue share expense of approximately $17,644 thousand and is recorded in the North American Brokerage segment.

 

11

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

   

North
American

Brokerage

    One Real
Title
    One Real
Mortgage
    Other
Segments
    Total  
    For the Six Months Ended June 30, 2025  
   

North
American

Brokerage

    One Real
Title
    One Real
Mortgage
    Other
Segments
    Total  
Revenues   $ 889,194     $ 2,376     $ 2,785     $ 373     $ 894,728  
Cost of sales     810,986       383       1,477       85       812,931  
Gross Profit   $ 78,208     $ 1,993     $ 1,308     $ 288     $ 81,797  
                                         
Operating Expenses(1)(2)     77,623       4,411       2,792       496       85,322  
Operating Income (Loss)   $ 585     $ (2,418 )   $ (1,484 )   $ (208 )   $ (3,525 )
                                         
Reconciliation of profit or loss (segment profit/loss)                                        
Other income, net                                     288  
Finance expense, net                                     (334 )
Net Loss                                   $ (3,571 )

 

1 Operating expenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.
2 Operating expenses includes Revenue share expense of approximately $30,148 thousand and is recorded in the North American Brokerage segment.

 

   

North American

Brokerage

    One Real Title     One Real Mortgage     Total  
    For the Three Months Ended June 30, 2024  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Total  
Revenues   $ 338,574     $ 1,255     $ 949     $ 340,778  
Cost of sales     308,268       143       499       308,910  
Gross Profit   $ 30,306     $ 1,112     $ 450     $ 31,868  
                                 
Operating Expenses(1)(2)     29,983       1,641       888       32,512  
Operating Income (Loss)   $ 323     $ (529 )   $ (438 )   $ (644 )
                                 
Reconciliation of profit or (loss) (segment profit/(loss))                                
Other income, net                             57  
Finance expenses, net                             (523 )
Net Loss                           $ (1,110 )

 

1 Operating expenses includes General and administrative expenses, Marketing expenses, Research and development expenses and Settlement of Litigation.

2 Operating expenses includes Revenue share expense of approximately $12,475 thousand and is recorded in the North American Brokerage segment.

 

12

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

   

North American

Brokerage

    One Real Title     One Real Mortgage     Total  
    For the Six Months Ended June 30, 2024  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Total  
Revenues   $ 537,826     $ 2,050     $ 1,645     $ 541,521  
Cost of sales     487,736       285       873       488,894  
Gross Profit   $ 50,090     $ 1,765     $ 772     $ 52,627  
                                 
Operating Expenses(1)(2)     64,404       2,892       1,693       68,989  
Operating Loss   $ (14,314 )   $ (1,127 )   $ (921 )   $ (16,362 )
                                 
Reconciliation of profit or (loss) (segment profit/(loss))                                
Other income, net                             230  
Finance expenses, net                             (1,075 )
Net Loss                           $ (17,207 )

 

1 Operating expenses includes General and administrative expenses, Marketing expenses, Research and development expenses and Settlement of Litigation.
2 Operating expenses includes Revenue share expense of approximately $21,539 thousand and is recorded in the North American Brokerage segment.

 

Segment revenue reported above represents revenue generated from external customers. There were no intersegment sales for the three and six months ended June 30, 2025 and June 30, 2024.

 

Segment specific assets and liabilities are not disclosed in these interim condensed consolidated financial statements because the CODM is not regularly provided with that information.

 SCHEDULE OF DEPRECIATION AND AMORTIZATION

Depreciation and Amortization (in thousands):

 

    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
North American Brokerage   $ 204     $ 146       388       277  
One Real Title     168       168       336       336  
One Real Mortgage     26       26       53       53  
Other Segments                        
Total   $ 398     $ 340     $ 777     $ 666  

 

The amount of revenue from external customers, by geography, is shown in the table below (in thousands):

 SCHEDULE OF REVENUE GEOGRAPHY

    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
United States   $ 480,678     $ 296,261     $ 801,170     $ 472,750  
Canada     60,069       44,517       93,558       68,771  
Total revenue by region   $ 540,747     $ 340,778     $ 894,728     $ 541,521  

 

13

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

6. INCOME TAXES

 

The Company has not recorded any income tax expense or benefit in either the six months ended June 30, 2025 or June 30, 2024 as it has had cumulative tax losses in all jurisdictions where it conducts business. Since our inception, we have not recorded any income tax benefits for the net losses we have incurred or for our other deferred tax assets, as we believe that it is more likely than not that all of our deferred tax assets will not be realized. Accordingly, we have recorded a full valuation allowance against our net deferred tax assets.

 

In July 2025, the One Big Beautiful Bill Act (the “OBBB”) was enacted into law, extending key provisions of 2017 Tax Act. The OBBB brought back accelerated depreciation for property acquired and placed in service after January 19, 2025, and restored expensing of domestic research expenditures for years beginning after December 31, 2024. Additionally, the bill also amended the interest expenses limitation to EBITDA-based instead of EBIT, international tax provisions on global intangible low-tax income, foreign derived intangible income, and base erosion and anti-abuse tax. The company is still evaluating the impact of OBBB on our consolidated financial statements.

 

7. BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

 

Basic earnings (loss) per share is computed by dividing the income available to common shareholders for the period by the weighted average number of common shares of the Company (“Common Shares”) outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income available to common shareholders less any preferred dividends for the period by the weighted average number of Common Shares outstanding plus any potentially dilutive securities outstanding during the period. The Company uses the treasury stock method to reflect the potential dilutive effect of unvested RSUs and unexercised stock options. The Company does not pay dividends or have participating shares outstanding.

 

The following table outlines the number of Common Shares (in thousands) and basic and diluted earnings (loss) per share.

 SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE

    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Weighted-average numbers of Common Shares - basic     214,787       189,046       213,738       186,568  
Effect of Dilutive Securities:                                
RSUs     8,445       -       -       -  
Options     10,134       -       -       -  
Weighted-average numbers of Common Shares - diluted     233,366       189,046       213,738       186,568  
Earnings (Loss) per share                                
Basic earnings (loss) per share   $ 0.01     $ (0.01 )   $ (0.02 )   $ (0.09 )
Diluted earnings (loss) per share   $ 0.01     $ (0.01 )   $ (0.02 )   $ (0.09 )

 

The following potential ordinary shares (in thousands) are anti-dilutive and are therefore excluded from the weighted average number of ordinary shares for the purpose of diluted earnings per share.

 SCHEDULE OF ANTI -DILUTIVE WEIGHTED AVERAGE LOSS PER SHARE

    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Options     70       18,787       13,737       18,787  
RSU           25,551       17,010       25,551  
Total     70       44,338       30,747       44,338  

 

14

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

8. STOCK-BASED PAYMENT ARRANGEMENTS

 

A. Description of stock-based payment arrangements

 

Stock option plan (equity-settled)

 

On January 20, 2016, the Company established a stock option plan (the “Stock Option Plan”) that entitles key management personnel and employees to acquire Common Shares upon the exercise of Company options (“Options”). Under the Stock Option Plan, holders of vested Options are entitled to purchase Common Shares for the exercise price as determined at the grant date.

