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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 October 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and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.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 October 30, 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 September 30, 2025
     
99.2   Unaudited Interim Condensed Consolidated Financial Statements for the period ended September 30, 2025
     
99.3   Certificate of Interim Filings CEO dated October 30, 2025
     
99.4   Certificate of Interim Filings CFO dated October 30, 2025
     
99.5   Press Release dated October 30, 2025 - The Real Brokerage Inc. Announces Third Quarter 2025 Financial Results

 

 

 

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

 

Exhibit 99.1

 

 

 

 

TABLE OF CONTENTS

 

Introduction 1
   
Caution Regarding Forward-Looking Information 2-3
   
Risks and Uncertainties 4
   
Significant Accounting Policies and Other Explanatory Information 4
   
Business Overview and Third Quarter 2025 Financial Highlights 5
   
Summary of Quarterly Information 6-8
   
Presentation of Financial Information and Non-GAAP Measures 9
   
Summary Results from Operations 10-11
   
Discussion of Results from Operations 12-16
   
Outstanding Share Data 17
   
Business Segment Information 18-21
   
Financial Instruments 22-23
   
Liquidity and Capital Resources 23-26
   
Disclosure Controls and Procedures and Internal Control Over Financial Reporting 26-27
   
Legal Proceedings 27
   
Recent Developments 27-28
   
Other Events 28
   
Corporate Information 28
   
Additional Information 28

 

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

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

 

October 30, 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 September 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 September 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 SEPTEMBER 30, 2025 AND 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, including expectations regarding the growth of its ancillary services, One Real Title, One Real Mortgage and Real Wallet;
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;
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, or unfavorable interpretations of existing laws by regulators, 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;

 

2

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

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 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 maintain cash balances and generate cash sufficient to satisfy our operating requirements;
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 SEPTEMBER 30, 2025 AND 2024

 

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&As for the interim periods ended March 31, 2025 and June 30, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com and EDGAR under the Company’s profile at www.sec.gov, 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 could be subject to unexpected tax liabilities.

 

The Company has provisions and reserves for taxes that we believe are sufficient to reflect our future tax obligations. However, it is possible that a taxing authority will successfully assert that we owe taxes that we do not believe that we owe and for which we do not have a provision or reserves. If the additional taxes are material, it could have a material adverse impact on our operating results and financial condition.

 

We may be exposed to lending, liquidity, concentration, and regulatory risks in our Real Wallet Capital business.

 

We launched our Real Wallet Capital business in certain U.S. states in October 2025, and earlier in the year in certain Canadian provinces. Through Real Wallet Capital, the Company makes business loans to real estate agents that are affiliated with the Company or its affiliates. The loans are made from the Company’s balance sheet. Real Wallet Capital is a new business for the Company, and the Company may not receive expected returns from the loans. Borrowers may default on amounts owed or file for bankruptcy and the Company may have limited recourse or recovery. Because Real Wallet Capital loans are funded from the Company’s balance sheet, this activity may reduce liquidity available for other corporate uses. In addition, loan concentrations among agents affiliated with the Company and exposure to the real estate industry may increase the risk of correlated defaults during market downturns.

 

The Company is operating in a complex legal and regulatory environment with Real Wallet Capital. There is no assurance that we will be able to comply with all applicable lending, licensing or disclosure requirements across jurisdictions, in an industry in which we have no prior experience, or that regulators will not later interpret these requirements in a manner adverse to the Company. An examination or enforcement action could result in penalties, increased compliance costs or restrictions on our ability to operate. Further, changes in interest rates, credit market conditions, or the valuation of our loan portfolio could negatively affect yields, borrower performance, and the carrying value of our loans. Because this business involves lending to affiliated agents, any defaults or disputes could also negatively affect agent relationships and the Company’s reputation.

 

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.

 

4

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

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 five 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.

 

For further details on the Company’s business and strategy, see “Business Overview and Strategy” 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 and on EDGAR under the Company’s profile at www.sec.gov, as incorporated in our 2024 Form 40-F. There have been no material changes to our business and strategy for the three and nine months ended September 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.

 

THIRD QUARTER FINANCIAL HIGHLIGHTS

 

The total value of completed real estate transactions was $21.4 billion in the third quarter of 2025, representing a 49% increase compared to $14.4 billion in the third quarter of 2024.
   
The total number closed transaction sides grew 49% year-over-year to 53,512 in the third quarter of 2025, an increase from 35,832 in the third quarter of 2024.
   
The total number of agents on the platform increased to 30,183 at the end of the third quarter of 2025, an increase of 39% from the third quarter of 2024.
   
Revenue rose to $568.5 million for the three months ended September 30, 2025, an increase of 53% from $372.5 million for the three months ended September 30, 2024.
   
Gross profit reached $44.9 million for the three months ended September 30, 2025, an increase of 40% from $32.1 million for the three months ended September 30, 2024.
   
Operating expenses, which include general & administrative, marketing, and research and development expenses, totaled $45.3 million for the three months ended September 30, 2025, an increase of 31% from $34.6 million for the three months ended September 30, 2024.
   
Net loss was $(0.3) million for the three months ended September 30, 2025, compared to a net loss of $(2.5) million for the three months ended September 30, 2024.
   
Adjusted EBITDA was $20.4 million for the three months ended September 30, 2025, compared to Adjusted EBITDA of $13.3 million for the three months ended September 30, 2024.
   
As of September 30, 2025, cash and cash equivalents and investments in financial assets totaled $55.8 million, compared to $32.8 million as of December 31, 2024.

 

5

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 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 September 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  
    Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
Revenue   $ 568,549     $ 540,747     $ 353,981     $ 350,630     $ 372,488     $ 340,778     $ 200,743     $ 181,341     $ 214,640  
Cost of Sales     523,692       492,886       320,045       320,645       340,359       308,910       179,984       165,810       195,865  
Gross Profit   $ 44,857     $ 47,861     $ 33,936     $ 29,985     $ 32,129     $ 31,868     $ 20,759     $ 15,531     $ 18,775  
General and Administrative Expenses     19,584       18,900       17,516       18,632       16,301       14,015       12,136       15,387       9,234  
Marketing Expenses     21,034       23,284       17,697       13,698       15,261       15,889       12,629       9,084       11,577  
Research and Development Expenses     4,712       3,993       3,932       4,042       3,045       2,608       2,462       2,325       1,931  
Settlement of Litigation     -       -       -       -       -       -       9,250       -       -  
Operating Expenses   $ 45,330     $ 46,177     $ 39,145     $ 36,372     $ 34,607     $ 32,512     $ 36,477     $ 26,796     $ 22,742  
Operating Income (Loss)   $ (473 )   $ 1,684     $ (5,209 )   $ (6,386 )   $ (2,478 )   $ (644 )   $ (15,718 )   $ (11,265 )   $ (3,967 )
Other Income (Expenses), net     365       166       122       (115 )     (151 )     (57 )     (173 )     693       (38 )
Finance Income (Expenses), net     (83 )     (300 )     34       434       214       523       552       32       10  
Income (Loss) Before Tax     (191 )     1,550       (5,121 )     (6,705 )     (2,541 )     (1,110 )     (16,097 )     (11,990 )     (3,939 )
Tax Expense     89       -       -       -       -       -       -       -       -  
Net Income (Loss)     (280 )     1,550       (5,121 )     (6,705 )     (2,541 )     (1,110 )     (16,097 )     (11,990 )     (3,939 )
Non-controlling Interest     167       38       154       62       (45 )     (105 )     -       26       (85 )
Income (Loss) Attributable to the Owners of the Company   $ (447 )   $ 1,512     $ (4,967 )   $ (6,643 )   $ (2,586 )   $ (1,215 )   $ (16,097 )   $ (11,964 )   $ (4,024 )
Other Comprehensive Income (Loss):                                                                        
Unrealized Gains (Losses) on Available for Sale Investment Portfolio     (131 )     (9 )     12       (16 )     3       51       43       116       79  
Foreign Currency Translation Adjustment     (59 )     (8 )     (121 )     529       (230 )     376       119       (38 )     (52 )
Comprehensive Income (Loss)   $ (637 )   $ 1,495     $ (5,076 )   $ (6,130 )   $ (2,813 )   $ (788 )   $ (15,935 )   $ (11,886 )   $ (3,997 )
Adjusted EBITDA Reconciliation:                                                                        
Net Income (Loss)   $ (280 )   $ 1,550     $ (5,121 )   $ (6,705 )   $ (2,541 )   $ (1,110 )   $ (16,097 )   $ (11,990 )   $ (3,939 )
Finance Costs     83       300       34       169       (16 )     899       671       (6 )     (42 )
Depreciation, Amortization, and Tax Expense     656       398       379       372       358       340       326       298       277  
Stock-Based Compensation     19,912       17,795       12,707       15,119       15,417       13,536       8,844       19,423       7,144  
Goodwill Impairment     -       -       -       -       -       -       -       723       -  
Restructuring Expense     -       -       250       -       -       -       -       58       80  
Expenses related to Anti-Trust Litigation Settlement     -       -       27       118       33       369       9,857       -       -  
Adjusted EBITDA   $ 20,371     $ 20,043     $ 8,276     $ 9,073     $ 13,251     $ 14,034     $ 3,601     $ 8,506     $ 3,520  
Basic Earnings (Loss) per Share   $ (0.002 )   $ 0.007     $ (0.024 )   $ (0.033 )   $ (0.013 )   $ (0.006 )   $ (0.087 )   $ (0.066 )   $ (0.022 )
Diluted Earnings (Loss) per Share   $ (0.002 )   $ 0.007     $ (0.024 )   $ (0.033 )   $ (0.013 )   $ (0.006 )   $ (0.087 )   $ (0.066 )   $ (0.022 )

 

6

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

QUARTERLY REVENUE PERFORMANCE BY CATEGORY

 

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

 

    2025     2024     2023  
    Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
Commissions     565,307       537,445       351,749       348,083       369,890       338,574       199,252       180,417       213,319  
Commissions – YoY QTR     53 %     59 %     77 %     93 %     73 %     84 %     86 %     89 %     92 %
Title Revenue     1,307       1,346       1,030       1,338       1,400       1,255       795       480       964  
Title Revenue – YoY QTR     (7 )%     7 %     30 %     179 %     45 %     32 %     33 %     1 %     99 %
Mortgage Revenue     1,758       1,709       1,076       1,167       1,198       949       696       444       357  
Mortgage Revenue – YoY QTR     47 %     80 %     55 %     163 %     236 %     162 %     427 %     2237 %      - %
Wallet Revenue     177       247       126       42       -       -       -       -       -  
Wallet Revenue - YoY QTR     - %      - %      - %      - %      - %      - %      - %      - %      - %
Total Revenue     568,549       540,747       353,981       350,630       372,488       340,778       200,743       181,341       214,640  
Total Revenue – YoY QTR     53 %     59 %     76 %     93 %     74 %     84 %     86 %     89 %     92 %

 

Quarterly Revenue and Gross Margin Trends

 

Our revenue has continued to grow over the last eight quarters, driven primarily by the expansion of our agent base, and the resulting increase in closed transaction volume. Contributions from Title, Mortgage and Wallet businesses have also increased, though they remain a smaller portion of overall revenue.

 

Our gross margin percentage has fluctuated quarter to quarter, reflecting transaction mix, contributions from our ancillary services, and the proportion of agents who have reached their annual commission cap. Over time, we expect contributions from ancillary services to improve our gross margin.

 

Quarterly Operating Expense Trends

 

Operating expenses have generally increased in line with agent and transaction growth, as we continue to invest in technology, support functions, and headcount. Expenses in Q1 2024 reflect the $9.25 million settlement of the Umpa class action lawsuit, as described in Note 15 of our Q3 2025 interim condensed consolidated financial statements.

