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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 May 2026

 

Commission File Number: 001-40442

 

 

 

THE REAL BROKERAGE INC.

(Registrant)

 

 

 

701 Brickell Avenue, 17th Floor

Miami, Florida, 33131 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, 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and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.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 May 7, 2026 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 March 31, 2026
     
99.2   Unaudited Interim Condensed Consolidated Financial Statements for the period ended March 31, 2026
     
99.3   Certificate of Interim Filings CEO dated May 7, 2026
     
99.4   Certificate of Interim Filings CFO dated May 7, 2026
     
99.5   Press Release dated May 7, 2026 - The Real Brokerage Inc. Announces First Quarter 2026 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 Key Drivers 5
   
First Quarter 2026 Financial Highlights and Market Conditions and Industry Trends 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 12-15
   
Outstanding Share Data 15
   
Business Segment Information 16-20
   
Financial Instruments 20
   
Liquidity and Capital Resources 21-23
   
Critical Accounting Policies and Estimates 23
   
Accounting Policy Development 23
   
Disclosure Controls and Procedures and Internal Control Over Financial Reporting 24
   
Recent Developments 24
   
Legal Proceedings 25
   
Corporate Information 25
   
Additional Information 25

 

 

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

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

 

May 7, 2026

 

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 March 31, 2026, and 2025. This report should be read in conjunction with the interim condensed consolidated financial statements and related notes for the period ended March 31, 2026 and 2025 (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.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 1

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

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 CoPilot, HeyLeo and their expected features;
expectations with respect to future opportunities;
capital expenditure programs and future capital requirements;
demand for the Company’s services;
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, HeyLeo, Leo CoPilot and our strategy to grow our ancillary mortgage broker, title services, and wallet operations;
our inability to offer HeyLeo with all expected features or at all;
our inability to consummate the proposed transaction with REMAX on the expected timeline or at all;
risks related to disruption from the proposed transaction, including disruption of management time from current plans and ongoing business operations due to the proposed transaction and integration matters, and the risk that the proposed transaction could have an adverse effect on our ability to retain agents;
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;

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 2

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

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.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 3

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

RISKS AND UNCERTAINTIES

 

There are a number of risk factors that could cause future results to differ materially from those described herein. Please refer to the risks in Section 5.2 under the caption “Risk Factors” in the Company’s Annual Information Form for the fiscal year ended December 31, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com and EDGAR under the Company’s profile at www.sec.gov, for a list of risks that could materially adversely affect our business, financial condition or results of operations.

 

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 goodwill, income taxes and litigation costs. 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.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 4

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

BUSINESS OVERVIEW AND KEY DRIVERS

 

Real is a real estate technology company that operates a licensed residential real estate brokerage across all 50 U.S. states, the District of Columbia, and five Canadian provinces. The Company generates the majority of its revenue from commissions earned on residential real estate transactions completed by agents affiliated with its platform. In addition, the Company operates ancillary businesses, including mortgage brokerage, title and escrow services, and financial technology and lending products. For additional information about our business, products and services, and operating model, see “Description of the Business” in our Annual Information Form.

 

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, 2025, 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 2025 Form 40-F. There have been no material changes to our business and strategy for the three months ended March 31, 2026, as compared to those described in our management’s discussion and analysis for the year ended December 31, 2025, as incorporated in our 2025 Form 40-F.

 

FIRST QUARTER 2026 FINANCIAL HIGHLIGHTS

 

The total value of completed real estate transactions was $16.8 billion in the first quarter of 2026, representing a 24% increase compared to $13.5 billion in the first quarter of 2025.

 

The total number of closed transaction sides grew 25% year-over-year to 41,882 in the first quarter of 2026, an increase from 33,617 in the first quarter of 2025.

 

The total number of agents on the platform increased to 33,510 at the end of the first quarter of 2026, an increase of 25% from the first quarter of 2025.

 

Revenue increased to $465.6 million for the three months ended March 31, 2026, an increase of 32% from $354.0 million for the three months ended March 31, 2025.

 

Gross profit was $42.2 million for the three months ended March 31, 2026, an increase of 24% from $33.9 million for the three months ended March 31, 2025.

 

Operating expenses, consisting of general and administrative, marketing, research and development expenses, and acquisition costs totaled $45.6 million for the three months ended March 31, 2026, an increase of 17% from $39.1 million for the three months ended March 31, 2025.

 

Net loss was $(3.5) million for the three months ended March 31, 2026, compared to a net loss of $(5.1) million for the three months ended March 31, 2025.

 

Adjusted EBITDA, a non-GAAP measure, was $14.9 million for the three months ended March 31, 2026, compared to Adjusted EBITDA of $8.3 million for the three months ended March 31, 2025.

 

As of March 31, 2026, cash and cash equivalents and investments in financial assets totaled $62.9 million, compared to $49.9 million as of December 31, 2025.

 

MARKET CONDITIONS AND INDUSTRY TRENDS

 

For a description of market conditions and industry trends please refer to section 5.1 in the Company’s Annual Information Form for the fiscal year ended December 31, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com and EDGAR under the Company’s profile at www.sec.gov.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 5

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

SUMMARY OF QUARTERLY INFORMATION

 

The following table provides selected quarterly financial information (in thousands, except per share data) for the eight most recently completed financial quarters ended March 31, 2026. 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.

 

    2026     2025     2024  
    Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
Revenue   $ 465,551     $ 505,139     $ 568,549     $ 540,747     $ 353,981     $ 350,630     $ 372,488     $ 340,778  
Cost of Sales     423,396       466,105       523,692       492,886       320,045       320,645       340,359       308,910  
Gross Profit   $ 42,155     $ 39,034     $ 44,857     $ 47,861     $ 33,936     $ 29,985     $ 32,129     $ 31,868  
General and Administrative Expenses     19,004       18,359       19,584       18,900       17,516       18,632       16,301       14,015  
Marketing Expenses     21,132       20,368       21,034       23,284       17,697       13,698       15,261       15,889  
Research and Development Expenses     5,147       4,806       4,712       3,993       3,932       4,042       3,045       2,608  
Acquisition Costs     312       -       -       -       -       -       -       -  
Settlement of Litigation     -       750       -       -       -       -       -       -  
Operating Expenses   $ 45,595     $ 44,283     $ 45,330     $ 46,177     $ 39,145     $ 36,372     $ 34,607     $ 32,512  
Operating Income (Loss)   $ (3,440 )   $ (5,249 )   $ (473 )   $ 1,684     $ (5,209 )   $ (6,386 )   $ (2,478 )   $ (644 )
Other Income (Expenses), net     112       342       365       166       122       (115 )     (151 )     (57 )
Finance Income (Expenses), net     (86 )     (137 )     (83 )     (300 )     34       434       214       523  
Income (Loss) Before Tax     (3,414 )     (5,044 )     (191 )     1,550       (5,121 )     (6,705 )     (2,541 )     (1,110 )
Tax Expense (Benefit)     44       (829 )     89       -       -       -       -       -  
Net Income (Loss)     (3,458 )     (4,215 )     (280 )     1,550       (5,121 )     (6,705 )     (2,541 )     (1,110 )
Non-controlling Interest     (37 )     (12 )     167       38       154       62       (45 )     (105 )
Income (Loss) Attributable to the Owners of the Company   $ (3,421 )   $ (4,203 )   $ (447 )   $ 1,512     $ (4,967 )   $ (6,643 )   $ (2,586 )   $ (1,215 )
Unrealized Gains (Losses) on Available for Sale Investment Portfolio     74       (84 )     (131 )     (9 )     12       (16 )     3       51  
Foreign Currency Translation Adjustment     309       10       (59 )     (8 )     (121 )     529       (230 )     376  
Comprehensive Income (Loss)   $ (3,038 )   $ (4,277 )   $ (637 )   $ 1,495     $ (5,076 )   $ (6,130 )   $ (2,813 )   $ (788 )
Adjusted EBITDA Reconciliation:                                                                
Net Income (Loss)   $ (3,458 )   $ (4,215 )   $ (280 )   $ 1,550     $ (5,121 )   $ (6,705 )   $ (2,541 )   $ (1,110 )
Finance Costs     86       137       83       300       34       169       (16 )     899  
Depreciation, Amortization, and Tax Expense (Benefit)     619       (244 )     656       398       379       372       358       340  
Stock-Based Compensation     17,001       17,732       19,912       17,795       12,707       15,119       15,417       13,536  
Intangible Asset Impairment     12       -       -       -       -       -       -       -  
Restructuring Expense     240       -       -       -       250       -       -       -  
Expenses related to Litigation Settlement     96       750       -       -       27       118       33       369  
Acquisition Costs     312       -       -       -       -       -       -       -  
Adjusted EBITDA   $ 14,908     $ 14,160     $ 20,371     $ 20,043     $ 8,276     $ 9,073     $ 13,251     $ 14,034  
Basic and Diluted Earnings (Loss) per Share   $ (0.015 )   $ (0.019 )   $ (0.002 )   $ 0.007     $ (0.024 )   $ (0.033 )   $ (0.013 )   $ (0.006 )