 

On February 26, 2022, the Company established an omnibus incentive plan providing for up to 20% of the issued and outstanding Common Shares as of the date thereof (being 35.6 million Common Shares, less RSUs and Options outstanding under other equity inventive plans) to be issued as RSUs or Options to directors, officers, employees, and consultants of the Company (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan was approved by shareholders of the Company on June 13, 2022.

 

The Company amended its Omnibus Incentive Plan (the “A&R Plan”) on July 13, 2022, and the Company’s shareholders approved the A&R Plan on June 9, 2023. Pursuant to the A&R Plan, the maximum number of Common Shares issuable pursuant to outstanding Options at any time shall be limited to 15% of the aggregate number of issued and outstanding Common Shares as of the applicable award date less the number of Common Shares issuable pursuant to Options under the A&R Plan or any other security-based compensation arrangement of the Company. In addition, the Company was authorized to grant up to 70,000,000 RSUs pursuant to the A&R Plan. The RSU limit is separate and distinct from the maximum number of Common Shares reserved for issuance pursuant to Options under the A&R Plan. No more securities are granted under the Stock Option Plan, Omnibus Incentive Plan, or A&R Plan after June 1, 2025; however, these security-based incentive compensation plans continue to govern the previously issued securities under such plans.

 

On April 14, 2025, the Company established the 2025 Stock Incentive Plan (the “2025 Plan”) and the Company’s shareholders approved the 2025 Plan on May 30, 2025. Pursuant to the 2025 Plan, the Company is authorized to issue 50,000,000 Common Shares to its directors, employees and other service providers, including agents, as stock-based compensation. The Company may grant options, restricted stock awards, restricted stock units, and other stock-based awards under the 2025 Plan.

 

Share Repurchases

 

On May 14, 2024, the Company announced that it renewed its normal course issuer bid (“NCIB”) to be transacted through the facilities of the Nasdaq Capital Market and other stock exchanges and/or alternative trading systems in the United States and/or Canada. Pursuant to the NCIB, Real was able to purchase up to approximately 9.47 million Common Shares, representing approximately 5% of the total 189 million Common Shares issued and outstanding as of May 1, 2024. The NCIB terminated May 28, 2025.

 

The NCIB was conducted to acquire Common Shares for the purposes of satisfying restricted share unit (each, an “RSU”) obligations. The Company appointed CWB Trust Services (the “Trustee”) as the trustee for the purposes of arranging the acquisition of Common Shares and to hold the Common Shares in trust for the purposes of satisfying RSU payments as well as to manage other administrative matters. RBC Capital Markets was engaged to undertake purchases under the NCIB.

 

On May 30, 2025, the Company announced a new share repurchase program, pursuant to which it may repurchase up to the lesser of 35 million shares, or $150 million in value. Purchases are made at prevailing market prices and the program has no termination date provided it continues to comply with exemptions from the issuer bid requirements of applicable Canadian securities laws at the applicable time. The program may be suspended or discontinued at any time and does not obligate the company to acquire any amount of Common Shares.

 

15

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

B. Measurement of fair value

 

The fair value of the Options has been measured using the Black-Scholes formula. The Black-Scholes model requires management to make certain assumptions including the expected life of the stock options, volatility and risk-free interest rate. Service and non-market performance conditions attached to the arrangements were not considered in measuring fair value. The inputs used in the measurement of the fair value at the grant and measurement date of options granted in the period were as follows:

 SCHEDULE OF INDIRECT MEASUREMENT OF FAIR VALUE OF SHARES GRANTED DURING PERIOD

    As of  
    June 30, 2025     June 30, 2024  
Share price   $ 5.10     $ 4.31  
Expected volatility (weighted-average)     60 %     95 %
Expected life (weighted-average)     2.46 years       10 years  
Expected dividends     %     %
Risk-free interest rate (based on US government bonds)     4.45 %     4.26 %
Weighted-average grant date fair value   $ 5.10     $ 4.31  

 

Expected volatility has been based on an evaluation of historical volatility of the Company’s share price.

 

C. Reconciliation of outstanding stock options

 

The following table outlines the number of Options (in thousands) and weighted-average exercise price:

 SCHEDULE OF NUMBER OF OPTIONS AND WEIGHTED AVERAGE EXERCISE PRICES

    As of  
    June 30, 2025     June 30, 2024  
   

Number of

Options

   

Weighted-

Average

Exercise Price

   

Number of

Options

   

Weighted-

Average

Exercise Price

 
Outstanding at beginning of year     14,991     $ 1.09       21,943     $ 0.92  
Granted     15       5.10       45       4.31  
Forfeited/ Expired     (35 )     0.84       (50 )     2.38  
Exercised     (1,234 )     0.62       (3,151 )     0.62  
Outstanding at end of period     13,737     $ 1.14       18,787     $ 0.98  
Exercisable at end of period     11,345     $ 1.04       14,270     $ 0.81  

 

The Options outstanding as of June 30, 2025 had a weighted average exercise price of $1.14 (June 30, 2024: $0.98) and a weighted-average remaining contractual life of 6.2 years (June 30, 2024: 6.9 years).

 

D. Restricted share units

 

Restricted share units

 

The Company issues RSUs to agents based on an agent meeting certain performance metrics, including successfully attracting other performing agents to the Company. Each RSU, which has a vesting term of up to 3 years and is subject to forfeiture in certain circumstances, entitles the holder to one Common Share or the equivalent cash value, as determined in the Company’s discretion. The Company recognizes expense from the issuance of these RSUs during the applicable vesting period based upon the best available estimate of the number RSUs expected to vest with a corresponding increase in additional paid-in capital. The expense recognized from the issuance of RSU awards for the three and six months ended June 30, 2025 was $3.4 million and $6.5 million, respectively. The expense recognized for the three and six months ended June 30, 2024 was $2.3 million and $4.3 million, respectively. These expenses are classified as marketing expenses.

 

16

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

Under the Company’s agent stock purchase program (“Agent Purchase Program”), agents purchase RSUs, which are not subject to forfeiture and immediately vest with a one-year restriction for exercise, using a percentage of the agent’s commission that is withheld by the Company. Each RSU entitles the holder to one Common Share, but may be settled in cash at the Company’s sole discretion in accordance with the equity plan under which the RSUs were issued. The RSUs are expensed in the period in which they are issued with a corresponding increase in equity. Each agent pays the Company 15% of commissions until the commission paid to the Company totals that agent’s “cap” amount (the “Cap”). As an incentive to participate in the Agent Purchase Program, the Company issues additional RSUs (“Bonus RSUs”) with a value of (i) 10% of the commission withheld (the percentage was previously 15%) if an agent has not met the Cap and (ii) 15% of the commission withheld (the percentage was 20% until April 1, 2025) if an agent has met the Cap. The Bonus RSUs have a one-year vesting term and are subject to forfeiture in certain circumstances. The RSUs purchased under the Agent Purchase Program are expensed to cost of sales and the Bonus RSUs are expensed to stock-based compensation expense within marketing expenses. Bonus RSUs are amortized over the vesting period with a corresponding increase in additional paid-in capital.