 

7

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

QUARTERLY KEY PERFORMANCE METRICS

 

The Company tracks the results of our operations and certain key performance metrics related to our business and the real estate industry to evaluate performance, make strategic decisions, and allocate resources. The following table presents these metrics for the last nine quarters:

 

    2025     2024     2023  
Key Performance Metrics   Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
Closed Transaction Sides1     53,512       49,282       33,617       35,370       35,832       30,367       19,032       17,749       20,397  
Total Value of Home Side Transactions ($, billions)2     21.4       20.1       13.5       14.6       14.4       12.6       7.5       6.8       8.1  
Median Home Sale Price ($, thousands)3     390       387       380       380       383       384       372       355       370  
                                                                         
Total Agents4     30,183       28,034       26,870       24,140       21,770       19,540       16,680       13,650       12,175  
Agent Churn Rate (%)5     4.9       9.4       8.7       6.8       7.3       7.5       7.9       6.2       10.8  
Revenue Churn Rate (%)6     1.4       1.9       2.5       1.8       2.0       1.6       1.9       4.9       4.5  
                                                                         
Full-Time Employees7     439       429       410       264       240       231       151       159       162  
Full-Time Employees, Excluding One Real Title and One Real Mortgage8     340       324       307       178       155       142       117       118       120  
Headcount Efficiency Ratio9     1:89       1:87       1:88       1:136       1:140       1:138       1:143       1:116       1:101  
Revenue Per Full Time Employee ($, thousands)10     1,672       1,669       1,153       1,970       2,403       2,400       1,716       1,537       1,789  
Operating Expense Excluding Revenue Share ($, thousands)11     29,592       28,534       26,641       26,835       22,956       20,037       27,413       19,956       14,796  
Operating Expense Excluding Revenue Share Per Transaction ($)12     555       579       792       759       641       660       1,440       1,124       725  

 

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

2 Represents the U.S. dollar value of all sale, lease and purchase transactions closed by our agents during the period.

3 Represents the median price (in USD) of homes sold or purchased by our agents during the period, based on closed transactions.

4 Represents the total number of agents affiliated with Real at the end of the period.

5 Represents the rate at which agents left our platform during the period, calculated as the number of churned agents during the period divided by the total agent base at the beginning of the period.

6 A supplementary financial measure, calculated as the percentage of revenue lost from agents who churned during the period, calculated as commission revenue generated by churned agents during the last six months divided by total Company commissions revenue for the last six months.

7 Represents the total number of full-time employees of the Company at period end.

8 Represents the total number of full-time employees of the Company excluding employees of One Real Title and One Real Mortgage.

9 Represents 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 non-GAAP measure, calculated as total operating expenses per the Financial Statements, less revenue share expense. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this MD&A.

12 A non-GAAP measure, calculated as operating expense excluding revenue share, divided by the number of closed transaction sides. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this MD&A.

 

8

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES

 

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 and ratios

 

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

 

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 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-based compensation 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 unique, non-recurring or 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.

 

Operating Expense Excluding Revenue Share

 

Operating expense excluding revenue share is used as an alternative to operating expenses by removing variable cash expenses associated with revenue share expenses, which is a component of marketing expense. Management believes that Operating Expense Excluding Revenue Share provides investors with useful insight into Real’s underlying fixed and discretionary cost base by removing a variable expense that scales with revenue.

 

A reconciliation of operating expense excluding revenue share to operating expense is presented below (in thousands):

 

    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2025     2024     2025     2024  
Operating Expense   $ 45,330     $ 34,607     $ 130,652     $ 103,596  
Less:                                
Revenue Share     15,738       11,651       45,886       33,190  
Operating Expense Excluding Revenue Share   $ 29,592     $ 22,956     $ 84,766     $ 70,406  

 

Operating Expense Excluding Revenue Share Per Transaction

 

Operating expense excluding revenue share per transaction is a ratio calculated as operating expense excluding revenue share, divided by the number of closed transaction sides. Management uses this metric to evaluate operating efficiency and cost scalability on a per-transaction basis. Management and investors can use this metric to assess whether Real is achieving greater operating leverage as transaction volume grows.

 

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 and EDGAR under the Company’s profile at www.sec.gov, 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 nine months ended September 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.

 

9

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

SUMMARY RESULTS FROM OPERATIONS

 

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

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
Revenues   $ 568,549     $ 372,488     $ 1,463,277     $ 914,009  
Cost of Sales     523,692       340,359       1,336,623       829,253  
Gross Profit   $ 44,857     $ 32,129     $ 126,654     $ 84,756  
                                 
General and administrative expenses     19,584       16,301       56,000       42,452  
Marketing expenses     21,034       15,261       62,015       43,779  
Research and development expenses     4,712       3,045       12,637       8,115  
Settlement of litigation     -       -       -       9,250  
Operating Expenses   $ 45,330     $ 34,607     $ 130,652     $ 103,596  
Operating Loss   $ (473 )   $ (2,478 )   $ (3,998 )   $ (18,840 )
                                 
Other income, net     365       151       653       381  
Finance expenses     (83 )     (214 )     (417 )     (1,289 )
Loss Before Tax   $ (191 )   $ (2,541 )   $ (3,762 )   $ (19,748 )
Tax Expense     89       -       89       -  
Net Loss   $ (280 )   $ (2,541 )   $ (3,851 )   $ (19,748 )
Net income (loss) attributable to non-controlling interests     167       (45 )     51       (150 )
Net Loss Attributable to the Owners of the Company   $ (447 )   $ (2,586 )   $ (3,902 )   $ (19,898 )
Other comprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:                                
Unrealized gain (loss) on investments in financial assets     (131 )     3       (128 )     97  
Foreign currency translation adjustment     (59 )     (230 )     (188 )     265  
Total Comprehensive Loss Attributable to Owners of the Company   $ (637 )   $ (2,813 )   $ (4,218 )   $ (19,536 )
Total Comprehensive Income (Loss) Attributable to Non-Controlling Interest     167       (45 )     51       (150 )
Total Comprehensive Loss   $ (470 )   $ (2,768 )   $ (4,167 )   $ (19,386 )
Earnings (Loss) per share                                
Basic loss per share   $ (0.00 )   $ (0.01 )   $ (0.02 )   $ (0.11 )
Diluted loss per share   $ (0.00 )   $ (0.01 )   $ (0.02 )   $ (0.11 )
Weighted-average shares, basic     218,996       196,668       216,262       188,864  
Weighted-average shares, diluted     218,996       196,668       216,262       188,864  

 

Basic and diluted earnings (loss) per share are calculated based on weighted average of the common shares of the Company (“Common Shares”) outstanding during the period.

 

10

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

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

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     % Change     2025     2024     % Change  
Cost of Sales   $   523,692     $ 340,359       54 %   $ 1,336,623     $ 829,253       61 %
                                                 
Operating Expenses                                                
General and Administrative Expenses     19,584       16,301       20 %     56,000       42,452       32 %
Salaries and Benefits     9,753       7,314       33 %     29,213       19,748       48 %
Stock-Based Compensation for Employees     3,040       2,825       8 %     6,059       6,245       (3 )%
Administrative Expenses     758       1,066       (29 )%     2,871       2,835       1 %
Professional Fees     4,500       3,917       15 %     13,700       10,339       33 %
Depreciation and Amortization Expense     567       358       58 %     1,344       1,024       31 %
Other     966       821       18 %     2,813       2,261       24 %
Marketing Expenses     21,034       15,261       38 %     62,015       43,779       42 %
Salaries and Benefits     452       279       62 %     1,255       721       74 %
Stock-Based Compensation for Employees     43       6       617 %     126       11       1045 %
Stock-Based Compensation for Agents     3,935       2,665       48 %     10,528       7,137       48 %
Revenue Share     15,738       11,651       35 %     45,886       33,190       38 %
Other     866       660       31 %     4,220       2,720       55 %
Research and Development Expenses     4,712       3,045       55 %     12,637       8,115       56 %
Salaries and Benefits     2,584       1,681       54 %     7,338       4,394       67 %
Stock-Based Compensation for Employees     339       308       10 %     944       641       47 %
Other     1,789       1,056       69 %     4,355       3,080       41 %
Settlement of Litigation     -       -       -%       -       9,250       (100 )%
Total Operating Expenses     45,330       34,607       31 %     130,652       103,596       26 %
Total Cost of Sales and Operating Expenses   $ 569,022     $ 374,966       52 %   $ 1,467,275     $ 932,849       57 %

 

11

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

DISCUSSION OF RESULTS FROM OPERATIONS

 

Key Performance Metrics

 

We track key performance indicators to evaluate business growth, agent and transaction trends, operational efficiency, and financial discipline. These metrics help management assess market activity, agent network stability, and the scalability of our platform. 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 metrics such as full-time employees (“FTEs”), headcount efficiency ratio, and revenue per FTE. These reflect the scalability of our business model and the relationship between headcount and revenue growth. In 2025, our FTE count increased primarily due to the conversion of 136 contractors in India (122 excluding One Real Mortgage and One Real Title) to employee status. This transition contributed to a decrease in the headcount efficiency ratio in 2025.

 

We also monitor operating expense excluding revenue share, and operating expense per transaction excluding revenue share, which provide additional visibility into our costs by isolating fixed and discretionary expenses from agent-driven revenue share.

 

Revenue

 

Revenue for the three months ended September 30, 2025, increased 53% to $568.5 million, from $372.5 million in the three months ended September 30, 2024. For the nine months ended September 30, 2025, total revenue grew to $1.5 billion compared to $914.0 million in the corresponding period of 2024. This substantial growth was driven primarily by an increase in the number of productive agents on our platform and the resulting increase in closed real estate transactions.

 

Substantially all revenue is generated from commissions on real estate transactions, supplemented by ancillary services. Continued investment in our technology platform is designed to support agent productivity, which we expect will further contribute to increased transaction growth. Further details on our revenue streams are provided in the Business Segment Information section below.

 

Cost of Sales

 

Cost of Sales for the three months ended September 30, 2025 increased to $523.7 million, from $340.4 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, Cost of Sales was $1.3 billion, compared to $829.3 million for the nine months ended September 30, 2024. The increase in both periods primarily reflected higher commission payments tied to agent and transaction growth.

 

As a percentage of revenue, Cost of Sales was 92.1% for the three months ended September 30, 2025, compared to 91.4% for the same period in 2024. For the nine months ended September 30, 2025, Cost of Sales was 91.3%, compared to 90.7% for the nine months ended September 30, 2024. The increases reflect a higher proportion of revenue generated by agents who had reached their annual commission cap, as well as lower contributions from higher-margin ancillary services.

 

Gross Profit

 

Gross profit for the three months ended September 30, 2025 grew to $44.9 million, compared to $32.1 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, Gross profit increased to $126.7 million, from $84.8 million for the nine months ended September 30, 2024. The increase was driven by higher transaction volume, growth in our agent base, and contributions from ancillary services.

 

Gross margin declined to 7.9% for the three months ended September 30, 2025, compared to 8.6% for the three months ended September 30, 2024, and to 8.7% for the nine months ended September 30, 2025, compared to 9.3% for the same period in 2024. The decline reflects 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.

 

12

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

General & Administrative Expenses (“G&A”)

 

G&A expenses were $19.6 million for the three months ended September 30, 2025, compared to $16.3 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, G&A expenses were $56.0 million, compared to $42.5 million for the nine months ended September 30, 2024. These increases primarily reflect 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 expense increased to $9.8 million for the three months ended September 30, 2025, compared to $7.3 million for the three months ended September 30, 2024, and to $29.2 million for the nine months ended September 30, 2025, compared to $19.7 million for the nine months ended September 30, 2024. The increase reflects higher headcount across administrative, finance, legal, and operations teams to support our larger agent base and transaction volume.
     
  Professional fees were $4.5 million for the three months ended September 30, 2025, compared to $3.9 million for the three months ended September 30, 2024 and $13.7 million for the nine months ended September 30, 2025, compared to $10.3 million for the nine months ended September 30, 2024. The increase reflects higher broker consulting costs, higher consulting, audit and tax compliance costs, and increased legal expenses.
     
  Stock-based compensation within G&A was $3.0 million for the three months ended September 30, 2025, compared to $2.8 million for the three months ended September 30, 2024, and $6.1 million for the nine months ended September 30, 2025, compared to $6.2 million for the nine months ended September 30, 2024. The relatively flat year-to-date expense reflects adjustments for RSUs with performance conditions no longer expected to vest, offset by increased equity grants.

 

Marketing Expenses

 

Marketing expenses were $21.0 million for the three months ended September 30, 2025, compared to $15.3 million for the three months ended September 30, 2024, and $62.0 million for the nine months ended September 30, 2025, compared to $43.8 million for the nine months ended September 30, 2024. This increase reflects our continued investment in agent attraction and retention, consistent with our model of prioritizing agent-driven growth over traditional advertising.