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 6

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

QUARTERLY REVENUE PERFORMANCE BY CATEGORY

 

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

 

    2026     2025     2024  
    Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
Brokerage Commissions     462,562       501,982       565,307       537,445       351,749       348,083       369,890       338,574  
Brokerage Commissions – YoY QTR     32     44 %     53 %     59 %     77     93 %     73 %     84 %
Title Revenue     1,259       1,352       1,307       1,346       1,030       1,338       1,400       1,255  
Title Revenue – YoY QTR     22 %     1 %     (7 %)     7 %     30 %     179 %     45 %     32 %
Mortgage Revenue     1,294       1,466       1,758       1,709       1,076       1,167       1,198       949  
Mortgage Revenue – YoY QTR     20 %     26 %     47 %     80 %     55 %     163 %     236 %     162 %
Wallet Revenue     436       339       177       247       126       42              
Wallet Revenue - YoY QTR     246 %     707 %     %     %     %     %     %     %
Total Revenue     465,551       505,139       568,549       540,747       353,981       350,630       372,488       340,778  
Total Revenue – YoY QTR     32 %     44 %     53 %     59 %     76 %     93 %     74 %     84 %

 

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 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.

 

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 Q4 2025 reflect the $750 thousand settlement related to the Cwynar class action lawsuit, as described in Note 15 of our 2025 Financial Statements.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 7

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

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 eight quarters:

 

    2026     2025     2024  
Key Performance Metrics   Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
Closed Transaction Sides1     41,882       48,903       53,512       49,282       33,617       35,370       35,832       30,367  
Total Value of Home Side Transactions ($, billions)2     16.8       20.3       21.4       20.1       13.5       14.6       14.4       12.6  
Median Home Sale Price ($, thousands)3     385       385       390       387       380       380       383       384  
                                                                 
Total Agents4     33,510       31,739       30,183       28,034       26,870       24,140       21,770       19,540  
Agent Churn Rate (%)5     8.0       5.2       4.9       9.4       8.7       6.8       7.3       7.5  
Revenue Churn Rate (%)6     2.4       1.6       1.4       1.9       2.5       1.8       2.0       1.6  
                                                                 
Full-Time Employees7     489       435       439       429       410       264       240       231  
Full-Time Employees, Excluding One Real Title and One Real Mortgage8     394       338       340       324       307       178       155       142  
Headcount Efficiency Ratio9     1:85       1:94       1:89       1:87       1:88       1:136       1:140       1:138  
Revenue Per Full Time Employee ($, thousands)10     1,182       1,490       1,672       1,669       1,153       1,970       2,403       2,400  
Operating Expense Excluding Revenue Share ($, thousands)11     29,907       29,649       29,592       28,534       26,641       26,835       22,956       20,037  
Operating Expense Excluding Revenue Share Per Transaction ($)12     714       606       553       579       792       759       641       660  

 

 

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.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 8

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

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, non-recurring 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 items such as interest, taxes, and amortization, which are non-cash or 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 expenses, litigation settlement costs inclusive of related legal expenses, stock-based compensation, restructuring expense and acquisition costs 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):

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025  
Operating Expense   $ 45,595     $ 39,145  
Less:                
Revenue Share     15,688       12,504  
Operating Expense Excluding Revenue Share   $ 29,907     $ 26,641  

 

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, 2025, 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 2025 Form 40-F. There have been no material changes to our key components of results of operations for the three months ended March 31, 2026, as compared to those described in our management’s discussion and analysis for the year ended December 31, 2025, as incorporated in our 2025 Form 40-F.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 9

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

SUMMARY RESULTS FROM OPERATIONS

 

The following table sets forth our interim condensed consolidated statements of comprehensive loss for the three months ended March 31, 2026 and 2025 (in thousands):

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025  
Revenues   $ 465,551     $ 353,981  
Cost of Sales     423,396       320,045  
Gross Profit   $ 42,155     $ 33,936  
                 
General and administrative expenses     19,004       17,516  
Marketing expenses     21,132       17,697  
Research and development expenses     5,147       3,932  
Acquisition costs     312        
Operating Expenses   $ 45,595     $ 39,145  
Operating Loss   $ (3,440 )   $ (5,209 )
                 
Other income, net     112       122  
Finance expenses     (86 )     (34 )
Loss Before Tax   $ (3,414 )   $ (5,121 )
Tax Expense     44        
Net Loss   $ (3,458 )   $ (5,121 )
Net loss attributable to non-controlling interests     (37 )     (154 )
Net Loss Attributable to the Owners of the Company   $ (3,421 )   $ (4,967 )
Other comprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:                
Unrealized gain on investments in financial assets     74       12  
Foreign currency translation adjustment     309       (121 )
Total Comprehensive Loss Attributable to Owners of the Company   $ (3,038 )   $ (5,076 )
Total Comprehensive Loss Attributable to Non-Controlling Interest     (37 )     (154 )
Total Comprehensive Loss   $ (3,075 )   $ (5,230 )
Loss per share                
Basic loss per share   $ (0.02 )   $ (0.02 )
Diluted loss per share   $ (0.02 )   $ (0.02 )
Weighted-average shares, basic     223,688       204,382  
Weighted-average shares, diluted     223,688       204,382  

 

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

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 10

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

The following table sets forth our cost of sales and operating expenses for the three months ended March 31, 2026 and 2025 (in thousands):

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025     % Change  
Cost of Sales   $ 423,396     $ 320,045       32 %
                         
Operating Expenses                        
General and Administrative Expenses     19,004       17,516       8 %
Salaries and Benefits     10,024       9,702       3 %
Stock-Based Compensation for Employees     2,720       1,305       108 %
Administrative Expenses     737       892       (17 )%
Professional Fees     3,808       4,193       (9 )%
Depreciation and Amortization Expense     575       379       52 %
Other     1,140       1,045       9 %
Marketing Expenses     21,132       17,697       19 %
Salaries and Benefits     469       390       20 %
Stock-Based Compensation for Employees     14       40       (65 )%
Stock-Based Compensation for Agents     4,371       3,115       40 %
Revenue Share     15,688       12,504       25 %
Other     590       1,648       (64 )%
Research and Development Expenses     5,147       3,932       31 %
Salaries and Benefits     2,927       2,394       22 %
Stock-Based Compensation for Employees     293       305       (4 )%
Software, Cloud, & Tools     1,902       1,107       72 %
Other     25       126       (80 )%
Acquisition Costs     312       -          
Total Operating Expenses     45,595       39,145       17 %
Total Cost of Sales and Operating Expenses     468,991     $ 359,190       31 %

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 11

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

DISCUSSION OF RESULTS FROM OPERATIONS

 

Key Performance Metrics

 

Management uses key performance indicators to evaluate business growth, agent and transaction trends, operational efficiency, and the scalability of the Company’s 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 revenue. Total agents, agent churn rate, and revenue churn rate are used to assess agent network growth, retention, and revenue stability.