 

Stock compensation awards granted to full-time employees (“FTEs”) are classified as a general and administrative, research and development, or marketing expense based on the appropriate department within the condensed consolidated statements of comprehensive income (loss).

 

The Company also awards performance-based RSUs which require certain conditions, communicated within each individual award, to be met for vesting to occur. Expense related to the issuance of performance-based RSUs is recorded over the vesting period, is initially based on the fair value of the award on the grant date, and is subsequently remeasured at each reporting date based upon the probability that the performance target will be met. Remeasurement may result in the reversal of expenses previously recorded if it is determined that the performance target will not be met.

 

The following table illustrates the Company’s stock activity (in thousands of units) for the RSUs under its equity plans.

 SCHEDULE OF STOCK ACTIVITY FOR RESTRICTED SHARE UNIT PLAN

   

Restricted
Share Units

 
Balance at, December 31, 2023     27,609  
Granted     17,769  
Vested and Issued     (19,376 )
Forfeited     (1,383 )
Balance at, December 31, 2024     24,619  
Granted     10,379  
Vested and Issued     (6,963 )
Forfeited     (3,310 )
Balance at, June 30, 2025     24,725  

 

17

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

Stock-Based Compensation Expense

 

The following tables provide a detailed breakdown of the stock-based compensation expense (in thousands) as reported in the condensed consolidated statements of comprehensive income (loss).

 SCHEDULE OF BREAKDOWN OF THE STOCK-BASED COMPENSATION EXPENSE

    For the Three Months Ended  
    June 30, 2025     June 30, 2024  
    Options
Expense
    RSU
Expense
    Total     Options
Expense
    RSU
Expense
    Total  
Cost of Sales – Agent Stock-Based Compensation   $ -     $ 12,260     $ 12,260     $ -     $ 8,936     $ 8,936  
Marketing Expenses – Agent Stock-Based Compensation     56       3,422       3,478       69       2,266       2,335  
Marketing Expenses – FTE Stock-Based Compensation     -       43       43       -       1       1  
Research and Development – FTE Stock-Based Compensation     2       298       300       8       190       198  
General and Administrative – FTE Stock-Based Compensation     209       1,505       1,714       461       1,605       2,066  
Total Stock-Based Compensation   $ 267     $ 17,528     $ 17,795     $ 538     $ 12,998     $ 13,536  

 

    For the Six Months Ended  
    June 30, 2025     June 30, 2024  
    Options
Expense
    RSU
Expense
    Total     Options
Expense
    RSU
Expense
    Total  
Cost of Sales – Agent Stock-Based Compensation   $ -     $ 20,202     $ 20,202     $ -     $ 14,150     $ 14,150  
Marketing Expenses – Agent Stock-Based Compensation     125       6,468       6,593       211       4,261       4,472  
Marketing Expenses – FTE Stock-Based Compensation     -       83       83       1       4       5  
Research and Development – FTE Stock-Based Compensation     3       602       605       15       318       333  
General and Administrative – FTE Stock-Based Compensation     462       2,557       3,019       1,065       2,355       3,420  
Total Stock-Based Compensation   $ 590     $ 29,912     $ 30,502     $ 1,292     $ 21,088     $ 22,380  

 

9. INVESTMENTS

 

Available-for-Sale Securities at Fair Value

 

The following table provides a detailed breakdown of investments in financial assets (in thousands) as reported in the condensed consolidated balance sheets:

 SCHEDULE OF INVESTMENT IN AVAILABLE FOR SALE SECURITIES AT FAIR VALUE

Description   Cost or
Amortized
Cost
December 31, 2024
    Cost or
Amortized
Cost
June 30, 2025
   

Estimated
Fair

Value

December 31, 2024

   

Deposit /

(Withdraw)

   

Dividends,

Interest &

Income

   

Gross

Unrealized

Gains

   

Estimated Fair Value

June 30, 2025

 
Fixed Income   $               9,289     $ 5,069     $              9,370     $ (4,523 )   $ 222     $ 3     $ 5,072  
Investment Certificate     79       86       79       7       -       -       86  
Total   $ 9,368     $ 5,155     $ 9,449     $ (4,516 )   $ 222     $ 3     $ 5,158  

 

18

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

Investment securities are recorded at fair value. The Company’s investment securities portfolio consists primarily of debt securities issued by U.S. government agencies, local municipalities and certain corporate entities. The products in the Company’s investment portfolio have maturity dates ranging from less than one year to over 20 years.

 

The fair value of investment securities is impacted by interest rates, credit spreads, market volatility, and liquidity conditions. Net unrealized gains and losses in the portfolio are included in other comprehensive income (loss).

 

At each balance sheet date, the Company assesses available-for-sale securities in an unrealized loss position to determine whether the decline in fair value below amortized cost is a result of credit losses or other factors, whether the Company expects to recover the amortized cost of the security, the Company’s intent to sell and if it is more likely than not that the Company will be required to sell the securities before the recovery of amortized cost. For the three and six months ended June 30, 2025 and three and six months ended June 30, 2024, no allowance for credit losses was recorded.

 

Equity Investment

 

On June 30, 2025, the Company executed an agreement to acquire a 2.3% minority equity interest in Flyhomes, Inc., a real estate technology company. The Company’s total investment in Flyhomes, Inc., through preferred shares, is $2.25 million. As the fair value of the investment is not readily determinable, the Company is applying the measurement alternative under ASC 321, accounting for investment at cost, less any impairment and adjusted for observable price changes in orderly transactions for the identical or a similar investment. As of June 30, 2025, no impairment or observable price changes have been identified. The investment is classified as an investment in equity securities in the interim condensed consolidated balance sheets.

 

10. PROPERTY AND EQUIPMENT

 

Property and equipment, net consisted of the following (in thousands):

 SCHEDULE OF PROPERTY AND EQUIPMENT

    June 30, 2025     December 31, 2024  
    As of  
    June 30, 2025     December 31, 2024  
Computer hardware and software   $ 3,610     $ 3,070  
Furniture, fixture, and equipment     9       9  
Total property and equipment     3,619       3,079  
Less: accumulated depreciation     (1,295 )     (963 )
Property and equipment, net   $ 2,324     $ 2,116  

 

For the three and six months ended June 30, 2025 depreciation expense was $176 thousand and $332 thousand, respectively. For the three and six months ended June 30, 2024 depreciation expense was $117 thousand and $220 thousand, respectively.

 

11. INTANGIBLE ASSETS

 

The Company’s intangible assets are finite lived and consist primarily of acquired technology, customer relationships and other identifiable assets, which are amortized on a straight-line basis over their useful life of 5 years. Intangible assets also includes $25 thousand of indefinite-lived trademarks that are not subject to amortization but reviewed annually for impairment.