 

Key components contributing to the increase in marketing expenses include:

 

  Revenue share, the largest component of Marketing expense, rose to $15.7 million for the three months ended September 30, 2025, compared to $11.7 million for the three months ended September 30, 2024, and $45.9 million for the nine months ended September 30, 2025, compared to $33.2 million for the nine months ended September 30, 2024. The increase primarily reflects a larger base of productive agents and corresponding transaction growth.
     
  Stock-based compensation for agents was $3.9 million for the three months ended September 30, 2025, compared to $2.7 million for the three months ended September 30, 2024, and $10.5 million for the nine months ended September 30, 2025, compared to $7.1 million for the nine months ended September 30, 2024. The increase was due to higher transaction-related RSU awards that were granted to incentivize and retain high-performing agents.

 

Research and Development Expenses (“R&D”)

 

R&D expenses were $4.7 million for the three months ended September 30, 2025, compared to $3.0 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, R&D expenses were $12.6 million, compared to $8.1 million for the nine months ended September 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, as well as payroll-related costs associated with the acquisition of the Flyhomes consumer search portal.

 

13

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

Operating Income (Loss)

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     % Change     2025     2024     % Change  
Operating Loss     (473 )     (2,478 )                  (81 )%     (3,998 )     (18,840 )                  (79 )%
Percentage of Total Revenues     (0.1 )%     (0.7 )%             (0.3 )%     (2.1 )%        

 

Operating loss was $(0.5) million for the three months ended September 30, 2025, compared to $(2.5) million for the three months ended September 30, 2024. As a percentage of revenue, the operating loss narrowed to (0.1%) from (0.7%) from the prior year period.

 

For the nine months ended September 30, 2025, Operating Loss was $(4.0) million, an improvement from $(18.8) million for the nine months ended September 30, 2024. As a percentage of revenue, Operating loss improved to (0.3)% from (2.1)%. The improvement reflects strong revenue growth and disciplined expense management, partially offset by higher personnel and operating costs to support growth. The prior year’s nine-month results also included 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 did not recur in 2025.

 

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)

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     % Change     2025     2024     % Change  
Net Loss   $        (280 )   $ (2,541 )                 (89 )%   $ (3,851 )   $ (19,748 )                 (80 )%
Add/(Deduct):                                                
Depreciation and Amortization     567       358       58 %     1,344       1,024       31 %
Tax Expense     89       -               89       -          
EBITDA (i)   $ 376     $ (2,183 )     117 %   $ (2,418 )   $ (18,724 )     87 %

 

  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 and ratios” section in this MD&A.

 

EBITDA was $0.4 million for the three months ended September 30, 2025, compared to $(2.2) million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, EBITDA was $(2.4) million, compared to $(18.7) million for the nine months ended September 30, 2024. The improvement for both periods was primarily driven by revenue growth and cost management initiatives, offset in part by higher salaries, benefits, and technology-related operating expenses. Consistent with Operating loss, the prior year’s nine-month EBITDA was impacted by the $9.25 million Umpa Class Action litigation settlement expense, which materially impacted 2024 results and did not recur in 2025.

 

14

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

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

 

Adjusted EBITDA excludes stock-based compensation expense, tax expense, 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. Management uses Adjusted EBITDA to evaluate core operating performance and scalability.

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     % Change     2025     2024     % Change  
Net Loss   $ (280 )   $ (2,541 )     (89 )%   $ (3,851 )   $ (19,748 )     (80 )%
Add/(Deduct):                                                
Finance Expenses, Net     83       (16 )     (619 )%     417       1,554       (73 )%
Depreciation and Amortization     567       358       58 %     1,344       1,024       31 %
Stock-Based Compensation     19,912       15,417       29 %     50,414       37,797       33 %
Restructuring Expenses     -       -       - %     250       -       - %
Expenses Related to Anti-Trust Litigation Settlement     -       33       (100 )%     27       10,259       (100 )%
Tax Expense     89       -               89       -          
Adjusted EBITDA(i)   $ 20,371     $ 13,251       54 %   $ 48,690     $ 30,886       58 %

 

  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 and ratios” section of this MD&A.

 

Adjusted EBITDA was $20.4 million for the three months ended September 30, 2025, compared to $13.3 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, Adjusted EBITDA increased to $48.7 million, compared to $30.9 million for the nine months ended September 30, 2024. The growth in Adjusted EBITDA for both periods reflects:

 

  Revenue growth from a larger agent base and higher closed transaction volume.
  Operating leverage as corporate infrastructure and technology scaled with revenue.
  Exclusion of stock-based compensation, which amounted to $19.9 million for the three months ended September 30, 2025 (up from $15.4 million for the three months ended September 30, 2024), and $50.4 million, up for the nine months ended September 30, 2025 (up from $37.8 million for the nine months ended September 30, 2025). The increase in stock-based compensation reflects higher participation in the Agent Purchase Program, which allows agents to purchase RSUs using a percentage of their commission, greater production-based RSU awards for agents, and additional equity compensation awarded to FTEs.

 

15

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

Stock-Based Compensation

 

Stock-based compensation expense for the three months ended September 30, 2025 was $19.9 million compared to $15.4 million for the three months ended September 30, 2024. Stock-based compensation expense for the nine-month period ended September 30, 2025 was $50.4 million compared to $37.8 million for the nine-month period ended September 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 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 tables are presented in thousands:

 

    Three Months Ended September 30,  
    2025     2024  
   

Options

Expense

   

RSU

Expense

    Total    

Options

Expense

   

RSU

Expense

    Total  
Cost of Sales – Agent Stock-Based Compensation   $ -     $ 12,555     $ 12,555     $ -     $ 9,613     $ 9,613  
Marketing Expenses – Agent Stock-Based Compensation     55       3,880       3,935       90       2,575       2,665  
Marketing Expenses – FTE Stock-Based Compensation     -       43       43       1       5       6  
Research and Development – FTE Stock-Based Compensation     -       339       339       5       303       308  
General and Administrative – FTE Stock-Based Compensation     178       2,862       3,040       383       2,442       2,825  
Total Stock-Based Compensation   $ 233     $ 19,679     $ 19,912     $ 479     $ 14,938     $ 15,417  

 

    Nine Months Ended September 30,  
    2025     2024  
   

Options

Expense

   

RSU

Expense

    Total    

Options

Expense

   

RSU

Expense

    Total  
Cost of Sales – Agent Stock-Based Compensation   $ -     $ 32,757     $ 32,757     $ -     $ 23,763     $ 23,763  
Marketing Expenses – Agent Stock-Based Compensation     180       10,348       10,528       301       6,836       7,137  
Marketing Expenses – FTE Stock-Based Compensation     -       126       126       2       9       11  
Research and Development – FTE Stock-Based Compensation     3       941       944       20       621       641  
General and Administrative – FTE Stock-Based Compensation     640       5,419       6,059       1,448       4,797       6,245  
Total Stock-Based Compensation   $ 823     $ 49,591     $ 50,414     $ 1,771     $ 36,026     $ 37,797  

 

16

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

OUTSTANDING SHARE DATA

 

As of September 30, 2025, the Company had 210.9 million Common Shares issued and 210.9 million Common Shares outstanding. Additionally, there were 26.1 million Common Shares reserved for issuance subject to RSUs and 11.4 million Common Shares reserved for issuance pursuant to the exercise of Options. At quarter end, 3.6 million shares that were repurchased under the Company’s share repurchase plan were retired.

 

As of October 23, 2025, the Company had 211.8 million Common Shares issued and 211.8 million outstanding. As of October 23, 2025, a total of 26.8  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 11.3 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 August 2035. Each Option is exercisable for one Common Share.

 

17

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

BUSINESS SEGMENT INFORMATION

 

A breakdown of the interim condensed consolidated statements of comprehensive income (loss) by business segment during the period, as well as a reconciliation from Net Income (Loss) to Adjusted EBITDA, is included below (in thousands). Further details regarding the Company’s operating segments are provided in Note 5 within the Financial Statements.

 

NORTH AMERICAN BROKERAGE

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     % Change     2025     2024     % Change  
Revenues   $ 565,307     $ 369,890       53 %   $ 1,454,501     $ 907,716       60 %
Cost of sales     522,564       339,507       54 %     1,333,550       827,243       61 %
Gross Profit     42,743       30,383       41 %     120,951       80,473       50 %
Operating Expenses     41,966       31,842       32 %     119,589       96,246       24 %
Operating Income (Loss)     777       (1,459 )     (153 )%     1,362       (15,773 )     (109 )%
Net Income (Loss)     946       (1,693 )     156 %     1,453       (17,203 )     108 %
Add/(Deduct)                                                
Finance (Income) Expenses, Net     73       (41 )     278 %     381       1,495       (75 )%
Depreciation and Amortization     373       163       129 %     760       440       73 %
Tax Expense     89       -               89       -          
Stock-Based Compensation Adjustments     19,640       15,417       27 %     49,658       37,797       31 %
Expenses Related to Anti-Trust Litigation Settlement     -       33       (100 )%     27       10,259       (100 )%
Adjusted EBITDA   $ 21,121     $ 13,879       52 %   $ 52,368     $ 32,788       60 %

 

Revenues for the three months ended September 30, 2025 were $565.3 million, an increase of 53% compared to $369.9 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, revenues were $1.5 billion, an increase of 60% compared to $907.7 million for the nine months ended September 30, 2024. Growth in both periods was driven by an increase in productive agents on our platform and higher transaction volume.

 

Operating expenses were $42.0 million for the three months ended September 30, 2025, compared to $31.8 million for the three months ended September 30, 2024, and $119.6 million for the nine months ended September 30, 2025, compared to $96.2 million for the nine months ended September 30, 2024. The increases primarily reflect higher personnel and technology costs, along with increased stock-based compensation.

 

The segment reported operating income of $0.8 million for the three months ended September 30, 2025, compared to a loss of $(1.5) million in 2024. For the nine months ended September 30, 2025, operating income was $1.4 million, compared to a loss of $(15.8) million in 2024. The improvement reflects revenue growth, expense management, and the absence of the $9.25 million Umpa Class Action settlement recorded in 2024.

 

Adjusted EBITDA was $21.1 million for the three months ended September 30, 2025, compared to $13.9 million for the three months ended September 30, 2024, and $52.4 million for the nine months ended September 30, 2025, compared to $32.8 million for the nine months ended September 30, 2024. The increases primarily reflect higher revenue and operating leverage, as well as higher stock-based compensation.

 

18

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

ONE REAL TITLE

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     % Change     2025     2024     % Change  
Revenues   $ 1,307     $ 1,400       (7 )%   $ 3,683     $ 3,450       7 %
Cost of sales     206       197       5 %     589       482       22 %
Gross Profit     1,101       1,203       (8 )%     3,094       2,968       4 %
Operating Expenses     1,853       1,832       1 %     6,264       4,724       33 %
Operating Loss   $ (752 )   $ (629 )     20 %   $ (3,170 )   $ (1,756 )     81 %
Net Loss   $ (754 )   $ (484 )     56 %   $ (3,189 )   $ (1,309 )     144 %
Add/(Deduct)                                                
Finance (Income) Expenses, Net     2       25       (92 )%     19       58       (67 )%
Depreciation and Amortization     168       167       1 %     505       503       - %
Stock-Based Compensation Adjustments     26       -               30       -          
Restructuring Expense     -       -               250       -          
Adjusted EBITDA   $ (558 )   $ (292 )     91 %   $ (2,385 )   $ (748 )     219 %

 

Revenues for One Real Title were $1.3 million for the three months ended September 30, 2025, compared to $1.4 million for the three months ended September 30, 2024, a decrease of (7%). For the nine months ended September 30, 2025, revenues increased to $3.7 million, compared to $3.5 million for the nine months ended September 30, 2024.

 

The year-over-year decline in quarterly revenues was primarily due to the termination of several joint ventures, which has not yet been fully offset by the ramp-up of new state-based joint ventures, which generally require several quarters before reaching scale. During 2025, the segment also underwent a strategic realignment under new leadership, shifting from a model focused on individual team-based joint ventures to a state-based joint venture structure designed to drive improved operating leverage and efficiency. While this transition has impacted near-term results, management believes the revised strategy better positions One Real Title for stronger growth and profitability over time.

 

The segment reported an operating loss of $(0.8) million for the three months ended September 30, 2025, compared to a loss of $(0.6) million for the same period in 2024. For the nine months ended September 30, 2025, operating loss was $(3.2) million, compared to a loss of $(1.8) million for the nine months ended September 30, 2024. The higher losses in both periods primarily reflect costs associated with the relaunch strategy.