 

Operational efficiency is evaluated using metrics such as full-time employees (“FTEs”), headcount efficiency ratio, and revenue per FTE, which reflects the relationship between headcount growth and revenue scale. In 2025, FTEs 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. In Q1 2026, the headcount efficiency ratio decreased from the prior year due to the conversion of 34 contractor roles in the US to employee status, predominantly in the company’s brokerage operations.

 

Management also monitors operating expense excluding revenue share and operating expense per transaction excluding revenue share to provide additional visibility into fixed and discretionary costs, independent of agent-driven revenue share.

 

Revenue

 

Revenue for the three months ended March 31, 2026, increased 31.5% to $466 million, from $354 million in the three months ended March 31, 2025. This increase was driven primarily by growth in the number of productive agents and higher closed transaction volume.

 

Cost of Sales

 

Cost of Sales for the three months ended March 31, 2026 increased 32.3% to $423 million, from $320 million for the three months ended March 31, 2025, primarily reflecting higher commission payments associated with agent and increased transaction growth.

 

As a percentage of revenue, Cost of Sales increased to 90.9% for the three months ended March 31, 2026, from 90.4% for the three months ended March 31, 2025. This increase reflects a higher proportion of transactions completed by agents who had reached their annual commission caps, as well as lower relative contribution from higher-margin ancillary services.

 

Gross Profit

 

Gross profit for the three months ended March 31, 2026 grew 24% to $42 million, compared to $34 million for the three months ended March 31, 2025, driven by higher transaction volume and agent growth.

 

Gross margin declined to 9.1% for the three months ended March 31, 2026, from 9.6% for the three months ended March 31, 2025, primarily due to commission Cap dynamics and revenue mix.

 

Operating Expenses

 

Total operating expenses were $45.6 million for the three months ended March 31, 2026, an increase of 17% compared to $39.1 million for the three months ended March 31, 2025. The increase reflects a combination of higher agent-related marketing expenses and increased investment in corporate infrastructure and technology.

 

General & Administrative Expenses (“G&A”)

 

G&A expenses were $19.0 million for the three months ended March 31, 2026, compared to $17.5 million for the three months ended March 31, 2025, representing an increase of 8%.

 

The year-over-year increase primarily reflects changes in the following components:

 

Salaries and benefits expense increased to $10.0 million for the three months ended March 31, 2026, from $9.7 million for the three months ended March 31, 2025, primarily due to higher headcount across administrative, finance, legal, and operations functions to support a larger agent base and higher transaction volume.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 12

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

Professional fees decreased to $3.8 million for the three months ended March 31, 2026, compared to $4.2 million for the three months ended March 31, 2025. The decrease was primarily driven by lower broker consulting costs, due to the conversion of certain broker consultants to full time employees in the U.S.

 

Stock-based compensation within G&A increased to $2.7 million for the three months ended March 31, 2026, from $1.3 million for the three months ended March 31, 2025, reflecting higher equity compensation awarded to employees.

 

Marketing Expenses

 

Marketing expenses were $21.1 million for the three months ended March 31, 2026, compared to $17.7 million for the three months ended March 31, 2025, representing an increase of 19%.

 

The increase was driven primarily by agent-related, variable costs that scale with revenue, including:

 

Revenue share increased to $15.7 million for the three months ended March 31, 2026, compared to $12.5 million for the three months ended March 31, 2025, reflecting a larger base of productive agents eligible for revenue share payments and higher closed transaction growth. Revenue share payments are made to agents who recruit other agents to the Company’s platform and are classified as marketing expense because they represent costs of building and sustaining the Company’s agent network rather than direct costs of fulfilling the Company’s performance obligations on individual real estate transactions.

 

Stock-based compensation for agents increased to $4.4 million for the three months ended March 31, 2026, from $3.1 million for the three months ended March 31, 2025, driven by higher transaction-related RSU awards.

 

Other marketing expenses decreased to $590 thousand for the three months ended March 31, 2026 from $1.6 million for the three months ended March 31, 2025, primarily due to lower event costs associated with supporting agent and employee engagement and retention.

 

Research and Development Expenses

 

Research and Development expenses were $5.1 million for the three months ended March 31, 2026, compared to $3.9 million for the three months ended March 31, 2025, representing an increase of 31%.

 

The increase primarily reflects:

 

Salaries and benefits expense increased to $2.9 million for the three months ended March 31, 2026, from $2.4 million for the three months ended March 31, 2025, reflecting higher headcount supporting platform enhancements, new product development, and AI initiatives, including payroll associated with employees who joined the Company in connection with the Flyhomes asset acquisition.

 

Operating Loss

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025     % Change  
Operating Loss     (3,440 )     (5,209 )     (34 )%
Percentage of Total Revenues     (0.7 )%     (1.5 )%        

 

Operating loss was $(3.4) million for the three months ended March 31, 2026, compared to $(5.2) million for the three months ended March 31, 2025. As a percentage of total revenues, operating loss improved to (0.7%) from (1.5%) in the prior year. The improvement primarily reflects strong revenue growth and operating leverage, partially offset by higher personnel and operating costs to support business growth.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 13

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

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

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025     % Change  
Net Loss   $ (3,458 )   $ (5,121 )     (32 )%
Add/(Deduct):                        
Depreciation and Amortization     575       379       52 %
Tax Expense     44       -          
EBITDA (i)   $ (2,839 )   $ (4,742 )     40 %

 

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 $(2.8) million for the three months ended March 31, 2026, compared to $(4.7) million for the three months ended March 31, 2025. The year-over-year improvement primarily reflects revenue growth and improved operating leverage, partially offset in part by higher personnel and technology-related operating expenses.

 

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 and intangible asset impairment, restructuring expenses, acquisition costs, and expenses incurred as part of the settlement agreement to resolve the Cwynar 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.

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025     % Change  
Net Loss   $ (3,458 )   $ (5,121 )     (32 )%
Add/(Deduct):                        
Finance Expenses, Net     86       34       153 %
Depreciation and Amortization     575       379       52 %
Stock-Based Compensation     17,001       12,707       34 %
Intangible Asset Impairment     12       -          
Restructuring Expenses     240       250       (4 )%
Expenses Related to Litigation Settlement     96       27       260 %
Acquisition Costs     312       -          
Tax Expense     44       -          
Adjusted EBITDA(i)   $ 14,908       8,276       80 %

 

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 increased to $14.9 million for the three months ended March 31, 2026, compared to $8.3 million for the three months ended March 31, 2025. The increase primarily reflects:

 

Revenue growth driven by a larger agent base and higher closed transaction volume.
Operating leverage as corporate infrastructure and technology scaled with revenue.
Changes in stock-based compensation, which are discussed in the section below.

 

Stock-Based Compensation

 

Stock-based compensation expense for the three months ended March 31, 2026 was $17.0 million compared to $12.7 million for the three months ended March 31, 2025. The increase was primarily attributable to participation in the Company’s agent stock purchase program, increased production-based equity incentives for agents, and higher equity compensation awarded to employees, partially offset by RSU forfeitures recognized during the quarter.