 

19

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

Reconciliation of Carrying Amounts (in thousands):

 

SCHEDULE OF RECONCILIATION OF CARRYING AMOUNTS OF INTANGIBLE ASSETS

    December 31, 2023     Additions     December 31, 2024     Additions     June 30, 2025  
Cost                                        
Indefinite-lived trademarks   $     $ 25     $ 25     $     $ 25  
Acquired Technology     1,168             1,168             1,168  
Customer Relationships     2,839             2,839             2,839  
Other     456             456             456  
Total   $ 4,463     $ 25     $ 4,488     $     $ 4,488  
                                         
Accumulated Amortization                                        
Acquired Technology   $ 398     $ 234     $ 632     $ 116     $ 748  
Customer Relationships     568       568       1,136       283       1,419  
Other     55       90       145       46       191  
Total   $ 1,021     $ 892     $ 1,913     $ 445     $ 2,358  
                                         
Carrying Amounts   $ 3,442             $ 2,575             $ 2,130  

 

The Company recorded $222 thousand and $445 thousand for the three and six months ended June 30, 2025, respectively, and $223 thousand and $446 thousand for the three and six months ended June 30, 2024, respectively.

 

As of June 30, 2025, expected amortization (in thousands) related to intangible assets will be:

 SCHEDULE OF EXPECTED AMORTIZATION RELATED TO INTANGIBLE ASSETS

Expected Amortization      
2025, excluding the six months ended June 30, 2025   $ 447  
2026     780  
2027     780  
2028     98  
2029 and thereafter      
Total   $ 2,105  

 

12. GOODWILL

 

Goodwill is recorded when the purchase price of the business exceeds the fair value of the net tangible and intangible assets acquired. In accordance with ASC 350, we evaluate goodwill for impairment on at least an annual basis in the fiscal fourth quarter or on an interim basis if an event occurs or circumstances change that indicate goodwill may be impaired. We first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If necessary, a quantitative analysis is performed to measure any impairment. The Company did not record any impairments in the periods presented. The following table is presented in thousands:

 SCHEDULE OF GOODWILL

    North American
Brokerage
    One Real Title     One Real
Mortgage
    Total  
Balance at June 30, 2025   $ 602     $ 7,670     $ 721     $ 8,993  
                                 
Accumulated Impairment Loss at June 30, 2025   $     $ 723     $     $ 723  

 

20

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

13. CAPITAL AND RESERVES

 

Common Shares

 

All Common Shares rank equally with regards to the Company’s residual assets. The following table is presented in thousands:

 SCHEDULE OF COMMON SHARES

    June 30, 2025     December 31, 2024  
    As of  
    June 30, 2025     December 31, 2024  
Common Shares, Beginning Balance     202,941       183,605  
Stock Options Exercised     1,341       5,379  
Release of Restricted Share Units     4,331       13,820  
Warrants Exercised           137  
Common Shares, Ending Balance     208,613       202,941  

 

Treasury Stock

 

Treasury Stock, which is stock held by the Trustee, is recognized at cost of purchase and presented as a deduction from equity. The following table shows the changes in treasury stock shares for the periods presented in thousands:

 SCHEDULE OF TREASURY STOCK

    As of  
    June 30, 2025     December 31, 2024  
Treasury Shares, Beginning Balance     442       175  
Repurchases of Common Shares     1,913       8,264  
Issuance of Treasury Shares     (1,863 )     (7,997 )
Treasury Shares, Ending Balance     492       442  

 

21

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

14. FINANCIAL INSTRUMENTS – FAIR VALUE

 

Items measured at fair value (in thousands):

 SCHEDULE OF FINANCIAL INSTRUMENTS

    As of  
    June 30, 2025     December 31, 2024  
    Level 1     Level 2     Level 3     Total     Level 1     Level 2     Level 3     Total  
Financial Assets Measured at Fair Value (FV)                                                                                                 
Investments in Financial Assets   $ 5,158     $ -     $ -     $ 5,158     $ 9,449     $ -     $ -     $ 9,449  
Total Financial Assets Measured at Fair Value (FV)   $ 5,158     $ -     $ -     $ 5,158     $ 9,449     $ -     $ -     $ 9,449  

 

In the periods presented there have been no transfers between Level 1, Level 2 and Level 3.

 

22

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

15. COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. Claims or regulatory actions against the Company, whether meritorious or not, could have an adverse impact on the Company due to legal costs, diversion of management resources and other elements. Except as identified with respect to the matters below, the Company does not believe that the outcome of any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on its results of operations, financial condition or overall business in each case, taken as a whole.

 

The Company may have various other contractual obligations in the normal course of operations. The Company is not materially contingently liable with respect to litigation, claims and environmental matters. Any settlement of claims in excess of amounts recorded will be charged to profit or loss as and when such determination is made.

 

In October 2023, a jury found that the National Association of Realtors (“NAR”) and several brokerage agencies had violated the antitrust laws by artificially inflating commissions through, among other things, the practice of having sellers pay both the sellers’ agents’ and the buyers’ agents’ commissions. The Company was not a party to that litigation. In March 2024, NAR announced a settlement agreement that would resolve litigation of claims brought on behalf of home sellers related to broker commissions. Pursuant to the settlement, which is subject to court approval, NAR agreed to put in place a new Multiple Listing Service (“MLS”) rule prohibiting offers of broker compensation on any MLS. In Nosalek, a similar case pending in Massachusetts (the Company is not a defendant) in which the parties have also proposed a settlement, the U.S. Department of Justice Antitrust Division (the “DOJ”) submitted a Statement of Interest objecting that the settlement did not do enough to address alleged anticompetitive practices and that the settlement should prohibit sellers from making commission offers to buyer’s brokers at all. While the DOJ withdrew its objection to the settlement in Nosalek, if the DOJ were to take action in the future to prohibit sellers from making commission offers to buyer’s brokers, it could reduce commissions to real estate agents in transactions, and could have an adverse effect on our results of operations. A similar complaint has been filed in Canada. In addition, a few complaints have been filed in U.S. courts alleging that buyers paid increased home prices as a result of the practice of sellers paying both the sellers’ agents’ and the buyers’ agents’ commissions.

 

In December 2023, the Company was named as a defendant in a putative class action lawsuit, captioned Umpa v. The National Association of Realtors, et al., which was filed in the United States District Court for the Western District of Missouri (the “Umpa Class Action”). The Umpa Class Action alleges that certain real estate brokerages, including the Company, participated in practices that resulted in inflated buyer broker commissions, in violation of federal antitrust laws. On April 7, 2024, the Company entered into a settlement agreement to resolve the Umpa Class Action on a nationwide basis. This settlement conclusively addresses all claims asserted against the Company in the Umpa Class Action, releasing the Company, its subsidiaries, and affiliated agents from these claims. The settlement does not constitute an admission of liability by the Company, nor does it concede or validate any of the claims asserted in the litigation. Pursuant to the terms of the settlement agreement, the Company paid $9.25 million into a qualified settlement fund following the court’s preliminary approval of the settlement agreement.

 

Additionally, the Company agreed to implement specific changes to its business practices. These changes include clarifications about the negotiability of commissions, prohibitions on claims that buyer agent services are free, and the inclusion of listing broker compensation offers in communications with clients. The Company also agreed to develop training materials to support these practice changes. The settlement agreement received final court approval on October 31, 2024, and will take effect following the appeals process if the appellants are unsuccessful. Certain objectors filed notice of appeal, and the appeal is pending. There were no changes to the settlement agreement between preliminary and final approval. The Company does not foresee the settlement terms having a material impact on its future operations.