 

19

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

ONE REAL MORTGAGE

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     % Change     2025     2024     % Change  
Revenues   $ 1,758     $ 1,198                       47 %   $ 4,543     $ 2,843                     60 %
Cost of sales     871       655       33 %     2,348       1,528       54 %
Gross Profit     887       543       63 %     2,195       1,315       67 %
Operating Expenses     1,126       933       21 %     3,918       2,626       49 %
Operating Loss   $ (239 )   $ (390 )     (39 )%   $ (1,723 )   $ (1,311 )     31 %
Net Loss   $ (236 )   $ (364 )     (35 )%   $ (1,720 )   $ (1,236 )     39 %
Add/(Deduct)                                                
Finance (Income) Expenses, Net     -       -               -       1       (100 )%
Depreciation and Amortization     26       28       (7 )%     79       81       (2 )%
Stock-Based Compensation Adjustments     204       -               662       -          
Adjusted EBITDA   $ (6 )   $ (336 )     98 %   $ (979 )   $ (1,154 )     15 %

 

Revenues for One Real Mortgage were $1.8 million for the three months ended September 30, 2025, compared to $1.2 million for the three months ended September 30, 2024, an increase of 47%. For the nine months ended September 30, 2025, One Real Mortgage revenues increased to $4.5 million, compared to $2.8 million for the nine months ended September 30, 2024, an increase of 60%. Growth in both periods was driven by the addition of productive loan officers to the platform and the launch of an inside sales team.

 

The segment reported a modest operating loss of $(0.2) million for the three months ended September 30, 2025, compared to a loss of $(0.4) million for the same period in 2024. For the nine months ended September 30, 2025, operating loss was $(1.7) million, compared to a loss of $(1.3) million in 2024, with the increase primarily attributable to $0.7 million of stock-based compensation expense recorded in 2025 compared to none in the prior year. The improvement reflects revenue growth and expense management.

 

20

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

REAL WALLET

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     % Change     2025     2024     % Change  
Revenues   $ 177     $ -             $ 550     $ -          
Cost of sales     51       -               136       -          
Gross Profit     126       -               414       -          
Operating Expenses     385       -               881       -          
Operating Loss   $ (259 )   $ -             $ (467 )   $ -          
Net Loss   $ (236 )   $ -             $ (395 )   $ -          
Add/(Deduct)                                                
Finance (Income) Expenses, Net     8       -               17       -          
Stock-Based Compensation Adjustments     42       -               64       -          
Adjusted EBITDA   $ (186 )   $ -             $ (314 )   $ -          

 

Revenues for Real Wallet were $0.2 million for the three months ended September 30, 2025, and $0.6 million for the nine months ended September 30, 2025. There is no comparable revenue from the prior year period as the product was launched in the fourth quarter of 2024.

 

During the three months ended September 30, 2025, we recorded a one-time contra revenue adjustment of $0.1 million related to the launch of the Real Wallet Rewards program. Real Wallet Revenue is derived primarily from interchange fees on 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. As of September 30, 2025 approximately $17 million was held by agents in Real Wallet deposit accounts, and approximately $4 million of credit was outstanding.

 

REVENUE BY GEOGRAPHY

 

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

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
United States   $ 499,166     $ 319,411     $ 1,300,336     $ 792,161  
Canada     69,383       53,077       162,941       121,848  
Total revenue by region   $ 568,549     $ 372,488     $ 1,463,277     $ 914,009  

 

21

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 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.

 

22

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 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 September 30, 2025 is included below (in thousands):

 

    As of September 30, 2025  
    Carrying Amount     Fair Value  
    Financial Assets at Amortized Cost     Other Financial Liabilities     Total     Level 1     Level 2     Level 3     Total  
Investments in Financial Assets   $                19,480     $           -     $ 19,480     $ 19,352     $       -     $       -     $ 19,352  
Total Financial Assets Measured at Fair Value (FV)   $ 19,480     $ -     $ 19,480     $ 19,352     $ -     $ -     $ 19,352  

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of September 30, 2025, cash and cash equivalents and investments totaled $55.8 million, compared to $32.8 million as of December 31, 2024. Cash and cash equivalents are 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 three-month period ended September 30, 2025:

 

  Cash flows generated from operating activities were $8.8 million, an increase from $7.2 million for the period ended September 30, 2024. The increase was primarily due to improved operating results, as discussed above, and the impact of non-cash equity-settled share-based payments of $4.5 million. This increase was partially offset by a decrease in customer deposits of $4.7 million.
     
  Cash flows used in investing activities were $17.5 million, compared to a cash inflow of $0.5 million for the period ended September 30, 2024. The decrease was due to the purchase of financial assets of $14.3 million and the purchase of intangible assets for $2.8 million.
     
  Cash flows used in financing activities were $14.8 million, compared to a cash use of $14.0 million for the period ended September 30, 2024. The increase in cash used was primarily due to a decrease of $1.0 million in proceeds from the exercise of options.

 

For the nine-month period ended September 30, 2025:

 

  Cash flows generated by operating activities were $65.8 million, an increase from $44.6 million for the period ended September 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 equity-settled share-based payments of $12.6 million.
     
  Cash flows used in investing activities were $16.0 million, primarily due to the net purchase of financial assets of $10.0 million, the purchase of an investment in equity securities for $2.3 million and the purchase of intangible assets for $2.8 million.
     
  Cash flows used in financing activities were $24.8 million. Cash flow used in financing activities mostly reflects repurchases of Common Shares for satisfying RSU obligations totaling $24.3 million, which was partially offset by proceeds of $1.5 million from the exercise of Options.

 

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.

 

23

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

The following table presents liquidity (in thousands):

 

    As of  
    September 30, 2025     December 31, 2024  
Cash and Cash Equivalents   $ 36,427     $ 23,376  
Investment in Financial Assets     19,352       9,449  
Total Capital [i]   $ 55,779     $ 32,825  

 

[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 and ratios” section in this MD&A.

 

Our primary sources of liquidity are cash and cash flows from operations. 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.

 

Balance Sheet overview (in thousands)

 

    As of  
    September 30, 2025     December 31, 2024  
ASSETS            
Current Assets   $ 124,710     $ 72,911  
Non-Current Assets     20,505       13,684  
TOTAL ASSETS   $ 145,215     $ 86,595  
                 
LIABILITIES                
Current Liabilities     91,622       54,452  
TOTAL LIABILITIES     91,622       54,452  
TOTAL EQUITY     53,593       32,143  
TOTAL LIABILITIES AND EQUITY   $ 145,215     $ 86,595  

 

24

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

Assets overview by geographical segment (in thousands)

 

    As of September 30, 2025  
    Canada     Israel     India     United States     Total  
ASSETS                              
CURRENT ASSETS                                        
Cash and Cash Equivalents   $ 2,555     $ 140     $ 3     $ 33,729     $ 36,427  
Restricted Cash     25,090       -       -       10,855       35,945  
Investment in Financial Assets     76       -       -       19,276       19,352  
Trade Receivables     7,167       -       -       20,694       27,861  
Other Receivables     -       53       -       -       53  
Short-Term Financing Receivables, Net     2,119       -       -       105       2,224  
Prepaid Expenses and Deposits     60       -       226       2,562       2,848  
TOTAL CURRENT ASSETS   $ 37,067     $ 193     $ 229     $ 87,221     $ 124,710  
NON-CURRENT ASSETS                                        
Intangible Assets     -       -       -       4,518       4,518  
Goodwill     -       -       -       8,993       8,993  
Property and Equipment     12       9       196       2,297       2,514  
Long-Term Financing Receivables, Net     1,220       -       -       1,010       2,230  
Long-Term Investments     -       -       -       2,250       2,250  
TOTAL NON-CURRENT ASSETS     1,232       9       196       19,068       20,505  
TOTAL ASSETS   $ 38,299     $ 202     $ 425     $ 106,289     $ 145,215  

 

    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  

 

25

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

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 debt securities issued by U.S government agencies, local municipalities, and certain corporate entities. As of September 30, 2025, the total investment in securities available for sale at fair value was $19.4 million and is more fully disclosed in Note 9 of the Financial Statements, Investment Securities Available for Sale Securities at Fair Value.

 

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
Gain (Loss)
    Estimated Fair Value
September 30, 2025
 
Fixed Income   $                9,370     $ 9,511     $ 514     $ (128 )   $               19,267  
Investment Certificate     79       6       -       -       85  
Total   $ 9,449     $ 9,517     $ 514     $ (128 )   $ 19,352  

 

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 its 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 nine-month periods ended September 30, 2025 and September 30, 2024.

 

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 September 30, 2025.

 

26

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 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 September 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 September 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 September 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 Financial Statements).

 

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.

 

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. We anticipate that, as permitted by Rule 10b5-1 and our policy governing transactions in our securities, some or all of our officers, directors and employees may establish trading plans in the future. We intend to disclose the names of our executive officers and directors who establish a trading plan in compliance with Rule 10b5-1 and the requirements of our policy governing transactions in our securities in our quarterly and annual reports. We, however, undertake no obligation to update or revise the information provided herein, including for revision or termination of an established trading plan, other than in such quarterly and annual reports.

 

On August 18, 2025, Guy Gamzu, a director of the Company, 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 2,000,000 Common Shares. The first sale of Common Shares will not take place until at least December 17, 2025. The Plan end date is December 12, 2026. Under the Plan, Mr. Gamzu 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.

 

27

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

On September 23, 2025, Tamir Poleg, Chief Executive Officer and a director of the Company, entered into a 10b5-1 trading plan, which is intended to satisfy the affirmative defense of Rule 10b5-1(c), for the sale of up to 387,567 Common Shares. The first sale of Common Shares will not take place until at least January 22, 2026. The Plan end date is December 31, 2026. Under the Plan, Mr. Poleg 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.

 

OTHER EVENTS

 

On April 23, 2025, the employment of Michelle 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. The Company has completed its review of Ms. Ressler’s actions, and has determined at this time that these actions of the former CFO did not have a material impact on the Company’s previously issued financial statements.

 

CORPORATE INFORMATION

 

The Real Brokerage 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.

 

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. The Company qualifies as a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, as amended.

 

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 and EDGAR under the Company’s profile at www.sec.gov.

 

28

 

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Exhibit 99.2

 

 

 

 

TABLE OF CONTENTS

 

Interim Condensed Consolidated Financial Statements (Unaudited):  
   
Interim Condensed Consolidated Balance Sheets 2
   
Interim Condensed Consolidated Statements of Comprehensive 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 7-22

 

1

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars and shares in thousands)

UNAUDITED

 

    September 30, 2025     December 31, 2024  
    As of  
    September 30, 2025     December 31, 2024  
ASSETS            
CURRENT ASSETS                
Cash and cash equivalents   $ 36,427     $ 23,376  
Restricted cash     35,945       24,089  
Investments in financial assets     19,352       9,449  
Trade receivables     27,861       14,235  
Short-term financing receivables, net     2,224       -  
Other current assets     2,901       1,762  
TOTAL CURRENT ASSETS   $ 124,710     $ 72,911  
NON-CURRENT ASSETS                
Intangible assets, net     4,518       2,575  
Goodwill     8,993       8,993  
Property and equipment, net     2,514       2,116  
Investment in equity securities     2,250       -  
Long-term financing receivables, net     2,230       -  
TOTAL NON-CURRENT ASSETS   $ 20,505     $ 13,684  
TOTAL ASSETS   $ 145,215     $ 86,595  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES                
Accounts payable     1,078       1,374  
Accrued liabilities     47,655       25,939  
Customer deposits     35,945       24,089  
Other payables     6,944       3,050  
TOTAL CURRENT LIABILITIES   $ 91,622     $ 54,452  
TOTAL LIABILITIES   $ 91,622     $ 54,452  
                 
EQUITY                
EQUITY ATTRIBUTABLE TO OWNERS                
Common Shares, no par value, unlimited Common Shares authorized, 210,911 Shares issued and 210,911 outstanding at September 30, 2025; and 202,941 Shares issued and 202,499 outstanding at December 31, 2024     -       -  
Additional paid-in capital     161,896       138,639  
Accumulated deficit     (108,648 )     (104,746 )
Accumulated other comprehensive income     392       708  
Treasury stock, at cost, 0 and 442 Common Shares at September 30, 2025 and December 31, 2024, respectively     -       (2,455 )
EQUITY ATTRIBUTABLE TO OWNERS   $ 53,640     $ 32,146  
Non-controlling interests     (47 )     (3 )
TOTAL EQUITY   $ 53,593     $ 32,143  
TOTAL LIABILITIES AND EQUITY   $ 145,215     $ 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 LOSS