 

Stock-based compensation may continue to increase as the Company expands its agent network and equity-based incentive programs. However, stock-based compensation expense may fluctuate from period-to-period based on the volume and timing of awards, forfeitures, vesting schedules and changes in share price.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 14

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

The following table is presented in thousands:

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025  
   

Options

Expense

   

RSU

Expense

    Total    

Options

Expense

   

RSU

Expense

    Total  
Cost of Sales – Agent Stock-Based Compensation   $     $ 9,603     $ 9,603     $     $ 7,942     $ 7,942  
Marketing Expenses – Agent Stock-Based Compensation     44       4,327       4,371       69       3,046       3,115  
Marketing Expenses – FTE Stock-Based Compensation     -       14       14       -       40       40  
Research and Development – FTE Stock-Based Compensation     -       293       293       1       304       305  
General and Administrative – FTE Stock-Based Compensation     107       2,613       2,720       253       1,052       1,305  
Total Stock-Based Compensation   $ 151     $ 16,850     $ 17,001     $ 323     $ 12,384     $ 12,707  

 

OUTSTANDING SHARE DATA

 

As of March 31, 2026, the Company had 213.5 million Common Shares issued and outstanding. In addition, 33.2 million Common Shares were reserved for issuance pursuant to outstanding RSUs and 10.4 million Common Shares were reserved for issuance pursuant to outstanding stock options.

 

As of April 30, 2026, the Company had 214.6 million Common Shares issued and outstanding. As of that date, 34.5 million RSUs were issued and outstanding, each of which will settle for one Common Share upon vesting, but may be settled in cash in certain circumstances in accordance with the equity plan under which the RSUs were issued.

 

As of April 30, 2026, the Company also had 10.2 million Common Share purchase options (“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.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 15

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

BUSINESS SEGMENT INFORMATION

 

A breakdown of the interim condensed consolidated statements of comprehensive loss by business segment during the period, as well as a reconciliation from Net 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

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025     % Change  
Revenues   $ 462,562     $ 351,749       32 %
Cost of sales     422,295       319,249       32 %
Gross Profit     40,267       32,500       24 %
Operating Expenses     42,180       35,401       19 %
Operating Loss     (1,913 )     (2,901 )     (34 )%
Net Loss     (1,899 )     (2,790 )     (32 )%
Add/(Deduct)                        
Finance Income, Net     86       10       760 %
Depreciation and Amortization     381       184       107 %
Tax Expense     44       -          
Stock-Based Compensation     16,796       12,485       35 %
Restructuring Expense     205       -          
Expenses Related to Litigation Settlement     96       27       256 %
Acquisition Costs     312       -          
Adjusted EBITDA     16,021       9,916       62 %

 

Revenues for the North American Brokerage segment were $462.6 million for the three months ended March 31, 2026, an increase of 32% compared to $351.7 million for the three months ended March 31, 2025. The increase was driven by growth in productive agents and higher closed transaction volume, reflecting continued market share gains.

 

Operating expenses were $42.2 million for the three months ended March 31, 2026, compared to $35.4 million for the three months ended March 31, 2025, reflecting higher agent-related variable costs, including Revenue Share and agent stock-based compensation, as well as increased personnel and technology costs to support growth. Operating expenses in the period also included $0.2 million of restructuring expense related to organizational changes intended to improve operational efficiency.

 

The segment reported an operating loss of $(1.9) million for the three months ended March 31, 2026, compared to an operating loss of $(2.9) million for the three months ended March 31, 2025. The year-over-year improvement reflects revenue growth outpacing the increase in operating expenses, demonstrating improved operating leverage.

 

Adjusted EBITDA for the North American Brokerage Segment was $16.0 million for the three months ended March 31, 2026, compared to $9.9 million for the three months ended March 31, 2025, reflecting higher transaction volume and the scalability of the brokerage platform.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 16

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

ONE REAL TITLE

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025     % Change  
Revenues   $ 1,259     $ 1,030       22 %
Cost of sales     182       167       9 %
Gross Profit     1,077       863       25 %
Operating Expenses     1,855       2,288       (19 )%
Operating Loss     (778 )     (1,425 )     (45 )%
Net Loss     (777 )     (1,446 )     (46 )%
Add/(Deduct)                        
Finance (Income) Expenses, Net     -       21       (100 )%
Depreciation and Amortization     168       168       %
Stock-Based Compensation     34       (4 )     950 %
Intangible Asset Impairment     12       -          
Restructuring Expense     -       250       (100 )%
Adjusted EBITDA   $ (563 )   $ (1,011 )     44 %

 

Revenues for One Real Title were $1.3 million for the three months ended March 31, 2026, compared to $1.0 million for the three months ended March 31, 2025, representing an increase of 22%. Revenue growth was driven primarily by an increase in the number of transactions closed during the quarter, partially offset by a decline in revenue per transaction resulting from an increased mix of refinance and home equity line of credit transactions, which generally carry lower title and settlement fees than purchase transactions.

 

Operating expenses decreased to $1.9 million for the three months ended March 31, 2026, compared to $2.3 million for the three months ended March 31, 2025. The decrease reflects lower operating costs associated with the strategic transition to the state-based joint venture model, as well as the absence of $0.3 million of restructuring expense recognized in the prior year period.

 

The segment reported an operating loss of $(0.8) million for the three months ended March 31, 2026, compared to an operating loss of $(1.4) million for the three months ended March 31, 2025. The lower loss reflects higher gross profit and decreased operating expenses, including the absence of restructuring expense recognized in the prior year period.

 

Adjusted EBITDA was $(0.6) million for the three months ended March 31, 2026, compared to $(1.0) million for the three months ended March 31, 2025. The increase primarily reflects a lower operating loss during the period.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 17

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

ONE REAL MORTGAGE

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025     % Change  
Revenues   $ 1,294     $ 1,076       20 %
Cost of sales     806       577       40 %
Gross Profit     488       499       (2 )%
Operating Expenses     948       1,302       (27 )%
Operating Loss     (460 )     (803 )     (43 )%
Net Loss     (453 )     (802 )     (44 )%
Add/(Deduct)                        
Depreciation and Amortization     26       27       (4 )%
Stock-Based Compensation     116       225       (48 )%
Restructuring Expense     35       -          
Adjusted EBITDA   $ (276 )   $ (550 )     50 %

 

Revenues for the One Real Mortgage segment were $1.3 million for the three months ended March 31, 2026, compared to $1.1 million for the three months ended March 31, 2025, representing an increase of 20%. Revenue growth was driven by the addition of productive loan officers to the platform and the launch of an inside sales team, which supported higher funded loan volume.

 

Operating expenses decreased to $0.9 million for the three months ended March 31, 2026, compared to $1.3 million for the three months ended March 31, 2025, reflecting lower operating costs, partially offset by certain one-time restructuring expenses.

 

The segment reported an operating loss of $(460) thousand for the three months ended March 31, 2026, compared to a loss of $(803) thousand for the three months ended March 31, 2025. The decrease in operating loss primarily reflects lower operating expenses and revenue growth.

 

Adjusted EBITDA improved to $(276) thousand for the three months ended March 31, 2026, compared to $(550) thousand for the three months ended March 31, 2025, reflecting revenue growth and expense management.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 18

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

REAL WALLET

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025     % Change  
Revenues   $ 436     $ 126       246 %
Cost of sales     113       52       -  
Gross Profit     323       74       336 %
Operating Expenses     612       154       297 %
Operating Loss   $ (289 )   $ (80 )     261 %
Net Loss   $ (329 )   $ (83 )     296 %
Add/(Deduct)                        
Finance (Income) Expenses, Net     -       3          
Stock-Based Compensation     55       1          
Adjusted EBITDA   $ (274 )   $ (79 )     (247 )%

 

Revenues for Real Wallet were $436 thousand for the three months ended March 31, 2026, an increase from $126 thousand for the three months ended March 31, 2025. The increase reflects growth in agent held Real Wallet bank account deposits, which the Company earns interest income on, increased Real-branded debit card activity, which the Company earns interchange fees on, and expanded use of lines of credit which the Company earns interest and fee income on.