 

23

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

On June 14, 2024, the Company was named as a defendant in a putative class action lawsuit, captioned Kyle Miholich v. The Real Brokerage Inc., et al., which was filed in the United States District Court for the Southern District of California (“Miholich Case”). The Miholich Case alleged that real estate agents acting as independent contractors to the Company under an Independent Contractor Agreement sent text messages that violated the federal Telephone Consumer Protection Act (“TCPA”). The Company’s policies require the independent contractor real estate agents to comply with the TCPA. In the complaint, the plaintiffs sought injunctive relief prohibiting future alleged violations of the TCPA, monetary damages for each alleged statutory violation and reimbursement of their litigation costs and attorneys’ fees. Although the Company disputed the allegations, in order to avoid the cost of litigation and without admitting liability or fault, the Company entered into a settlement agreement with the plaintiff in July 2025. The settlement did not have a significant impact on the Company’s financial results. Plaintiff dismissed the Miholich Case consistent with the terms of the agreement.

 

On April 23, 2025, the employment of Ms. Ressler, the Company’s former Chief Financial Officer, was terminated based on the Company’s opinion that she engaged in actions that violated Company policies related to personal expenses. On June 10, 2025, the Company was named as a defendant in the matter captioned Ressler v. The Real Brokerage Inc., et al., which was filed in the United States District Court for the Southern District Of New York (the “Ressler Matter”). Ms. Ressler alleges gender and pregnancy discrimination, retaliation and defamation. The Company is unable to predict the outcome of the Ressler Matter or to reasonably estimate the possible loss or range of loss, if any, arising from the claim asserted therein. The ultimate resolution of the Ressler Matter could have a material adverse effect on the Company’s financial position, results of operations, and cash flow.

 

On June 28, 2025, the Company was named as a defendant along with other brokerages in a putative class action lawsuit, captioned Cwynar v. The Real Brokerage Inc., et al., which was filed in the United States District Court Northern District of Illinois Eastern Division (the “Cwynar Class Action”). The Cwynar Class Action alleges that the defendants entered into a continuing contract, combination, or conspiracy to unreasonably restrain interstate trade and commerce in violation of Section 1 of the Sherman Act, and that misrepresentations as to the payment of brokerage commissions increased prices of homes sold due to elevated broker commissions resulting in harm to homebuyers. The Company is unable to predict the outcome of the Cwynar Class Action or to reasonably estimate the possible loss or range of loss, if any, arising from the claim asserted therein. The ultimate resolution of the Cwynar Class Action could have a material adverse effect on the Company’s financial position, results of operations, and cash flow.

 

16. SUBSEQUENT EVENTS

 

Separate from the equity investment discussed in Footnote 9 above, on July 1, 2025, the Company acquired the AI-powered consumer home search portal and related technology assets of Flyhomes, Inc. for a total purchase price of $3.25 million. The acquired assets are expected to enhance the Company’s digital offerings. We expect to account for this transaction as a business combination and are currently in the process of determining the initial purchase accounting for this transaction.

 

24

 

EX-99.3 4 ex99-3.htm EX-99.3

 

Exhibit 99.3

 

FORM 52-109F2

 

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Tamir Poleg, the Chief Executive Officer of The Real Brokerage Inc. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of THE REAL BROKERAGE INC. (the “issuer”) for the interim period ended June 30, 2025.
   
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
    
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
    
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
   
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  (i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
      
  (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.
    
5.2 N/A
   
5.3 N/A
    
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 7, 2025

 

/s/ Tamir Poleg  
Tamir Poleg  
Chief Executive Officer  

 

 

 

EX-99.4 5 ex99-4.htm EX-99.4

 

Exhibit 99.4

 

FORM 52-109F2

 

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Ravi Jani, the Chief Financial Officer of The Real Brokerage Inc. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of THE REAL BROKERAGE INC. (the “issuer”) for the interim period ended June 30, 2025.
   
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
   
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
   
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
   
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
     
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.
   
5.2 N/A
   
5.3 N/A
   
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 7, 2025

 

/s/ Ravi Jani  
Ravi Jani  
Chief Financial Officer  

 

 

 

EX-99.5 6 ex99-5.htm EX-99.5

 

Exhibit 99.5

 

The Real Brokerage Inc. Announces Second Quarter 2025 Financial Results

 

MIAMI, August 7, 2025 – The Real Brokerage Inc. (NASDAQ: REAX) (“Real” or the “Company”), a leading real estate technology platform redefining the industry through innovation and culture, announced today financial results for the second quarter ended June 30, 2025.

 

“This quarter marks a pivotal moment for Real, as we proudly announce our first-ever quarter of positive net income,” said Tamir Poleg, Real’s Chairman and Chief Executive Officer. “This milestone is a testament to the scalability of our technology and the efficiency of our operating model. We continue to make progress across our ecosystem, including expanding the utility of Real Wallet for our agents, and the significant potential unlocked by our recent acquisition of Flyhomes’ consumer home search portal. Our commitment to building a differentiated, high-value platform that attracts top talent and empowers real estate professionals positions us well for continued long-term growth and success.”

 

“While many in the industry are scaling back, Real continues to invest in our future and in the success of our agents,” said Jenna Rozenblat, Real’s Chief Operating Officer. “We’re deeply focused on enhancing every aspect of the agent experience. This includes the significant investments we are making in artificial intelligence (AI) to improve agent efficiency, as well as the forthcoming Revenue Share model enhancements, which are designed to reward both high producers and network builders, allowing them to earn even more as they achieve new milestones.”

 

“Real delivered standout financial performance in the second quarter, despite a challenging macro backdrop,” said Ravi Jani, Real’s Chief Financial Officer. “Our disciplined financial approach is clearly yielding results, and we remain focused on driving long-term shareholder value. Given our strong cash generation and confidence in our outlook, we expect to increase our pace of share repurchases in the second half of the year.”

 

Q2 2025 Operational Highlights1

 

The total value of completed real estate transactions reached $20.1 billion in the second quarter of 2025, an increase of 60% from $12.6 billion in the second quarter of 2024.

 

The total number of transactions closed was 49,282 in the second quarter of 2025, an increase of 62% from 30,367 in the second quarter of 2024.

 

The total number of agents on the platform increased to 28,034 at the end of the second quarter of 2025, an increase of 43% from the second quarter of 2024. As of August 5, 2025, approximately 29,200 agents are now on the Real platform.

 

Q2 2025 Financial Highlights

 

Revenue rose to $540.7 million in the second quarter of 2025, an increase of 59% from $340.8 million in the second quarter of 2024.

 

Gross profit reached $47.9 million in the second quarter of 2025, an increase of 50% from $31.9 million in the second quarter of 2024.

 

Net income attributable to owners of the Company improved to $1.5 million in the second quarter of 2025, compared to a net loss of $(1.1) million in the second quarter of 2024.

 

Adjusted EBITDA2 was $20.0 million in the second quarter of 2025, an improvement from $14.0 million in the second quarter of 2024.

 

Operating expenses, which include General & Administrative, Marketing, and Research and Development expenses, totaled $46.2 million in the second quarter of 2025, a 42% increase from $32.5 million in the second quarter of 2024.