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

UNAUDITED

 

    2025     2024     2025     2024  
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
Revenues   $ 568,549     $ 372,488     $ 1,463,277     $ 914,009  
Cost of Sales     523,692       340,359       1,336,623       829,253  
Gross Profit     44,857       32,129       126,654       84,756  
                                 
General and administrative expenses     19,584       16,301       56,000       42,452  
Marketing expenses     21,034       15,261       62,015       43,779  
Research and development expenses     4,712       3,045       12,637       8,115  
Settlement of litigation     -       -       -       9,250  
Operating Expenses     45,330       34,607       130,652       103,596  
Operating Loss     (473 )     (2,478 )     (3,998 )     (18,840 )
                                 
Other income, net     365       151       653       381  
Finance expenses, net     (83 )     (214 )     (417 )     (1,289 )
Loss Before Tax     (191 )     (2,541 )     (3,762 )     (19,748 )
Tax Expense     89       -       89       -  
Net Loss   $ (280 )   $ (2,541 )   $ (3,851 )     (19,748 )
Net income attributable to non-controlling interests     167       45       51       150  
Net Loss Attributable to the Owners of the Company   $ (447 )   $ (2,586 )   $ (3,902 )   $ (19,898 )

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

                               
Unrealized gain (loss) on investments in financial assets     (131 )     3       (128 )     97  
Foreign currency translation adjustment     (59 )     (230 )     (188 )     265  
Total Comprehensive Loss Attributable to Owners of the Company   $ (637 )   $ (2,813 )   $ (4,218 )   $ (19,536 )
Total Comprehensive Income Attributable to Non-Controlling Interest     167       45       51       150  
Total Comprehensive Loss   $ (470 )   $ (2,768 )   $ (4,167 )   $ (19,386 )
Earnings (Loss) per share                                
Basic loss per share   $ (0.00 )   $ (0.01 )   $ (0.02 )   $ (0.11 )
Diluted loss per share   $ (0.00 )   $ (0.01 )   $ (0.02 )   $ (0.11 )
Weighted-average shares, basic     218,996       196,668       216,262       188,864  
Weighted-average shares, diluted     218,996       196,668       216,262       188,864  

 

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

 

3

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(U.S. dollars in thousands)

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, June 30, 2025   $ 158,827     $ (108,201 )   $ 582     $ (2,021 )   $ 49,187     $ (218 )   $ 48,969  
Total net income (loss)     -       (447 )     -       -       (447 )     167       (280 )
Total other comprehensive loss     -       -       (190 )     -       (190 )     -       (190 )
Distributions to non-controlling interests     -       -       -       -       -       4       4  
Repurchase of common shares     -       -       -       (15,469 )     (15,469 )     -       (15,469 )
Release of treasury stock     -       -       -       -       -       -       -  
Retirement of treasury stock     (17,490 )     -       -       17,490       -       -       -  
Exercise of stock options     910       -       -       -       910       -       910  
Shares withheld for taxes     (263 )     -       -       -       (263 )     -       (263 )
Equity-settled stock-based payment     19,912       -       -       -       19,912       -       19,912  
Balance at, September 30, 2025   $ 161,896     $ (108,648 )   $ 392     $ -     $ 53,640     $ (47 )   $ 53,593  
                                                         
Balance at, June 30, 2024   $ 136,095     $ (95,517 )   $ 422     $ (10,435 )   $ 30,565     $ 262     $ 30,827  
Total net income (loss)     -       (2,586 )     -       -       (2,586 )     45       (2,541 )
Total other comprehensive loss     -       -       (227 )     -       (227 )     -       (227 )
Distributions to non-controlling interests     -       -       -       -       -       (119 )     (119 )
Repurchase of common shares     -       -       -       (15,110 )     (15,110 )     -       (15,110 )
Release of treasury stock     (24,317 )     -       -       24,317       -       -       -  
Exercise of stock options     1,994       -       -       -       1,994       -       1,994  
Exercise of warrants     485       -       -       -       485       -       485  
Shares withheld for taxes     (736 )     -       -       -       (736 )     -       (736 )
Equity-settled stock-based payment     15,417       -       -       -       15,417       -       15,417  
Balance at, September 30, 2024   $ 128,938     $ (98,103 )   $ 195     $ (1,228 )   $ 29,802     $ 188     $ 29,990  

 

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. dollars in thousands)

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 income (loss)     -       (3,902 )     -       -       (3,902 )     51       (3,851 )
Total other comprehensive loss     -       -       (316 )     -       (316 )     -       (316 )
Distributions to non-controlling interests     -       -       -       -       -       (95 )     (95 )
Repurchase of common shares     -       -       -       (24,299 )     (24,299 )     -       (24,299 )
Release of treasury stock     (9,264 )     -       -       9,264       -       -       -  
Retirement of treasury stock     (17,490 )     -       -       17,490       -       -       -  
Exercise of stock options     1,571       -       -       -       1,571       -       1,571  
Shares withheld for taxes     (1,974 )     -       -       -       (1,974 )     -       (1,974 )
Equity-settled stock-based payment     50,414       -       -       -       50,414       -       50,414  
Balance at, September 30, 2025   $ 161,896     $ (108,648 )   $ 392     $ -     $ 53,640     $ (47 )   $ 53,593  
                                                         
Balance at, January 1, 2024   $ 115,504     $ (78,205 )   $ (167 )   $ (257 )   $ 36,875     $ 209     $ 37,084  
Total net income (loss)     -       (19,898 )     -       -       (19,898 )     150       (19,748 )
Total other comprehensive income     -       -       362       -       362       -       362  
Distributions to non-controlling interests     -       -       -       -       -       (171 )     (171 )
Repurchase of common shares     -       -       -       (30,336 )     (30,336 )     -       (30,336 )
Release of treasury stock     (29,365 )     -       -       29,365       -       -       -  
Exercise of stock options     5,617       -       -       -       5,617       -       5,617  
Exercise of warrants     862       -       -       -       862       -       862  
Shares withheld for taxes     (1,477 )     -       -       -       (1,477 )     -       (1,477 )
Equity-settled stock-based payment     37,797       -       -       -       37,797       -       37,797  
Balance at, September 30, 2024   $ 128,938     $ (98,103 )   $ 195     $ (1,228 )   $ 29,802     $ 188     $ 29,990  

 

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. dollars in thousands)

UNAUDITED

 

    2025     2024     2025     2024  
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
OPERATING ACTIVITIES                                
Net Loss   $ (280 )   $ (2,541 )   $ (3,851 )   $ (19,748 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                                
Depreciation and amortization     567       358       1,344       1,024  
Equity-settled stock-based payment     19,912       15,417       50,414       37,797  
Finance costs     6       (162 )     (81 )     38  
Change in fair value of warrants liability     -       129       -       600  
Changes in operating assets and liabilities:                                
Funds held in restricted escrow account     -       -       -       (9,250 )
Trade receivables     (1,040 )     1,326       (13,626 )     (10,864 )
Short-term and long-term financing receivables, net     (236 )     -       (4,454 )     -  
Other current assets     (1,278 )     (837 )     (1,139 )     (239 )
Accounts payable     (173 )     (63 )     (296 )     562  
Accrued liabilities     (413 )     (2,638 )     21,716       17,617  
Customer deposits     (10,357 )     (5,608 )     11,856       14,568  
Other payables     2,101       1,815       3,894       12,541  
NET CASH PROVIDED BY OPERATING ACTIVITIES     8,809       7,196       65,777       44,646  
                                 
INVESTING ACTIVITIES                                
Purchase of investment in equity securities     -       -       (2,250 )     -  
Purchase of property and equipment     (395 )     (367 )     (935 )     (964 )
Purchase of intangible assets     (2,750 )     -       (2,750 )     -  
Purchase of financial assets     (14,325 )     (102 )     (15,784 )     (1,815 )
Proceeds from sale of financial assets     -       1,014       5,753       6,766  
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     (17,470 )     545       (15,966 )     3,987  
                                 
FINANCING ACTIVITIES                                
Repurchase of common shares     (15,469 )     (15,110 )     (24,299 )     (30,336 )
Payment of employee taxes on certain share-based arrangements     (263 )     (736 )     (1,974 )     (1,477 )
Proceeds from exercise of stock options     910       1,994       1,571       5,617  
Contributions from (distributions to) non-controlling interest     4       (119 )     (95 )     (171 )
NET CASH USED IN FINANCING ACTIVITIES     (14,818 )     (13,971 )     (24,797 )     (26,367 )
                                 
Net change in cash, cash equivalents and restricted cash     (23,479 )     (6,230 )     25,014       22,266  
Cash, cash equivalents and restricted cash, beginning of period     95,916       56,440       47,465       27,655  
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash     (65 )     (82 )     (107 )     207  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE   $ 72,372     $ 50,128     $ 72,372     $ 50,128  
                                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES                                
Warrants exercised     -       485       -       862  

 

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 SEPTEMBER 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 five 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, mortgage broker, title, 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. 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 upon consolidation.

 

7

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

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.

 

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 interim condensed consolidated balance sheets that sum to the total of the same amounts shown on the interim condensed consolidated statements of cash flows.

 SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

    September 30, 2025     December 31, 2024  
    As of  
    September 30, 2025     December 31, 2024  
Cash and cash equivalents   $ 36,427     $ 23,376  
Restricted cash     35,945       24,089  
Total cash, cash equivalents, and restricted cash, ending balance   $ 72,372     $ 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.

 

F. Financing Receivables, net

 

The Company provides financing services to its agents with credit terms of up to three years. The balances reported in the interim condensed 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, agent-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 nine months ended September 30, 2025 and the three and nine months ended September 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 loss for the three and nine months ended September 30, 2025 and 2024.

 

8

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

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 currently 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” or “ASU 2024-03”) which requires enhanced disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the functional 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 currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements and related disclosures.

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which introduces an optional practical expedient for all entities in developing reasonable and supportable forecasts when estimating expected credit losses. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact ASU 2025-05 will have on its consolidated financial statements and related disclosures.

 

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”), which amends the requirements for the capitalization of internal-use software. ASU 2025-06 is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact ASU 2025-06 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 September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
Main revenue streams                                
Commissions   $ 565,307     $ 369,890     $ 1,454,501     $ 907,716  
Title     1,307       1,400       3,683       3,450  
Mortgage Broker Income     1,758       1,198       4,543       2,843  
Wallet     177       -       550       -  
Total Revenue   $ 568,549     $ 372,488     $ 1,463,277     $ 914,009  

 

9

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 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 September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
Cost of Sales   $ 523,692     $ 340,359     $ 1,336,623     $ 829,253  
                                 
Operating Expenses                                
General and Administrative Expenses     19,584       16,301       56,000       42,452  
Salaries and Benefits     9,753       7,314       29,213       19,748  
Stock-Based Compensation for Employees     3,040       2,825       6,059       6,245  
Administrative Expenses     758       1,066       2,871       2,835  
Professional Fees     4,500       3,917       13,700       10,339  
Depreciation and Amortization Expense     567       358       1,344       1,024  
Other     966       821       2,813       2,261  
Marketing Expenses     21,034       15,261       62,015       43,779  
Salaries and Benefits     452       279       1,255       721  
Stock-Based Compensation for Employees     43       6       126       11  
Stock-Based Compensation for Agents     3,935       2,665       10,528       7,137  
Revenue Share     15,738       11,651       45,886       33,190  
Other     866       660       4,220       2,720  
Research and Development Expenses     4,712       3,045       12,637       8,115  
Salaries and Benefits     2,584       1,681       7,338       4,394  
Stock-Based Compensation for Employees     339       308       944       641  
Other     1,789       1,056       4,355       3,080  
Settlement of Litigation     -       -       -       9,250  
 Total Operating Expenses   $ 45,330     $ 34,607     $ 130,652     $ 103,596  
Total Cost of Sales and Operating Expenses   $ 569,022     $ 374,966     $ 1,467,275     $ 932,849  

 

10

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

5. OPERATING SEGMENTS DISCLOSURES

 

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 (iii) is regularly reviewed by the Chief Operating Decision Maker (“CODM”).