 

Operating expenses increased to $612 thousand for the three months ended March 31, 2026, compared to $154 thousand for the three months ended March 31, 2025. The increase primarily reflects higher personnel, legal, and professional costs associated with expanding the platform, including higher stock-based compensation expense.

 

The segment reported an operating loss of $289 thousand, for the three months ended March 31, 2026, compared to a loss of $80 thousand for the three months ended March 31, 2025. The higher operating loss primarily reflects increased operating expenses associated with scaling the business during the quarter, partially offset by higher revenue and gross profit.

 

Adjusted EBITDA loss was $274 thousand for the three months ended March 31, 2026, compared to an Adjusted EBITDA loss of $80 thousand for the three months ended March 31, 2025. The change reflects higher operating loss, partially offset by adjustments for stock-based compensation.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 19

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

REVENUE BY GEOGRAPHY

 

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

 

    For the Three Months Ended  
    March 31, 2026     March 31, 2025  
United States   $ 428,142     $ 320,492  
Canada     37,409       33,489  
Total revenue by region   $ 465,551     $ 353,981  

 

FINANCIAL INSTRUMENTS

 

The Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash, trade receivables, financing receivables, available-for-sale (“AFS”) debt securities, accounts payable, and accrued liabilities. For instruments other than AFS debt securities, fair value approximates carrying value due to short-term maturities.

 

AFS debt securities, which are recorded at fair value and included in investments on the interim condensed consolidated balance sheets. The Company’s debt securities portfolio consists primarily of debt securities issued by U.S government agencies, local municipalities, and certain corporate entities. The fair value of investment securities is impacted by interest rates, credit spreads, market volatility, and liquidity conditions. These conditions, and their associated risks, are managed through periodic review and rebalancing of the Company’s investment portfolio.

 

Interest income and dividends earned on AFS debt securities are recognized in interest and dividend income. Unrealized gains and losses resulting from changes in fair value are recorded in other comprehensive income (loss) and are excluded from earnings unless realized or determined to be credit-related.

 

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

 

Description  

Estimated Fair

Value

December 31, 2025

   

Deposit /

(Withdraw)

   

Dividends,

Interest &

Income

   

Gross

Unrealized

Gain (Loss)

   

Estimated Fair
Value

March 31, 2026

 
Fixed Income   $ 16,628     $ 42     $ 61     $ 74     $ 16,805  
Investment Certificate     103       (4 )     -       -       99  
Total   $ 16,731     $ 38     $ 61     $ 74     $ 16,904  

 

A breakdown of financial instruments as of March 31, 2026 is included below (in thousands):

 

    As of March 31, 2026  
    Carrying Amount     Fair Value  
    Financial Assets at Amortized Cost     Other Financial Liabilities     Total     Level 1     Level 2     Level 3     Total  
Investments in Financial Assets   $ 16,830     $ -     $ 16,830     $ 16,904     $ -     $ -     $ 16,904  
Total Financial Assets Measured at Fair Value (FV)   $ 16,830     $ -     $ 16,830     $ 16,904     $ -     $ -     $ 16,904  

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 20

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of March 31, 2026, cash and cash equivalents and investments totaled $62.9 million, compared to $49.9 million as of December 31, 2025. Cash and cash equivalents consist of cash held in bank accounts and amounts held in investment accounts primarily consist of money market instruments and short-term debt securities.

 

The Company’s operations are conducted primarily in the United States and Canada. Assets held in other jurisdictions, including Israel and India, are not material and primarily relate to employees providing services to support North American operations, including cash in the bank, prepaid subscriptions, computers and hardware. Cash balances held outside North America are not significant and do not materially restrict the Company’s liquidity.

 

Cash Flows

 

Operating Activities. Cash flows generated by operating activities were $23.3 million for the three months ended March 31, 2026, compared to $16.0 million for the three months ended March 31, 2025. The increase was driven primarily by improved operating results. Operating cash flow was also favorably impacted by non-cash stock-based compensation expense of $17.0 million.

 

Investing Activities. Cash flows used in investing activities were $0.3 million for the three months ended March 31, 2026, primarily reflecting net purchase of financial assets of $0.1 million and fixed asset purchases of $0.2 million.

 

Financing Activities. Cash flows provided by financing activities were $0.1 million for the three months ended March 31, 2026, primarily reflecting proceeds of $0.1 million from the exercise of stock options.

 

Capital Resources

 

The Company believes that its existing cash and cash equivalents, investments, and cash flows expected to be generated from operations will be sufficient to meet its short-term and ongoing operating requirements.

 

Future capital requirements may be affected by factors such as continued investment in technology, growth initiatives, market conditions and potential mergers and acquisitions. To support these activities the Company may seek to obtain additional funding, including through equity or debt financing, if appropriate.

 

The following table presents liquidity (in thousands):

 

    For the Period Ended  
    March 31, 2026     December 31, 2025  
Cash and Cash Equivalents   $ 46,016     $ 33,213  
Investment in Financial Assets     16,904       16,731  
Total Liquidity [i]   $ 62,920     $ 49,944  

 

[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.

 

The Company holds no debt obligations.

 

Other than working capital liabilities, 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.

 

The Company expects to meet its obligations and commitments as they become due through existing cash balances and cash flows from operations.

 

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 Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 21

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

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 months ended March 31, 2026.

 

Balance Sheet overview (in thousands):

 

    As of  
    March 31, 2026     December 31, 2025  
ASSETS                
Current Assets   $ 136,704     $ 105,764  
Non-Current Assets     20,204       21,097  
TOTAL ASSETS   $ 156,908     $ 126,861  
                 
LIABILITIES                
Current Liabilities     91,318       75,266  
Non-Current Liabilities     10       10  
TOTAL LIABILITIES     91,328       75,276  
TOTAL EQUITY     65,580       51,585  
TOTAL LIABILITIES AND EQUITY   $ 156,908     $ 126,861  

 

Assets overview by geographical region (in thousands):

 

    As of March 31, 2026  
    Canada     Israel     India     United States     Total  
ASSETS                                        
CURRENT ASSETS                                        
Cash and Cash Equivalents   $ 3,361     $ 136     $ 323     $ 42,196     $ 46,016  
Restricted Cash     25,530       -       -       11,275       36,805  
Investment in Financial Assets     94       -       -       16,810       16,904  
Trade Receivables     4,830       -       -       20,355       25,185  
Other Receivables     -       101       -       -       101  
Short-Term Financing Receivables, Net     3,439       -       -       5,569       9,008  
Prepaid Expenses and Deposits     93       -       430       2,162       2,685  
TOTAL CURRENT ASSETS   $ 37,347     $ 237     $ 753     $ 98,367     $ 136,704  
LONG-LIVED ASSETS                                        
Intangible Assets     -       -       -       3,812       3,812  
Goodwill     -       -       -       8,993       8,993  
Property and Equipment     9       10       259       2,173       2,451  
TOTAL LONG-LIVED ASSETS   $ 9     $ 10     $ 259     $ 14,978     $ 15,256  