 

 

1All dollar references are in U.S. dollars.

2There are references to “Adjusted EBITDA” and “Adjusted Operating Expense” in this press release, which are non-GAAP measures. See accompanying note under the heading “Non-GAAP Measures” for an explanation of the composition of these non-GAAP measures.

 

1

 

Revenue share expense, which is included in Marketing expenses, was $17.6 million in the second quarter of 2025, a 41% increase compared to $12.5 million in the second quarter of 2024.

 

Adjusted operating expenses, which reflect operating expenses less revenue share expense, stock-based compensation, depreciation, and other unique or non-cash expenses, were $22.6 million in the second quarter of 2025, an increase of 53% from $14.7 million in the second quarter of 2024.

 

Adjusted operating expense per transaction was $459 in the second quarter of 2025, a decline of 5% from $485 in the second quarter of 2024.

 

Basic and diluted earnings per share were $0.01 in the second quarter of 2025, compared to a basic and diluted loss per share of $(0.01) in the second quarter of 2024.

 

Real generated $41.0 million of cash from operating activities during the second quarter of 2025 and repurchased 0.7 million common shares for $2.7 million in the quarter.

 

Real ended the quarter with $54.8 million of unrestricted cash and equivalents and short-term investments on its balance sheet, and continues to have no debt.

 

Business Highlights and Recent Updates

 

Real Wallet Update. The Real Wallet is a financial technology platform that centralizes an agent’s access to certain Company-branded financial products.

 

Real Wallet currently includes:

 

Business checking accounts for eligible U.S. agents with Thread Bank, Member FDIC, including a Company-branded debit card.
Credit lines for eligible Canadian agents, based on their earnings history with Real.

 

As of the end of July 2025:

 

Over 3,600 Real agents are utilizing Real Wallet business checking accounts, with approximately 850 utilizing Real Wallet Tax Planning business checking accounts.
The average deposit balance held in all Real Wallet business checking and tax planning accounts was in excess of $14M.

 

Real Wallet represents a significant step in Real’s strategy to integrate fintech solutions into its platform, providing agents with greater financial flexibility.

 

Revenue Share Model Enhancements. Real announced several key changes to its Revenue Share program designed to reward agent productivity and strengthen long-term alignment. Beginning in August 2025:

 

Agents who reach their annual commission cap will automatically unlock up to Tier 3 in the Revenue Share program through their next anniversary year.
Elite Agents will unlock up to Tier 5 through their next anniversary year.
New network-size thresholds will also allow agents to unlock Revenue Share tiers based on the number of agents in their organization:

 

Tier 3 unlocks at 750 agents
Tier 4 unlocks at 1,000 agents
Tier 5 unlocks at 1,500 agents

 

These changes aim to incentivize both production and attraction, further supporting Real’s mission to help agents grow income and build long-term wealth through its platform.

 

2

 

Acquisition of Flyhomes Consumer Home Search Portal. On July 1, 2025, Real announced its acquisition of Flyhomes’ AI-powered consumer home search portal and related technology assets, representing a major step toward delivering an end-to-end, AI-driven home buying experience. In connection with the transaction:

 

The Flyhomes platform, featuring deep MLS integrations, real-time market insights, and a user-friendly interface, will be integrated into Real’s anticipated consumer-facing product, Leo for Clients. The acquisition also brings a team of experienced engineers with deep real estate and AI expertise to Real’s R&D organization.
One Real Mortgage, the mortgage broker subsidiary of Real, will offer Flyhomes’ “Buy Before You Sell” financing solution.
Real made a minority equity investment in Flyhomes to support its strategic shift toward becoming a wholesale mortgage lender.
The transaction was funded with existing cash on hand and is not expected to have a material impact on Real’s financial results.

 

The Company will discuss the second quarter results on a conference call and live webcast today at 8:00 a.m. ET.

 

Conference Call Details:

 

Date:   Thursday, August 7, 2025
     
Time:   8:00 am ET
     
Dial-in Number:  

North American Toll Free: 888-506-0062

International: 973-528-0011

     
Access Code:   969780
     
Webcast:   https://www.webcaster4.com/Webcast/Page/2699/52691

 

Replay Information:

 

Replay Number:  

North American Toll Free: 877-481-4010

International: 919-882-2331

     
Access Code:   52691
     
Replay Link:   https://www.webcaster4.com/Webcast/Page/2699/52691

 

3

 

Non-GAAP Measures

 

This news release includes references to “Adjusted EBITDA”, and “Adjusted Operating Expense”, which are non-U.S. generally accepted accounting principles (“GAAP”) financial measures. Non-GAAP measures are not recognized measures under GAAP, do not have a standardized meaning prescribed by GAAP, and are therefore unlikely to be comparable to similar measures presented by other companies.

 

Adjusted EBITDA is used as an alternative to net income by removing major non-cash items, such as depreciation, amortization, interest, stock-based compensation, current and deferred income tax expenses and other items management considers unique and/or non-operating in nature.

 

Adjusted Operating Expense is used as an alternative to operating expenses by removing major non-cash items such as stock-based compensation, depreciation, and other unique or non-cash expenses, while retaining ongoing fixed operating expenses and excluding variable cash expenses associated with revenue share.

 

Adjusted EBITDA and Adjusted Operating Expense have no direct comparable GAAP financial measures. The Company has used or included these non-GAAP measures solely to provide investors with added insight into Real’s financial performance. Readers are cautioned that such non-GAAP measures may not be appropriate for any other purpose. Non-GAAP measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Our Adjusted EBITDA is reconciled to the most comparable GAAP measure for the three and six months ended June 30, 2025 and 2024 and is presented in the table below labeled Reconciliation of Net Loss to Adjusted EBITDA. Our Adjusted Operating Expense reconciled to the most comparable GAAP measure is presented for the three and six months ended June 30, 2025 and on a quarterly basis for the prior two fiscal years in the table below labeled Reconciliation of Operating Expense to Adjusted Operating Expense.

 

4

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of U.S. dollars)

Unaudited

 

    As of  
    June 30, 2025     December 31, 2024  
ASSETS            
CURRENT ASSETS                
Cash and cash equivalents   $ 49,614     $ 23,376  
Restricted cash     46,302       24,089  
Investments in financial assets     5,158       9,449  
Trade receivables     26,821       14,235  
Other receivables     51       117  
Short-term financing receivables, net     72       -  
Prepaid expenses and deposits     1,572       1,645  
TOTAL CURRENT ASSETS   $ 129,590     $ 72,911  
NON-CURRENT ASSETS                
Intangible assets, net     2,130       2,575  
Goodwill     8,993       8,993  
Property and equipment, net     2,324       2,116  
Investment in equity securities   2,250     -  
Long-term financing receivables, net     4,146       -  
TOTAL NON-CURRENT ASSETS   $ 19,843     $ 13,684  
TOTAL ASSETS   $ 149,433     $ 86,595  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES                
Accounts payable     1,251       1,374  
Accrued liabilities     48,068       25,939  
Customer deposits     46,302       24,089  
Other payables     4,843       3,050  
TOTAL CURRENT LIABILITIES   $ 100,464     $ 54,452  
TOTAL LIABILITIES   $ 100,464     $ 54,452  
                 