 

Segment information aligns with how the Company’s CODM, the Chief Executive Officer, manages the business and allocates resources. The Company has identified the following 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 - generates revenue from premiums associated with facilitating mortgage transactions between borrowers and lenders.

 

Real Wallet - generates revenue from fees and interest associated with the program and the offering of financial products.

 

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 determined that it operates as three reportable 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 does not meet the quantitative thresholds for a reportable segment under ASC 280 and is therefore presented within “Other Segments”. The Company 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 the current presentation.

 

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 and as included herein.

 SCHEDULE OF OPERATING SEGMENT

   

North American

Brokerage

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

North American

Brokerage

    One Real Title     One Real Mortgage     Other Segments     Total  
Revenues   $                565,307     $ 1,307     $ 1,758     $ 177     $ 568,549  
Cost of sales     522,564       206       871       51       523,692  
Gross Profit   $ 42,743     $ 1,101     $ 887     $ 126     $ 44,857  
                                         
Operating Expenses(1)(2)     41,966       1,853       1,126       385       45,330  
Operating Income (Loss)   $ 777     $ (752 )   $ (239 )   $ (259 )   $ (473 )
                                         
Reconciliation of profit or (loss) (segment profit/(loss))                                        
Other income, net                                     365  
Finance expense, net                                     (83 )
Loss Before Tax                                   $ (191 )

 

1 Operating expenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.
2 Operating expenses includes Revenue share expense of approximately $15,738 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 SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

   

North American

Brokerage

    One Real Title     One Real Mortgage     Other Segments     Total  
    For the Nine Months Ended September 30, 2025  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Other Segments     Total  
Revenues   $             1,454,501     $ 3,683     $ 4,543     $ 550     $ 1,463,277  
Cost of sales     1,333,550       589       2,348       136       1,336,623  
Gross Profit   $ 120,951     $ 3,094     $ 2,195     $ 414     $ 126,654  
                                         
Operating Expenses(1)(2)     119,589       6,264       3,918       881       130,652  
Operating Income (Loss)   $ 1,362     $ (3,170 )   $ (1,723 )   $ (467 )   $ (3,998 )
                                         
Reconciliation of profit or (loss) (segment profit/(loss))                                        
Other income, net                                     653  
Finance expense, net                                     (417 )
Loss Before Tax                                   $ (3,762 )

 

1 Operating expenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.
2 Operating expenses includes Revenue share expense of approximately $45,886 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 September 30, 2024  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Total  
Revenues   $                369,890     $ 1,400     $ 1,198     $ 372,488  
Cost of sales     339,507       197       655       340,359  
Gross Profit   $ 30,383     $ 1,203     $ 543     $ 32,129  
                                 
Operating Expenses(1)(2)     31,842       1,832       933       34,607  
Operating Loss   $ (1,459 )   $ (629 )   $ (390 )   $ (2,478 )
                                 
Reconciliation of profit or loss (segment profit/loss)                                
Other income, net                             151  
Finance expenses, net                             (214 )
Loss Before Tax                           $ (2,541 )

 

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 $11,651 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 SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

   

North American

Brokerage

    One Real Title     One Real Mortgage     Total  
    For the Nine Months Ended September 30, 2024  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Total  
Revenues   $                907,716     $ 3,450     $ 2,843     $ 914,009  
Cost of sales     827,243       482       1,528       829,253  
Gross Profit   $ 80,473     $ 2,968     $ 1,315     $ 84,756  
                                 
Operating Expenses(1)(2)     96,246       4,724       2,626       103,596  
Operating Loss   $ (15,773 )   $ (1,756 )   $ (1,311 )   $ (18,840 )
                                 
Reconciliation of profit or loss (segment profit/loss)                                
Other income, net                             381  
Finance expenses, net                             (1,289 )
Loss Before Tax                           $ (19,748 )

 

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 $33,190 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 nine months ended September 30, 2025 and September 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):

 

    2025     2024     2025     2024  
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
North American Brokerage   $ 373     $ 163     $ 624     $ 440  
One Real Title     168       167       505       503  
One Real Mortgage     26       28       79       81  
Total   $ 567     $ 358     $ 1,344     $ 1,024  

 

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

 SCHEDULE OF REVENUE GEOGRAPHY

    2025     2024     2025     2024  
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
United States   $ 499,166     $ 319,411     $ 1,300,336     $ 792,161  
Canada     69,383       53,077       162,941       121,848  
Total revenue by region   $ 568,549     $ 372,488     $ 1,463,277     $ 914,009  

 

6. INCOME TAXES

 

The Company recorded income tax expense of $89 thousand for the three and nine months ended September 30, 2025, all of which related to its operations in India. No income tax expense was recorded for the three and nine months ended September 30, 2024. In all other jurisdictions where the Company operates, the Company has incurred cumulative tax losses and has recorded no income tax expense or benefit in either the three or nine months ended September 30, 2025, or September 30, 2024. Since inception, the Company has not recognized income tax benefits for net losses incurred or for other deferred tax assets in jurisdictions outside of India, as the Company believes it is more likely than not that these deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance against net deferred tax assets in all other jurisdictions.

 

13

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

In July 2025, the One Big Beautiful Bill Act (the “OBBB”) was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs 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 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 OBBB does not currently have a material impact on the Company’s consolidated financial statements.

 

7. BASIC AND DILUTED LOSS PER SHARE

 

Basic loss per share is computed by dividing the net 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 loss per share.

 SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE

    2025     2024     2025     2024  
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
Weighted-average numbers of Common Shares - basic     218,996       196,668       216,262       188,864  
Effect of Dilutive Securities:                                
RSUs     -       -       -       -  
Options     -       -       -       -  
Weighted-average numbers of Common Shares - diluted     218,996       196,668       216,262       188,864  
Loss per share                                
Basic loss per share   $ (0.00 )   $ (0.01 )   $ (0.02 )   $ (0.11 )
Diluted loss per share   $ (0.00 )   $ (0.01 )   $ (0.02 )   $ (0.11 )

 

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

    2025     2024     2025     2024  
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
Options     11,381       15,662       11,381       15,662  
RSU     17,396       27,097       17,396       27,097  
Total     28,777       42,759       28,777       42,759  

 

14

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 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 was 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 up to 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. As of September 30, 2025, 43,348,325 shares remain available for issuance under the 2025 plan.

 

Share Repurchases

 

On May 30, 2025, the Company announced a new share repurchase authorization, 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.

 

B. Measurement of fair value

 

The fair value of the Options has been measured using the Black-Scholes model. 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 during the nine months ended September 30, 2025 and September 30, 2024, were as follows:

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

    As of  
    September 30, 2025     September 30, 2024  
Share price   $ 4.50 to $5.10     $ 4.31 to $5.72  
Expected volatility (weighted-average)     46% to 60 %     73% to 95 %
Expected life (weighted-average)     2.46 to 3.91 years       4.13 to 10 years  
Expected dividends     - %     - %
Risk-free interest rate (based on US government bonds)     4.39 - 4.45%       4.24 - 4.26 %
Weighted-average grant date fair value   $ 4.73     $ 4.87  

 

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

 

15

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

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  
    September 30, 2025     September 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     40       4.73       75       4.87  
Forfeited/ Expired     (40 )     0.76       (74 )     1.43  
Exercised     (3,610 )     0.57       (6,282 )     0.59  
Outstanding at end of period   $ 11,381     $ 1.27     $ 15,662     $ 1.06  
Exercisable at end of period   $ 9,315     $ 1.18     $ 11,820     $ 0.91  

 

The Options outstanding as of September 30, 2025 had a weighted average exercise price of $1.27 (September 30, 2024: $1.06) and a weighted-average remaining contractual life of 6.1 years (September 30, 2024: 6.8 years).

 

D. Restricted share units

 

Restricted share units

 

The Company issues RSUs to agents based on an agent meeting certain performance metrics. 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. These expenses are classified as marketing expenses and are disclosed in the stock-based compensation expense tables below within this footnote, under the caption “Marketing Expenses – Agent Stock-Based Compensation.”

 

Under the Company’s agent stock purchase program (“Agent Purchase Program”), agents purchase RSUs, which are not subject to forfeiture and will be settled after a year from the date of grant, 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 interim 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. As of September 30, 2025, there are 292 thousand performance-based RSUs outstanding and the Company believes the performance conditions for these shares will be met at December 31, 2025.

 

16

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

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     15,286  
Vested and Issued     (10,186 )
Forfeited     (3,574 )
Balance at, September 30, 2025     26,145  

 

Stock-Based Compensation Expense

 

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

 SCHEDULE OF BREAKDOWN OF THE STOCK-BASED COMPENSATION EXPENSE

    Three Months Ended September 30,  
    2025     2024  
   

Options

Expense

   

RSU

Expense

    Total    

Options

Expense

   

RSU

Expense

    Total  
Cost of Sales – Agent Stock-Based Compensation   $       -     $ 12,555     $ 12,555     $           -     $ 9,613     $ 9,613  
Marketing Expenses – Agent Stock-Based Compensation     55       3,880       3,935       90       2,575       2,665  
Marketing Expenses – FTE Stock-Based Compensation     -       43       43       1       5       6  
Research and Development – FTE Stock-Based Compensation     -       339       339       5       303       308  
General and Administrative – FTE Stock-Based Compensation     178       2,862       3,040       383       2,442       2,825  
Total Stock-Based Compensation   $ 233     $ 19,679     $ 19,912     $ 479     $ 14,938     $ 15,417  

 

    Nine Months Ended September 30,  
    2025     2024  
   

Options

Expense

   

RSU

Expense

    Total    

Options

Expense

   

RSU

Expense

    Total  
Cost of Sales – Agent Stock-Based Compensation   $ -     $ 32,757     $ 32,757     $ -     $ 23,763     $ 23,763  
Marketing Expenses – Agent Stock-Based Compensation     180       10,348       10,528       301       6,836       7,137  
Marketing Expenses – FTE Stock-Based Compensation     -       126       126       2       9       11  
Research and Development – FTE Stock-Based Compensation     3       941       944       20       621       641  
General and Administrative – FTE Stock-Based Compensation     640       5,419       6,059       1,448       4,797       6,245  
Total Stock-Based Compensation   $ 823     $ 49,591     $ 50,414     $ 1,771     $ 36,026     $ 37,797  

 

17

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

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 interim 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 September 30,
2025
   

Estimated Fair

Value

December 31,
2024

   

Deposit /

(Withdraw)

   

Dividends,

Interest &

Income

   

Gross

Unrealized

Gains

   

Estimated Fair Value

September 30,
2025

 
Fixed Income   $               9,289     $              19,395     $               9,370     $ 9,511     $ 514     $ (128 )   $              19,267  
Investment Certificate     79       85       79       6       -       -       85  
Total   $ 9,368     $ 19,480     $ 9,449     $ 9,517     $ 514     $ (128 )   $ 19,352  

 

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 1 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 nine months ended September 30, 2025 and three and nine months ended September 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. (“Flyhomes”), a real estate technology company. The Company’s total investment in Flyhomes, 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 September 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

    September 30, 2025     December 31, 2024  
    As of  
    September 30, 2025     December 31, 2024  
Computer hardware and software   $ 3,996     $ 3,070  
Furniture, fixture, and equipment     18       9  
Total property and equipment     4,014       3,079  
Less: accumulated depreciation     (1,500 )     (963 )
Property and equipment, net   $ 2,514     $ 2,116  

 

For the three and nine months ended September 30, 2025 depreciation expense was $205 thousand and $537 thousand, respectively. For the three and nine months ended September 30, 2024 depreciation expense was $135 thousand and $355 thousand, respectively.

 

18

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

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.

 

On July 1, 2025, pursuant to the terms of an asset purchase agreement dated the same day, between the Company and Flyhomes, the Company acquired the AI-powered consumer home search portal and related technology assets of Flyhomes for an aggregate purchase price of $2.75 million. The purchase price was satisfied by cash in the amount of $2.75 million. The transaction was determined to be an asset acquisition in accordance with ASC 805. The acquired technology is amortized on a straight-line basis over a useful life of 5 years.