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 22

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

    As of December 31, 2025  
    Canada     Israel     India     United States     Total  
ASSETS                                        
CURRENT ASSETS                                        
Cash and Cash Equivalents   $ 2,632     $ 69     $ 81     $ 30,431     $ 33,213  
Restricted Cash     18,039       -       -       8,299       26,338  
Investment in Financial Assets     94       -       -       16,637       16,731  
Trade Receivables     4,186       -       -       15,984       20,170  
Other Receivables     -       99       -       -       99  
Short-Term Financing Receivables, Net     2,784                       3,447       6,231  
Prepaid Expenses and Deposits     45       -       405       2,532       2,982  
TOTAL CURRENT ASSETS   $ 27,780     $ 168     $ 486     $ 77,330     $ 105,764  
LONG-LIVED ASSETS                                        
Intangible Assets     -       -       -       4,157       4,157  
Goodwill     -       -       -       8,993       8,993  
Property and Equipment     10       10       208       2,227       2,455  
TOTAL LONG-LIVED ASSETS   $ 10     $ 10     $ 208     $ 15,377     $ 15,605  

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

For further details on the Company’s business and strategy, see “Critical Accounting Policies and Estimates” set out in our management’s discussion and analysis for the year ended December 31, 2025, 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 2025 Form 40-F. There have been no material changes to our critical accounting policies and estimates for the three months ended March 31, 2026, as compared to those described in our management’s discussion and analysis for the year ended December 31, 2025, as incorporated in our 2025 Form 40-F.

 

ACCOUNTING POLICY DEVELOPMENT

 

Recently Adopted Accounting Pronouncements

 

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 adopted the practical expedient in ASU 2025-05 during the three months ended March 31, 2026, and there was no impact on the Company’s interim condensed consolidated financial statements.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 23

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Evaluation of Disclosure Controls and Procedures

 

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(f) under the Securities Exchange Act of 1934). 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 March 31, 2026.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in Internal Control over Financial Reporting during the period ended March 31, 2026 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 Company’s equity-settled stock-based compensation plans (see Note 7.A of the Financial Statements). The Company makes certain payments to one of its directors for services provided in the director’s capacity as a real estate agent. Such payments include commissions, revenue sharing, and equity-based awards, which are recorded within cost of sales and marketing expenses (see Note 16 of the Financial Statements).

 

RECENT DEVELOPMENTS

 

Acquisition of RE/MAX Holdings, Inc.

 

On April 26, 2026, the Company entered into a definitive agreement to acquire RE/MAX Holdings, Inc, the parent company of RE/MAX, LLC. Under the terms of the agreement, which has been approved by the boards of directors of both companies, the parties will form a new holding company called Real REMAX Group. Refer to Note 17 of the Financial Statements for further description of the transaction details, of which Note 17 is hereby incorporated by reference.

 

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.

 

Tamir Poleg, Chairman and Chief Executive Officer of the Company, and Guy Gamzu, a member of the Board of Directors of the Company, had previously entered into 10b5-1 trading plans (“Plans”), which are intended to satisfy the affirmative defense of Rule 10b5-1(c). On April 26, 2026, the Company entered into a definitive agreement to acquire RE/MAX Holdings, Inc., and, in connection with the agreement, Mr. Poleg and Mr. Gamzu entered into a voting agreement where they agreed to vote their shares in favor of the transaction at the shareholder meeting. As a result, on April 28, 2026, each of Mr. Poleg and Mr. Gamzu terminated his Rule 10b5-1 trading plan prior to its scheduled expiration.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 24

 

THE REAL BROKERAGE INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

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.

 

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, 2025, 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.

 

The Real Brokerage Inc. MD&A | Three Months Ended March 31, 2026 25

 

 

 

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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 Changes in Equity 4
   
Interim Condensed Consolidated Statements of Cash Flows 5
   
Notes to the Interim Condensed Consolidated Financial Statements 6-19

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 1 

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars and shares in thousands)

UNAUDITED 

 

             
    As of  
    March 31, 2026     December 31, 2025  
ASSETS            
CURRENT ASSETS                
Cash and cash equivalents   $ 46,016     $ 33,213  
Restricted cash     36,805       26,338  
Investments in financial assets     16,904       16,731  
Trade receivables     25,185       20,170  
Short-term financing receivables, net     9,008       6,231  
Other current assets     2,786       3,081  
TOTAL CURRENT ASSETS   $ 136,704     $ 105,764  
Intangible assets, net     3,812       4,157  
Goodwill     8,993       8,993  
Property and equipment, net     2,451       2,455  
Investment in equity securities     2,250       2,250  
Long-term financing receivables, net     1,767       2,311  
Deferred tax asset     931       931  
TOTAL ASSETS   $ 156,908     $ 126,861  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES                
Accounts payable     931       1,161  
Accrued liabilities     48,993       38,205  
Customer deposits     36,805       26,338  
Other payables     4,589       9,562  
TOTAL CURRENT LIABILITIES   $ 91,318     $ 75,266  
Deferred tax liability     10       10  
TOTAL LIABILITIES   $ 91,328     $ 75,276  
                 
EQUITY                
EQUITY ATTRIBUTABLE TO OWNERS                
Common Shares, no par value, unlimited Common Shares authorized, 213,498 Shares issued and outstanding at March 31, 2026; and 210,478 Shares issued and outstanding at December 31, 2025     -       -  
Additional paid-in capital     181,262       164,208  
Accumulated deficit     (116,272 )     (112,851 )
Accumulated other comprehensive income     701       318  
EQUITY ATTRIBUTABLE TO OWNERS   $ 65,691     $ 51,675  
Non-controlling interests     (111 )     (90 )
TOTAL EQUITY   $ 65,580     $ 51,585  
TOTAL LIABILITIES AND EQUITY   $ 156,908     $ 126,861  

 

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

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 2 

 

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 March 31,  
    2026     2025  
Revenues   $ 465,551     $ 353,981  
Cost of Sales     423,396       320,045  
Gross Profit     42,155       33,936  
                 
General and administrative expenses     19,004       17,516  
Marketing expenses     21,132       17,697  
Research and development expenses     5,147       3,932  
Acquisition costs     312        
Operating Expenses     45,595       39,145  
Operating Loss     (3,440 )     (5,209 )
                 
Other income, net     112       122  
Finance expenses, net     (86 )     (34 )
Loss Before Tax     (3,414 )     (5,121 )
Tax Expense     44        
Net Loss   $ (3,458 )   $ (5,121 )
Net loss attributable to non-controlling interests     (37 )     (154 )
Net Loss Attributable to the Owners of the Company   $ (3,421 )   $ (4,967 )

Other comprehensive income/(loss), Items that will be

reclassified subsequently to profit or loss:

               
Unrealized gain on investments in financial assets     74       12  
Foreign currency translation adjustment     309       (121 )
Total Comprehensive Loss Attributable to Owners of the Company   $ (3,038 )   $ (5,076 )
Total Comprehensive Loss Attributable to Non-Controlling Interest     (37 )     (154 )
Total Comprehensive Loss   $ (3,075 )   $ (5,230 )
Loss per share                
Basic loss per share   $ (0.02 )   $ (0.02 )
Diluted loss per share   $ (0.02 )   $ (0.02 )
Weighted-average shares, basic and diluted     223,688       204,382  

 

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

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 3 

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN 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, 2026   $ 164,208     $ (112,851 )   $ 318     $     $ 51,675     $ (90 )   $ 51,585  
Total net loss     -       (3,421 )     -       -       (3,421 )     (37 )     (3,458 )
Total other comprehensive income     -       -       383       -       383       -       383  
Contributions from non-controlling interests     -       -       -       -       -       16       16  
Exercise of stock options     53       -       -       -       53       -       53  
Equity-settled stock-based payment     17,001       -       -       -       17,001       -       17,001  
Balance at, March 31, 2026   $ 181,262     $ (116,272 )   $ 701     $ -     $ 65,691     $ (111 )   $ 65,580  
                                                         