EQUITY                
EQUITY ATTRIBUTABLE TO OWNERS                
Common Shares, no par value, unlimited Common Shares authorized, 208,613 Shares issued and 208,121 outstanding at June 30, 2025; and 202,941 Shares issued and 202,499 outstanding at December 31, 2024     -       -  
Additional paid-in capital     158,827       138,639  
Accumulated deficit     (108,201 )     (104,746 )
Accumulated other comprehensive income     582       708  
Treasury shares, at cost, 492 and 442 Common Shares at June 30, 2025 and December 31, 2024, respectively     (2,021 )     (2,455 )
EQUITY ATTRIBUTABLE TO OWNERS   $ 49,187     $ 32,146  
Non-controlling interests     (218 )     (3 )
TOTAL EQUITY   $ 48,969     $ 32,143  
TOTAL LIABILITIES AND EQUITY   $ 149,433     $ 86,595  

 

5

 

THE REAL BROKERAGE INC.

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Expressed in thousands of U.S. dollars, except for per share amounts)

Unaudited

 

    Three Months Ended June 30,     Six Months Ended June 30,  
    2025     2024     2025     2024  
Revenues   $ 540,747     $ 340,778     $ 894,728     $ 541,521  
Cost of Sales     492,886       308,910       812,931       488,894  
Gross Profit   $ 47,861     $ 31,868       81,797       52,627  
                                 
General and administrative expenses     18,900       14,015       36,416       26,151  
Marketing expenses     23,284       15,889       40,981       28,518  
Research and development expenses     3,993       2,608       7,925       5,070  
Settlement of litigation                       9,250  
Operating Expenses   $ 46,177     $ 32,512       85,322       68,989  
Operating Income (Loss)   $ 1,684     $ (644 )     (3,525 )     (16,362 )
                                 
Other income, net     166       57       288       230  
Finance expenses, net     (300 )     (523 )     (334 )     (1,075 )
Net Income (Loss)   $ 1,550     $ (1,110 )     (3,571 )     (17,207 )
Net income (loss) attributable to non-controlling interests     38       105       (116 )     105  
Net Income (Loss) Attributable to the Owners of the Company   $ 1,512     $ (1,215 )     (3,455 )     (17,312 )

Other comprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:

                               
Unrealized gain (loss) on investments in financial assets     (9 )     51       3       94  
Foreign currency translation adjustment     (8 )     376       (129 )     495  
Total Comprehensive Income (Loss) Attributable to Owners of the Company   $ 1,495     $ (788 )     (3,581 )     (16,723 )
Total Comprehensive Income (Loss) Attributable to Non-Controlling Interest     38       105       (116 )     105  
Total Comprehensive Income (Loss)   $ 1,533     $ (683 )     (3,697 )     (16,618 )
Earnings (Loss) per share                                
Basic earnings (loss) per share   $ 0.01     $ (0.01 )     (0.02 )     (0.09 )
Diluted earnings (loss) per share   $ 0.01     $ (0.01 )   $ (0.02 )   $ (0.09 )
Weighted-average shares, basic     214,787       189,046       213,738       186,568  
Weighted-average shares, diluted     233,366       189,046       213,738       186,568  

 

6

 

THE REAL BROKERAGE INC.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

(U.S. dollar in thousands)

Unaudited

 

    Three Months Ended June 30,     Six Months Ended June 30,  
    2025     2024     2025     2024  
OPERATING ACTIVITIES                                
Net Income (Loss)   $ 1,550     $ (1,110 )   $ (3,571 )   $ (17,207 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                                
Depreciation and amortization     398       340       777       666  
Equity-settled stock-based payment     17,795       13,536       30,502       22,380  
Finance costs     62       71       (87 )     200  
Change in fair value of warrants liability     -       200       -       471  
Changes in operating assets and liabilities:                                
Funds held in restricted escrow account     -       (9,250 )     -       (9,250 )
Trade receivables     (10,031 )     (9,096 )     (12,586 )     (12,190 )
Other receivables     3       34       66       7  
Short-term and long-term financing receivables, net     (1,249 )     -       (4,218 )     -  
Prepaid expenses and deposits     (39 )     (319 )     73       591  
Accounts payable     324       103       (123 )     625  
Accrued liabilities     14,496       12,415       22,129       20,255  
Customer deposits     16,043       8,684       22,213       20,176  
Other payables     1,666       362       1,793       10,726  
NET CASH PROVIDED BY OPERATING ACTIVITIES   $ 41,018     $ 15,970     $ 56,968     $ 37,450  
                                 
INVESTING ACTIVITIES                                
Purchase of property and equipment     (255 )     (501 )     (540 )     (597 )
Purchase of investment in equity securities     (2,250 )     -       (2,250 )     -  
Purchase of financial assets     (109 )     (1,542 )     (1,459 )     (1,713 )
Proceeds from sale of financial assets     5,496       5,730       5,753       5,752  
NET CASH PROVIDED BY INVESTING ACTIVITIES   $ 2,882     $ 3,687     $ 1,504     $ 3,442  
FINANCING ACTIVITIES                                
Purchase of common shares for Restricted Share Unit (RSU) Plan     (2,708 )     (10,603 )     (8,830 )     (15,226 )
Payment of employee taxes on certain share-based arrangements     (498 )     (420 )     (1,711 )     (741 )
Proceeds from exercise of stock options     351       3,010       661       3,623  
Distributions to non-controlling interest     (23 )     (14 )     (99 )     (52 )
NET CASH USED IN FINANCING ACTIVITIES   $ (2,878 )   $ (8,027 )   $ (9,979 )   $ (12,396 )
                                 
Net change in cash, cash equivalents and restricted cash     41,022       11,630       48,493       28,496  
Cash, cash equivalents and restricted cash, beginning of period     54,965       44,512       47,465       27,655  
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash     (71 )     298       (42 )     289  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE   $ 95,916     $ 56,440     $ 95,916     $ 56,440  
                                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES                                
Warrants exercised     -       377       -       377  

 

7

 

THE REAL BROKERAGE INC.

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(Expressed in thousands of U.S. dollars)

Unaudited

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Net Income (Loss)   $ 1,550     $ (1,110 )   $ (3,571 )   $ (17,207 )
Add/(Deduct):                                
Finance expenses, net     300       899       334       1,570  
Depreciation and Amortization     398       340       777       666  
Stock-Based Compensation     17,795       13,536       30,502       22,380  
Restructuring Expenses     -       -       250       -  
Expenses related to Anti-Trust Litigation Settlement     -       369       27       10,226  
Adjusted EBITDA   $ 20,043     $ 14,034     $ 28,319     $ 17,635  

 

8

 

THE REAL BROKERAGE INC.

BREAKOUT OF REVENUE BY SEGMENT

(Expressed in thousands of U.S. dollars)

Unaudited

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Main revenue streams                                
Commissions     537,445       338,574       889,194       537,826  
Title     1,346       1,255       2,376       2,050  
Mortgage Income     1,709       949       2,785       1,645  
Wallet     247             373        
Total Revenue   $ 540,747     $ 340,778       894,728       541,521  

 

9

 

THE REAL BROKERAGE INC.