 

Reconciliation of Carrying Amounts (in thousands):

 SCHEDULE OF RECONCILIATION OF CARRYING AMOUNTS OF INTANGIBLE ASSETS

    December 31, 2023     Additions     December 31, 2024     Additions     September 30, 2025  
Cost                                        
Indefinite-lived trademarks   $ -     $ 25     $ 25     $ -     $ 25  
Acquired Technology     1,168       -       1,168       2,750       3,918  
Customer Relationships     2,839       -       2,839       -       2,839  
Other     456       -       456       -       456  
Total   $ 4,463     $ 25     $ 4,488     $ 2,750     $ 7,238  
                                         
Accumulated Amortization                                        
Acquired Technology   $ 398     $ 234     $ 632     $ 313     $ 945  
Customer Relationships     568       568       1,136       425       1,561  
Other     55       90       145       69       214  
Total   $ 1,021     $ 892     $ 1,913     $ 807     $ 2,720  
                                         
Carrying Amounts   $ 3,442             $ 2,575             $ 4,518  

 

The Company recorded amortization expense of $362 thousand and $807 thousand for the three and nine months ended September 30, 2025, respectively, and $223 thousand and $669 thousand for the three and nine months ended September 30, 2024, respectively.

 

As of September 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 nine months ended September 30, 2025   $ 361  
2026     1,330  
2027     1,330  
2028     647  
2029 and thereafter     825  
Total   $ 4,493  

 

19

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

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. No impairments were recorded during the three and nine months ended September 30, 2025. The accumulated impairment balance of $723 thousand relates to charges recognized in prior periods. The following table is presented in thousands:

 SCHEDULE OF GOODWILL

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

 

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

    September 30, 2025     December 31, 2024  
    As of  
    September 30, 2025     December 31, 2024  
Common Shares Issued, Beginning Balance     202,941       183,605  
Stock Options Exercised     3,717       5,379  
Release of Restricted Stock Units     7,902       13,820  
Retirement of Shares     (3,649 )     -  
Warrants Exercised     -       137  
Common Shares Issued, Ending Balance     210,911       202,941  

 

Treasury Stock

 

Treasury Stock, which is stock repurchased and held by the Trustee, is recognized at cost of purchase and presented as a deduction from Shareholder’s equity. All treasury stock acquired during the period were subsequently reissued in connection with stock-based compensation awards or retired. As of September 30, 2025 the Company held no Treasury Stock. The following table shows the changes in treasury stock shares for the periods presented in thousands:

 SCHEDULE OF TREASURY STOCK

    As of  
    September 30, 2025     December 31, 2024  
Treasury Stock, Beginning Balance     442       175  
Repurchases of Common Shares     5,070       8,264  
Issuance of Treasury Stock     (1,863 )     (7,997 )
Retirement of Treasury Stock     (3,649 )     -  
Treasury Stock, Ending Balance     -       442  

 

20

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

14. FINANCIAL INSTRUMENTS – FAIR VALUE

 

Items measured at fair value (in thousands):

 SCHEDULE OF FINANCIAL INSTRUMENTS

    As of  
    September 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   $ 19,352     $ -     $ -     $ 19,352     $ 9,449     $ -     $ -     $ 9,449  
Total Financial Assets Measured at Fair Value (FV)   $ 19,352     $ -     $ -     $ 19,352     $ 9,449     $ -     $ -     $ 9,449  

 

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

 

21

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 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 prior similar case that has since been resolved, the U.S. Department of Justice Antitrust Division (the “DOJ”) submitted a Statement of Interest objecting that the proposed 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.

 

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 the Illinois Antitrust Act and made misrepresentations as to the payment of brokerage commissions in violation of the Illinois Consumer Fraud and Deceptive Business Practices Act, which 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.

 

22

 

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 September 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 July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: October 30, 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 September 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 July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: October 30, 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 Third Quarter 2025 Financial Results

 

MIAMI, October 30, 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 third quarter ended September 30, 2025.

 

“Real continued to materially outperform the broader housing market in the third quarter, with closed transactions up 49% year-over-year,” said Tamir Poleg, Chairman and Chief Executive Officer. “We also surpassed 30,000 agents, reinforcing the strength of our model and our ability to grow in any market cycle. Our focus remains on delivering meaningful value to our agents and their clients while expanding a differentiated ecosystem of ancillary products and services.”

 

“We organically grew our agent base by 2,100 agents in the third quarter, while our churn metrics declined to multi year lows, demonstrating the durability of our growth engine, “ said Jenna Rozenblat, Real’s Chief Operating Officer. “Our priority remains to drive deeper agent engagement, streamline the client experience, and support productivity across our network. With this momentum, we look forward to closing out the year from a position of strength, while laying the foundation for an even stronger 2026.”

 

“In the third quarter, revenue increased 53% to $568.5 million and Adjusted EBITDA2 grew 54% to $20.4 million, while operating losses narrowed compared to last year,” said Ravi Jani, Chief Financial Officer. “We ended the quarter with a record $56 million of unrestricted cash and short term investments, even after deploying $15.5 million to share repurchases during the quarter. This financial strength gives us ample flexibility to invest in our platform, support ancillary expansion, and return capital to shareholders.”

 

Q3 2025 Financial Highlights1

 

Revenue rose to $568.5 million in the third quarter of 2025, an increase of 53% from $372.5 million in the third quarter of 2024.
     
Gross profit reached $44.9 million in the third quarter of 2025, an increase of 40% from $32.1 million in the third quarter of 2024.
     
Net loss attributable to owners of the Company improved to $(0.4) million in the third quarter of 2025, compared to a net loss of $(2.6) million in the third quarter of 2024.
     
Adjusted EBITDA2 was $20.4 million in the third quarter of 2025, an improvement from $13.3 million in the third quarter of 2024.
     
Operating expenses, which include General & Administrative, Marketing, and Research and Development expenses, totaled $45.3 million in the third quarter of 2025, a 31% increase from $34.6 million in the third quarter of 2024.
     
Revenue share expense, which is included in Marketing expenses, was $15.7 million in the third quarter of 2025, a 35% increase compared to $11.7 million in the third 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 $21.7 million in the third quarter of 2025, an increase of 29% from $16.8 million in the third quarter of 2024.

 

Adjusted operating expense per transaction was $405 in the third quarter of 2025, a decline of 13% from $468 in the third quarter of 2024.

 

Basic and diluted loss per share was $(0.002) in the third quarter of 2025, compared to a basic and diluted loss per share of $(0.01) in the third quarter of 2024.
     
Real generated $8.8 million of cash from operating activities during the third quarter of 2025 and repurchased 3.2 million common shares for $15.5 million in the quarter.
     
Real ended the third quarter of 2025 with $55.8 million of unrestricted cash and equivalents and short-term investments on its balance sheet, and continues to have no debt.

 

 

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

 

2 There are references to “Adjusted EBITDA” and “Adjusted Operating Expense” in this press release, which are non-GAAP measures. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. See accompanying note under the heading “Non-GAAP Measures and Ratios” for an explanation of the composition of these non-GAAP measures.

 

1

 

Q3 2025 Business and Operational Highlights

 

North American Brokerage

 

North American Brokerage revenue rose to $565.3 million in the third quarter of 2025, an increase of 53% from $369.9 million in the third quarter of 2024. Growth was driven by an increase in the number of productive agents on our platform and higher transaction volume.
     
The total number of agents on the platform increased to 30,183 at the end of the third quarter of 2025, an increase of 39% from the third quarter of 2024.
     
The total number of transactions closed was 53,512 in the third quarter of 2025, an increase of 49% from 35,832 in the third quarter of 2024.
     
The total value of completed real estate transactions reached $21.4 billion in the third quarter of 2025, an increase of 49% from $14.4 billion in the third quarter of 2024.
     
As of October 28, 2025, over 30,700 agents are now on the Real platform.

 

One Real Title

 

One Real Title revenue was $1.3 million in the third quarter of 2025, compared to $1.4 million in the third quarter of 2024. The decline was primarily due to the wind-down of several joint ventures, which has not yet been fully offset by the ramp-up of new state-based joint ventures, which generally require several quarters before reaching scale.
Under new leadership, the business is transitioning from team-based to state-based joint ventures to improve scalability and operating efficiency.

 

One Real Mortgage

 

One Real Mortgage revenue reached $1.8 million in the third quarter of 2025, a 47% increase compared to $1.2 million in the third quarter of 2024. Growth was driven by the addition of productive loan officers to the platform and the launch of an inside sales team.
     
As of October 2025, One Real Mortgage had approximately 100 mortgage loan officers, including over 60 affiliated with the Real Originate program.

 

Real Wallet

 

Real Wallet is a financial technology platform that centralizes an agent’s access to certain Company-branded financial products. Real Wallet currently includes: (i) business checking accounts for eligible U.S. agents with Thread Bank, Member FDIC, including a Company-branded debit card; and (ii) credit lines for eligible agents in certain U.S. states and Canadian provinces, based on their earnings history with Real.
     
Real Wallet revenues totaled $0.2 million in the third quarter of 2025, including a ($0.1) million one-time contra-revenue adjustment related to the launch of the Real Wallet Rewards program during the quarter.
     
As of October 2025:

 

Over 4,600 Real agents were utilizing Real Wallet business checking accounts, including approximately 1,100 Real Wallet Tax Planning business checking accounts.
     
The total deposit balance held in all Real Wallet business checking and tax planning accounts was approximately $20 million.

 

Corporate Update

 

Real launched operations in Saskatchewan in October 2025, expanding its Canadian footprint to five provinces.
     
Real will host its annual RISE agent conference in Orlando from November 3–5, 2025, bringing together thousands of agents and industry partners from across North America.

 

2

 

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

 

Conference Call Details:
     
Date:   Thursday, October 30, 2025
     
Time:   8:00 am ET
     
Dial-in Number:  

North American Toll Free: 877-545-0523

International: 973-528-0016

     
Access Code:   861691
     
Webcast:   https://www.webcaster4.com/Webcast/Page/2699/52933
     
Replay Information:
     
Replay Number:  

North American Toll Free: 877-481-4010

International: 919-882-2331

     
Access Code:   52933
     
Replay Link:   https://www.webcaster4.com/Webcast/Page/2699/52933

 

3

 

Non-GAAP Measures and Ratios

 

This news release includes references to “Adjusted EBITDA”, “Adjusted Operating Expense”, and “Operating Expense Excluding Revenue Share”, which are non-U.S. generally accepted accounting principles (“GAAP”) financial measures. Non-GAAP measures, including Non-GAAP ratios, 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.

 

Operating Expense Excluding Revenue Share is used as an alternative to operating expenses by removing variable cash expenses associated with revenue share expenses, which is a component of marketing expenses.

 

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, Adjusted Operating Expense and Operating Expense Excluding Revenue Share 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 nine months ended September 30, 2025 and 2024 and is presented in the table below labeled Reconciliation of Net Loss to Adjusted EBITDA. Our Adjusted Operating Expense and Operating Expense Excluding Revenue Share reconciled to the most comparable GAAP measure is presented for the three and nine months ended September 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.

 

This press release also includes Non-GAAP financial measure ratios. A non-GAAP ratio is a financial measure disclosed in the form of a ratio, fraction, percentage, or similar representation and that has a non-GAAP financial measure as one or more of its components.

 

Operating Expense Excluding Revenue Share per Transaction is a ratio calculated as Operating Expense Excluding Revenue Share, divided by the number of closed transaction sides. Adjusted Operating Expense per Transaction is a ratio calculated as Adjusted Operating Expense, divided by the number of closed transaction sides.