Balance at, January 1, 2025   $ 138,639     $ (104,746 )   $ 708     $ (2,455 )   $ 32,146     $ (3 )   $ 32,143  
Total net loss     -       (4,967 )     -       -       (4,967 )     (154 )     (5,121 )
Total other comprehensive loss     -       -       (109 )     -       (109 )     -       (109 )
Distributions to non-controlling interests     -       -       -       -       -       (76 )     (76 )
Repurchase of common shares     -       -       -       (6,122 )     (6,122 )     -       (6,122 )
Release of treasury stock     (7,986 )     -       -       7,986       -       -       -  
Exercise of stock options     310       -       -       -       310       -       310  
Shares withheld for taxes     (1,213 )     -       -       -       (1,213 )     -       (1,213 )
Equity-settled stock-based payment     12,707       -       -       -       12,707       -       12,707  
Balance at, March 31, 2025   $ 142,457     $ (109,713 )   $ 599     $ (591 )   $ 32,752     $ (233 )   $ 32,519  

 

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

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 4 

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

UNAUDITED

 

             
    Three Months Ended March 31,  
    2026     2025  
OPERATING ACTIVITIES                
Net Loss   $ (3,458 )   $ (5,121 )
Adjustments to reconcile net loss to net cash provided by operating activities:                
Depreciation and amortization     575       379  
Equity-settled stock-based payment     17,001       12,707  
Impairment of intangible assets     12       -  
Finance income (expenses)     51       (149 )
Changes in operating assets and liabilities:                
Trade receivables     (5,015 )     (2,555 )
Financing receivables, net     (2,233 )     (2,969 )
Other current assets     295       175  
Accounts payable     (230 )     (447 )
Accrued liabilities     10,788       7,633  
Customer deposits     10,467       6,170  
Other payables     (4,973 )     127  
NET CASH PROVIDED BY OPERATING ACTIVITIES     23,280       15,950  
                 
INVESTING ACTIVITIES                
Purchase of property and equipment     (238 )     (285 )
Purchase of financial assets     (5,414 )     (1,350 )
Proceeds from sale of financial assets     5,315       257  
NET CASH USED IN INVESTING ACTIVITIES     (337 )     (1,378 )
                 
FINANCING ACTIVITIES                
Repurchase of common shares     -       (6,122 )
Payment of employee taxes on certain stock-based arrangements     -       (1,213 )
Proceeds from exercise of stock options     53       310  
Contributions from (distributions to) non-controlling interest     16       (76 )
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     69       (7,101 )
                 
Net change in cash, cash equivalents and restricted cash     23,012       7,471  
Cash, cash equivalents and restricted cash, beginning of period     59,551       47,465  
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash     258       29  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE   $ 82,821     $ 54,965  

 

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

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 5 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

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. Real operates as a fully digital brokerage and offers ancillary services such as mortgage broker, title and escrow services, and financial technology and lending products.

 

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, 2025 that is included in this quarterly report is derived from the audited Consolidated Financial Statements and notes for the year ended December 31, 2025. 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 interest in. Intercompany transactions and balances are eliminated upon consolidation.

 

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

 

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

 

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.

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 6 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

D. Cash and Cash Equivalents and Restricted Cash

 

The following table (in thousands) provides a reconciliation of cash, cash equivalents, and restricted cash further reported within the 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

             
    As of  
    March 31, 2026     March 31, 2025  
Cash and cash equivalents   $ 46,016     $ 24,706  
Restricted cash     36,805       30,259  
Total cash, cash equivalents, and restricted cash, ending balance   $ 82,821     $ 54,965  

 

 

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. Accounting Policy Developments

 

Recently Adopted Accounting Pronouncement

 

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 adopted the practical expedient in ASU 2025-05 during the three months ended March 31, 2026, and there was no impact on the Company’s interim condensed consolidated financial statements.

 

New Accounting Pronouncements

 

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 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

             
    Three Months Ended March 31,  
    2026     2025  
Main revenue streams                
Brokerage Commissions   $ 462,562     $ 351,749  
Title     1,259       1,030  
Mortgage Broker Income     1,294       1,076  
Wallet     436       126  
Total Revenue   $ 465,551     $ 353,981  

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 7 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

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

             
    Three Months Ended March 31,  
    2026     2025  
Cost of Sales   $ 423,396     $ 320,045  
                 
Operating Expenses                
General and Administrative Expenses     19,004       17,516  
Salaries and Benefits     10,024       9,702  
Stock-Based Compensation for Employees     2,720       1,305  
Administrative Expenses     737       892  
Professional Fees     3,808       4,193  
Depreciation and Amortization Expense     575       379  
Other     1,140       1,045  
Marketing Expenses     21,132       17,697  
Salaries and Benefits     469       390  
Stock-Based Compensation for Employees     14       40  
Stock-Based Compensation for Agents     4,371       3,115  
Revenue Share     15,688       12,504  
Other     590       1,648  
Research and Development Expenses     5,147       3,932  
Salaries and Benefits     2,927       2,394  
Stock-Based Compensation for Employees     293       305  
Software, Cloud, & Tools     1,902       1,107  
Other     25       126  
Acquisition Costs     312       -  
 Total Operating Expenses   $ 45,595     $ 39,145  
Total Cost of Sales and Operating Expenses   $ 468,991     $ 359,190  

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 8 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

5. OPERATING SEGMENTS DISCLOSURES

 

The Company identifies an operating segment as a component of the business that (i) engages in business activities from which it may earn revenues and incur expenses, (ii) has discrete financial information available, and (iii) is regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources.

Segment information is prepared on the same basis used by the CODM, who is the Company’s Chief Executive Officer, to manage the business and make decisions regarding allocating resources and performance evaluation. Based on this assessment, the Company has identified the following operating segments:

 

North American Brokerage - generates revenue by processing real estate transactions, which entitles the Company to earn commissions.

 

One Real Title - generates revenue by offering title insurance and closing services for residential and commercial transactions.

 

One Real Mortgage - generates revenue from origination fees earned in connection with facilitating mortgage transactions between borrowers and lenders.

 

Real Wallet - generates revenue from interchange fees on Company-branded debit cards, interest income on certain deposit accounts, and interest income and various fees associated with credit lines.

 

Once operating segments are identified, the Company evaluates each segment using both quantitative and qualitative analysis, including current and historical revenue and profitability for each operating segment, to determine whether the segments have similar operating characteristics and whether they meet the criteria for separate disclosure under ASC 280.

Based on this evaluation, the Company has determined that it operates as three reportable segments - North American Brokerage, One Real Title and One Real Mortgage, each of which meets the quantitative thresholds for separate disclosure under ASC 280-10-50-12 and which collectively comprise more than 90% of the Company’s total revenue and income (loss) from operations. Real Wallet does not meet any of the quantitative thresholds for separate disclosure under ASC 280 and is therefore included within “Other Segments”. Prior period segment information has been recast to reflect the change in the number of reportable segments and allocate revenue, cost of sales and operating expenses between the various segments.

 

The CODM evaluates segment performance using revenue, gross profit and operating income (loss). These metrics are used to assess performance, identify trends affecting the segments, develop forecasts and make strategic operating decisions. All segments follow the same basis of presentation and accounting policies as those described throughout the notes to the interim condensed consolidated financial statements and as included herein.