RECONCILIATION OF OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE BY QUARTER

(Expressed in thousands of U.S. dollars)

Unaudited

 

    2023     2024     2025  
    Q2     Q3     Q4     Q1     Q2     Q3     Q4     Q1     Q2  
Operating Expense     21,499       22,742       26,796       36,477       32,512       34,607       36,371       39,145       46,177  
Less: Revenue Share Expense     7,684       7,946       6,840       9,064       12,475       11,651       9,537       12,504       17,644  
Revenue Share Expense (% of revenue)     4.1 %     3.7 %     3.8 %     4.5 %     3.7 %     3.3 %     2.7 %     3.5 %     3.3 %
Less:                                                                        
Stock-Based Compensation - Employees     1,214       285       6,543       1,493       2,265       3,139       3,405       1,651       2,056  
Stock-Based Compensation - Agent     1,640       2,769       1,830       2,137       2,335       2,665       2,940       3,115       3,478  
Depreciation and Amortization Expense     284       277       298       326       340       358       372       379       398  
Restructuring Expense     44       80       58                               250        
Expenses Related to Anti-Trust Litigation Settlement                       9,857       369       33       118       27        
Subtotal     3,182       3,411       8,729       13,813       5,309       6,195       6,835       5,422       5,932  
Adjusted Operating Expense1     10,633       11,385       11,227       13,600       14,728       16,761       19,998       21,219       22,601  
Adjusted Operating Expense (% of revenue)     5.7 %     5.3 %     6.2 %     6.8 %     4.3 %     4.5 %     5.7 %     6.0 %     4.2 %

 

1Adjusted operating expense excludes revenue share, stock-based compensation, depreciation and other non-recurring or non-cash expenses.

 

10

 

THE REAL BROKERAGE INC.

KEY PERFORMANCE METRICS BY QUARTER

(Dollar amounts expressed in U.S. dollars)

Unaudited

 

    2023     2024     2025  
    Q2     Q3     Q4     Q1     Q2     Q3     Q4     Q1     Q2  
Transaction Data                                                                        
Closed Transaction Sides     17,537       20,397       17,749       19,032       30,367       35,832       35,370       33,617       49,282  
Total Value of Home Side Transactions ($, billions)     7.0       8.1       6.8       7.5       12.6       14.4       14.6       13.5       20.1  
Median Home Sales Price ($, thousands)   $ 369     $ 370     $ 355     $ 372     $ 384     $ 383     $ 380     $ 380     $ 387  
Agent Metrics                                                                        
Total Agents     11,500       12,175       13,650       16,680       19,540       21,770       24,140       26,870       28,034  
Agent Churn Rate (%)     6.5       10.8       6.2       7.9       7.5       7.3       6.8       8.7       9.4  
Revenue Churn Rate (%)     3.8       4.5       4.9       1.9       1.6       2.0       1.8       2.5       1.9  
Headcount and Efficiency Metrics                                                                        
Full-Time Employees     145       162       159       151       231       240       264       410       429  
Full-Time Employees, Excluding One Real Title and One Real Mortgage     102       120       118       117       142       155       178       307       324  
Headcount Efficiency Ratio1     1:113       1:101       1:116       1:143       1:138       1:140       1:136       1:88       1:87  
Revenue Per Full Time Employee ($, thousands)2   $ 1,817     $ 1,789     $ 1,537     $ 1,716     $ 2,400     $ 2,403     $ 1,970     $ 1,153     $ 1,669  
Operating Expense Excluding Revenue Share ($, thousands)3   $ 13,815     $ 14,796     $ 19,956     $ 27,413     $ 20,037     $ 22,956     $ 26,835     $ 26,641     $ 28,533  
Operating Expense Per Transaction Excluding Revenue Share ($)4   $ 788     $ 725     $ 1,124     $ 1,440     $ 660     $ 641     $ 759     $ 792     $ 579  
Adjusted Operating Expense ($, thousands)5   $ 10,633     $ 11,385     $ 11,226     $ 13,600     $ 14,728     $ 16,761     $ 19,998     $ 21,219     $ 22,601  
Adjusted Operating Expense Per Transaction ($)   $ 606     $ 558     $ 632     $ 715     $ 485     $ 468     $ 565     $ 631     $ 459  

 

1Defined as the ratio of full-time brokerage employees (excluding One Real Title and One Real Mortgage employees) to the number of agents on our platform

2Reflects total company revenue divided by full-time brokerage employees (excludes One Real Title and One Real Mortgage employees)

3Defined as total operating expenses per the Company’s statement of comprehensive loss, less revenue share disclosed in the Company’s expense by nature footnote disclosure in the Financial Statements

4Defined as operating expense excluding revenue share, divided by closed transaction sides

5Adjusted operating expense excludes revenue share, stock-based compensation, depreciation and other non-recurring or non-cash expenses.

 

11

 

Forward-Looking Information

 

This press release contains forward-looking information within the meaning of applicable Canadian and United States securities laws. Forward-looking information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof. Forward-looking information in this press release includes, without limiting the foregoing, information relating to Real’s expectation regarding increasing the number of agents, revenue growth and profitability and the business, strategic plans of Real and expectations regarding Real Wallet and Leo for Clients, including their anticipated features.

 

Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to Real’s business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Real considers these assumptions to be reasonable in the circumstances. However, forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking information. Important factors that could cause such differences include, but are not limited to, slowdowns in real estate markets, economic and industry downturns, Real’s ability to attract new agents and retain current agents, Real’s inability to successfully launch new products and features, including Real Wallet and Leo for Clients and those risk factors discussed under the heading “Risk Factors” in the Company’s Annual Information Form dated March 6, 2025, and “Risks and Uncertainties” in the Company’s Quarterly Management’s Discussion and Analysis for the period ended June 30, 2025, copies of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca.

 

These factors should be carefully considered and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Real cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Real assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

 

About Real

 

Real (NASDAQ: REAX) is a real estate experience company working to make life’s most complex transaction simple. The fast-growing company combines essential real estate, mortgage and closing services with powerful technology to deliver a single seamless end-to-end consumer experience, guided by trusted agents. With a presence in all 50 states throughout the U.S. and Canada, Real supports over 29,000 agents who use its digital brokerage platform and tight-knit professional community to power their own forward-thinking businesses. Additional information can be found on its website at www.onereal.com.

 

The Real Brokerage is a real estate technology company and is not a bank. Banking services are provided by Thread Bank, Member FDIC. The Real Wallet Visa debit card is issued by Thread Bank, Member FDIC, pursuant to a license from Visa U.S.A. Inc. and may be used anywhere Visa cards are accepted.

 

Contact Information

 

For additional information, please contact:

Loren Irwin

Director, Investor Relations and Financial Reporting

investors@therealbrokerage.com

908.280.2515

 

For media inquiries, please contact:

 

Elisabeth Warrick

Senior Director, Marketing, Communications & Brand

elisabeth@therealbrokerage.com

201.564.4221

 

12