 

4

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars and shares in thousands)

Unaudited

 

    As of  
    September 30, 2025     December 31, 2024  
ASSETS            
CURRENT ASSETS                
Cash and cash equivalents   $ 36,427     $ 23,376  
Restricted cash     35,945       24,089  
Investments in financial assets     19,352       9,449  
Trade receivables     27,861       14,235  
Short-term financing receivables, net     2,224       -  
Other current assets     2,901       1,762  
TOTAL CURRENT ASSETS   $ 124,710     $ 72,911  
NON-CURRENT ASSETS                
Intangible assets, net     4,518       2,575  
Goodwill     8,993       8,993  
Property and equipment, net     2,514       2,116  
Investment in equity securities     2,250       -  
Long-term financing receivables, net     2,230       -  
TOTAL NON-CURRENT ASSETS   $ 20,505     $ 13,684  
TOTAL ASSETS   $ 145,215     $ 86,595  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES                
Accounts payable     1,078       1,374  
Accrued liabilities     47,655       25,939  
Customer deposits     35,945       24,089  
Other payables     6,944       3,050  
TOTAL CURRENT LIABILITIES   $ 91,622     $ 54,452  
TOTAL LIABILITIES   $ 91,622     $ 54,452  
                 
EQUITY                
EQUITY ATTRIBUTABLE TO OWNERS                
Common Shares, no par value, unlimited Common Shares authorized, 210,911 Shares issued and 210,911 outstanding at September 30, 2025; and 202,941 Shares issued and 202,499 outstanding at December 31, 2024     -       -  
Additional paid-in capital     161,896       138,639  
Accumulated deficit     (108,648 )     (104,746 )
Accumulated other comprehensive income     392       708  
Treasury stock, at cost, 0 and 442 Common Shares at September 30, 2025 and December 31, 2024, respectively     -       (2,455 )
EQUITY ATTRIBUTABLE TO OWNERS     53,640       32,146  
Non-controlling interests     (47 )     (3 )
TOTAL EQUITY     53,593       32,143  
TOTAL LIABILITIES AND EQUITY   $ 145,215     $ 86,595  

 

5

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

 

    Three Months Ended September 30,     Nine Months Ended
September 30,
 
    2025     2024     2025     2024  
Revenues   $ 568,549     $ 372,488     $ 1,463,277     $ 914,009  
Cost of Sales     523,692       340,359       1,336,623       829,253  
Gross Profit     44,857       32,129       126,654       84,756  
                                 
General and administrative expenses     19,584       16,301       56,000       42,452  
Marketing expenses     21,034       15,261       62,015       43,779  
Research and development expenses     4,712       3,045       12,637       8,115  
Settlement of litigation                       9,250  
Operating Expenses     45,330       34,607       130,652       103,596  
Operating Loss     (473 )     (2,478 )     (3,998 )     (18,840 )
                                 
Other income, net     365       151       653       381  
Finance expenses, net     (83 )     (214 )     (417 )     (1,289 )
Loss Before Tax   $ (191 )   $ (2,541 )     (3,762 )     (19,748 )
Tax Expense     89             89        
Net Loss   $ (280 )   $ (2,541 )   $ (3,851 )     (19,748 )
Net income attributable to non-controlling interests     167       45       51       150  
Net Loss Attributable to the Owners of the Company   $ (447 )   $ (2,586 )   $ (3,902 )   $ (19,898 )

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

                               
Unrealized gain (loss) on investments in financial assets     (131 )     3       (128 )     97  
Foreign currency translation adjustment     (59 )     (230 )     (188 )     265  
Total Comprehensive Loss Attributable to Owners of the Company   $ (637 )   $ (2,813 )   $ (4,218 )   $ (19,536 )
Total Comprehensive Income Attributable to Non-Controlling Interest     167       45       51       150  
Total Comprehensive Loss   $ (470 )   $ (2,768 )   $ (4,167 )   $ (19,386 )
Earnings (Loss) per share                                
Basic loss per share   $ (0.00 )   $ (0.01 )   $ (0.02 )   $ (0.11 )
Diluted loss per share   $ (0.00 )   $ (0.01 )   $ (0.02 )   $ (0.11 )
Weighted-average shares, basic     218,996       196,668       216,262       188,864  
Weighted-average shares, diluted     218,996       196,668       216,262       188,864  

 

6

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollar in thousands)
Unaudited

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
    2025     2024     2025     2024  
OPERATING ACTIVITIES                                
Net Loss   $ (280 )   $ (2,541 )   $ (3,851 )   $ (19,748 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                                
Depreciation and amortization     567       358       1,344       1,024  
Equity-settled stock-based payment     19,912       15,417       50,414       37,797  
Finance costs     6       (162 )     (81 )     38  
Change in fair value of warrants liability     -       129       -       600  
Changes in operating assets and liabilities:                                
Funds held in restricted escrow account     -       -       -       (9,250 )
Trade receivables     (1,040 )     1,326       (13,626 )     (10,864 )
Other receivables     -                          
Short-term and long-term financing receivables, net     (236 )     -       (4,454 )     -  
Other current assets     (1,278 )     (837 )     (1,139 )     (239 )
Accounts payable     (173 )     (63 )     (296 )     562  
Accrued liabilities     (413 )     (2,638 )     21,716       17,617  
Customer deposits     (10,357 )     (5,608 )     11,856       14,568  
Other payables     2,101       1,815       3,894       12,541  
NET CASH PROVIDED BY OPERATING ACTIVITIES     8,809       7,196       65,777       44,646  
                                 
INVESTING ACTIVITIES                                
Purchase of investment in equity securities     -       -       (2,250 )     -  
Purchase of property and equipment     (395 )     (367 )     (935 )     (964 )
Purchase of intangible assets     (2,750 )     -       (2,750 )     -  
Purchase of financial assets     (14,325 )     (102 )     (15,784 )     (1,815 )
Proceeds from sale of financial assets     -       1,014       5,753       6,766  
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     (17,470 )     545       (15,966 )     3,987  
                                 
FINANCING ACTIVITIES                                
Repurchase of common shares     (15,469 )     (15,110 )     (24,299 )     (30,336 )
Payment of employee taxes on certain share-based arrangements     (263 )     (736 )     (1,974 )     (1,477 )
Proceeds from exercise of stock options     910       1,994       1,571       5,617  
Contributions from (distributions to) non-controlling interest     4       (119 )     (95 )     (171 )
NET CASH USED IN FINANCING ACTIVITIES     (14,818 )     (13,971 )     (24,797 )     (26,367 )
                                 
Net change in cash, cash equivalents and restricted cash     (23,479 )     (6,230 )     25,014       22,266  
Cash, cash equivalents and restricted cash, beginning of period     95,916       56,440       47,465       27,655  
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash     (65 )     (82 )     (107 )     207  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE   $ 72,372     $ 50,128     $ 72,372     $ 50,128  
                                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES                                
Warrants exercised     -       485       -       862  

 

7

 

THE REAL BROKERAGE INC.

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(U.S. dollars in thousands)

Unaudited

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
    2025     2024     2025     2024  
Net Loss   $ (280 )   $ (2,541 )   $ (3,851 )   $ (19,748 )
Add/(Deduct):                                
Finance Expenses, Net     83       (16 )     417       1,554  
Depreciation and Amortization     567       358       1,344       1,024  
Stock-Based Compensation     19,912       15,417       50,414       37,797  
Restructuring Expenses     -       -       250       -  
Expenses Related to Anti-Trust Litigation Settlement     -       33       27       10,259  
Tax Expense     89       -       89       -  
Adjusted EBITDA(i)     20,371       13,251       48,690       30,886  

 

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 and Ratios section of this press release.

 

8

 

THE REAL BROKERAGE INC.

BREAKOUT OF REVENUE BY SEGMENT

(U.S. dollars in thousands)

Unaudited

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
    2025     2024     2025     2024  
Main revenue streams                                
Commissions   $ 565,307     $ 369,890     $ 1,454,501     $ 907,716  
Title     1,307       1,400       3,683       3,450  
Mortgage Broker Income     1,758       1,198       4,543       2,843  
Wallet     177             550        
Total Revenue   $ 568,549     $ 372,488     $ 1,463,277     $ 914,009  

 

9

 

THE REAL BROKERAGE INC.

RECONCILIATION OF OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE BY QUARTER

(U.S. dollars in thousands)

Unaudited

 

    2023       2024       2025  
      Q3       Q4         Q1       Q2       Q3       Q4         Q1       Q2       Q3  
Operating Expense     22,742       26,796         36,477       32,512       34,607       36,371         39,145       46,177       45,330  
Less: Revenue Share Expense     7,946       6,840         9,064       12,475       11,651       9,537         12,504       17,644       15,738  
Revenue Share Expense (% of revenue)     3.7 %     3.8 %       4.5 %     3.7 %     3.3 %     2.7 %       3.5 %     3.3 %     2.8 %
Operating Expense Excluding Revenue Share1     14,796       19,956         27,413       20,037       22,956       26,834         26,641       28,533       29,592  
Less:                                                                            
Stock-Based Compensation - Employees     285       6,543         1,493       2,265       3,139       3,405         1,651       2,057       3,422  
Stock-Based Compensation - Agent     2,769       1,830         2,137       2,335       2,665       2,940         3,115       3,478       3,935  
Depreciation and Amortization Expense     277       298         326       340       358       372         379       398       567  
Restructuring Expense     80       58                                   250              
Expenses Related to Anti-Trust Litigation Settlement                   9,857       369       33       118         27              
Subtotal     3,411       8,729         13,813       5,309       6,195       6,835         5,422       5,933       7,924  
Adjusted Operating Expense2     11,385       11,227         13,600       14,728       16,761       19,998         21,219       22,601       21,668  
Adjusted Operating Expense (% of revenue)     5.3 %     6.2 %       6.8 %     4.3 %     4.5 %     5.7 %       6.0 %     4.2 %     3.8 %

 

1 Operating expense excluding revenue share excludes revenue share expense.

 

2 Adjusted 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

(U.S. dollars in thousands)

Unaudited

 

    2023     2024     2025  
      Q3       Q4       Q1       Q2       Q3       Q4       Q1       Q2       Q3  
Transaction Data                                                                        
Closed Transaction Sides1     20,397       17,749       19,032       30,367       35,832       35,370       33,617       49,282       53,512  
Total Value of Home Side Transactions ($, billions)2     8.1       6.8       7.5       12.6       14.4       14.6       13.5       20.1       21.4  
Median Home Sales Price ($, thousands)3   $ 370     $ 355     $ 372     $ 384     $ 383     $ 380     $ 380     $ 387     $ 390  
Agent Metrics                                                                        
Total Agents4     12,175       13,650       16,680       19,540       21,770       24,140       26,870       28,034       30,183  
Agent Churn Rate (%)5     10.8       6.2       7.9       7.5       7.3       6.8       8.7       9.4       4.9  
Revenue Churn Rate (%)6     4.5       4.9       1.9       1.6       2.0       1.8       2.5       1.9       1.4  
Headcount and Efficiency Metrics                                                                        
Full-Time Employees7     162       159       151       231       240       264       410       429       439  
Full-Time Employees, Excluding One Real Title and One Real Mortgage8     120       118       117       142       155       178       307       324       340  
Headcount Efficiency Ratio9     1:101       1:116       1:143       1:138       1:140       1:136       1:88       1:87       1:89  
Revenue Per Full Time Employee ($, thousands)10   $ 1,789     $ 1,537     $ 1,716     $ 2,400     $ 2,403     $ 1,970     $ 1,153     $ 1,669     $ 1,672  
Operating Expense Excluding Revenue Share ($, thousands)11   $ 14,796     $ 19,956     $ 27,413     $ 20,037     $ 22,956     $ 26,835     $ 26,641     $ 28,533     $ 29,682  
Operating Expense Per Transaction Excluding Revenue Share ($)12   $ 725     $ 1,124     $ 1,440     $ 660     $ 641     $ 759     $ 792     $ 579     $ 555  
Adjusted Operating Expense ($, thousands)13   $ 11,385     $ 11,226     $ 13,600     $ 14,728     $ 16,761     $ 19,998     $ 21,219     $ 22,601     $ 21,668  
Adjusted Operating Expense Per Transaction ($)14   $ 558     $ 632     $ 715     $ 485     $ 468     $ 565     $ 631     $ 459     $ 405  

 

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

2 Represents the U.S. dollar value of all sale, lease and purchase transactions closed by our agents during the period.

3 Represents the median price (in USD) of homes sold or purchased by our agents during the period, based on closed transactions.

4 Represents the total number of agents affiliated with Real at the end of the period.

5 Represents the rate at which agents left our platform during the period, calculated as the number of churned agents during the period divided by the total agent base at the beginning of the period.

6 A supplementary financial measure, calculated as the percentage of revenue lost from agents who churned during the period, calculated as commission revenue generated by churned agents during the last six months divided by total Company commissions revenue for the last six months.

7 Represents the total number of full-time employees of the Company at period end.

8 Represents the total number of full-time employees of the Company excluding employees of One Real Title and One Real Mortgage.

9 Represents 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 non-GAAP measure, calculated as total operating expenses per the Financial Statements, less revenue share expense. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this MD&A.

12 A non-GAAP measure, calculated as operating expense excluding revenue share, divided by the number of closed transaction sides. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this MD&A.

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

14 Adjusted operating expense per transaction, calculated as adjusted operating expense divided by the number of closed transaction sides.

 

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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.

 

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 Capital 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 September 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 30,000 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

 

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