 SCHEDULE OF OPERATING SEGMENT

                               
    For the Three Months Ended March 31, 2026  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Other Segments     Total  
Revenues   $ 462,562     $ 1,259     $ 1,294     $ 436     $ 465,551  
Cost of sales     422,295       182       806       113       423,396  
Gross Profit   $ 40,267     $ 1,077     $ 488     $ 323     $ 42,155  
                                         
Operating Expenses(1)(2)     42,180       1,855       948       612       45,595  
Operating Loss   $ (1,913 )   $ (778 )   $ (460 )   $ (289 )   $ (3,440 )
                                         
Reconciliation of loss (segment loss)                                        
Other income, net                                     112  
Finance expense, net                                     (86 )
Loss Before Tax                                   $ (3,414 )

 

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

 

2 Operating expenses includes Revenue share expense of approximately $15,688 thousand and is recorded in the North American Brokerage segment.

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 9 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

                               
    For the Three Months Ended March 31, 2025  
   

North American

Brokerage

    One Real Title     One Real Mortgage     Other Segments     Total  
Revenues   $ 351,749     $ 1,030     $ 1,076     $ 126     $ 353,981  
Cost of sales     319,249       167       577       52       320,045  
Gross Profit   $ 32,500     $ 863     $ 499     $ 74     $ 33,936  
                                         
Operating Expenses(1)(2)     35,401       2,288       1,302       154       39,145  
Operating Loss   $ (2,901 )   $ (1,425 )   $ (803 )   $ (80 )   $ (5,209 )
                                         
Reconciliation of profit or loss (segment profit/loss)                                        
Other income, net                                     122  
Finance expenses, net                                     (34 )
Loss Before Tax                                   $ (5,121 )

 

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

 

2 Operating expenses includes Revenue share expense of approximately $12,504 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 periods ended March 31, 2026 and March 31, 2025.

 

Segment assets and liabilities are not regularly provided to the Chief Operating Decision Maker and, accordingly, are not disclosed.

  SCHEDULE OF DEPRECIATION AND AMORTIZATION

Depreciation and Amortization (in thousands):

             
    Three Months Ended March 31,  
    2026     2025  
North American Brokerage   $ 381     $ 184  
One Real Title     168       168  
One Real Mortgage     26       27  
Total   $ 575     $ 379  

 

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

 SCHEDULE OF REVENUE GEOGRAPHY

             
    Three Months Ended March 31,  
    2026     2025  
United States   $ 428,142     $ 320,492  
Canada     37,409       33,489  
Total revenue by region   $ 465,551     $ 353,981  

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 10 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

6. BASIC AND DILUTED LOSS PER SHARE

 

Basic loss per share is computed by dividing net loss attributable to common shareholders for the period by the weighted average number of common shares outstanding (“Common Shares”) outstanding during the period.

 

Diluted loss per share is calculated by dividing net loss attributable to common shareholders by the weighted average number of Common Shares outstanding, adjusted for the effect of potentially dilutive securities. For the periods presented, the Company incurred a net loss; accordingly, all potentially dilutive securities were anti-dilutive and have been excluded from the calculation of diluted loss per share. As a result, basic and diluted loss per share are the same.

 

For periods with net income, the Company applies the treasury stock method to calculate the potential dilutive effect of unvested RSUs and unexercised stock options in periods in which the Company reports net income. The Company does not pay dividends or have participating securities 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

             
    Three Months Ended March 31,  
    2026     2025  
Weighted-average number of Common Shares - basic and diluted     223,688       204,382  
Loss per share                
Basic and diluted loss per share   $ (0.02 )   $ (0.02 )
Diluted loss per share   $ (0.02 )   $ (0.02 )

 

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

             
    Three Months Ended March 31,  
    2026     2025  
Options     10,360       14,501  
RSU     22,053       25,497  
Total     32,413       39,998  

  

 

7. STOCK-BASED PAYMENT ARRANGEMENTS

 

A. Description of stock-based payment arrangements

 

Stock option plan (equity-settled)

 

The Company maintains equity-settled stock-based compensation plans under which stock options, restricted stock units, and other stock-based awards may be granted to directors, officers, employees, agents, and other service providers, including independent contractors, of the Company.

 

On August 20, 2020, the Company established an amended and restated stock option plan (the “Stock Option Plan”) that entitles key management personnel and employees to purchase shares in the Company. 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 August 20, 2020, the Company established a Restricted Share Unit Plan (the “RSU Plan”), which provides for the issuance of RSUs to participants.

 

On February 26, 2022, the Company established an omnibus incentive plan (the “Omnibus Incentive Plan”), which was approved by shareholders on June 13, 2022. The Omnibus Incentive Plan provides for the issuance of RSUs and stock options, subject to an overall limit of up to 20% of the issued and outstanding Common Shares as of the applicable award 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 Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 11 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

On July 13, 2022, the Company adopted an amended and restated omnibus incentive plan (the “A&R Plan”), which was approved by shareholders on June 9, 2023. Under 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. The A&R Plan also authorized the issuance of up to 70,000,000 RSUs. 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.

 

On April 14, 2025, the Company adopted the 2025 Stock Incentive Plan (the “2025 Plan”), which was approved by shareholders on May 30, 2025. The 2025 Plan authorizes the issuance of up to 50,000,000 Common Shares for stock-based compensation awards, and other stock-based awards. As of March 31, 2026, 29,648,159 shares remain available for issuance under the 2025 plan.

 

The Company has adopted a series of security-based incentive plans over time, with each new plan superseding the prior plan for purposes of future grants. Accordingly, no further awards may be granted under the RSU Plan, the Stock Option Plan, the Omnibus Incentive Plan or the A&R Plan following the adoption of the applicable successor plan. Notwithstanding the foregoing, each such plan continues to govern previously granted awards thereunder.

 

B. Measurement of fair value

 

The fair value of the Options has been measured using the Black-Scholes option pricing model. The Black-Scholes model requires management to make certain assumptions, including the expected life of the stock options, expected volatility, and risk-free interest rate. Service and non-market performance conditions attached to the awards are not considered in measuring fair value. The assumptions used to estimate the fair value of stock options granted during the periods ended March 31, 2026 and March 31, 2025, were as follows:

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

    As of  
    March 31, 2026     March 31, 2025  
Share price   $     $ 5.10  
Expected volatility (weighted-average)         60 %
Expected life (weighted-average)     0 years       2.46 years  
Expected dividends     %     %
Risk-free interest rate (based on U.S. government bonds)     %     4.45 %
Weighted-average grant date fair value   $     $ 5.10  

 

There were no stock options granted for the three months ended March 31, 2026.

 

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

 

C. Reconciliation of outstanding stock options

 

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

 SCHEDULE OF NUMBER OF OPTIONS AND WEIGHTED AVERAGE EXERCISE PRICES

    As of  
    March 31, 2026     March 31, 2025  
   

Number of

Options

   

Weighted-

Average

Exercise Price

   

Number of

Options

   

Weighted-

Average

Exercise Price

 
Outstanding at beginning of year     10,704     $ 1.32       14,991     $ 1.09  
Granted                 15       5.10  
Forfeited/ Expired     (189 )     0.13       (19 )     0.92  
Exercised     (155 )     0.67       (486 )     0.69  
Outstanding at end of period     10,360     $ 1.34       14,501     $ 1.11  
Exercisable at end of period     8,968     $ 1.29       11,729     $ 0.99  

 

The Options outstanding as of March 31, 2026 had a weighted average exercise price of $1.34 (March 31, 2025: $1.11) and a weighted-average remaining contractual life of 5.8 years (March 31, 2025: 6.4 years).

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 12 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

D. Restricted share units

 

The Company grants restricted share units to agents, employees, and other service providers under its stock-based payment arrangements. Each RSU entitles the holder to receive one Common Share upon vesting and may be settled in Common Shares or, at the Company’s discretion, in cash. RSUs are historically and expected to be equity-settled and therefore classified as equity awards.

 

RSUs are subject to service-based vesting conditions and, in certain cases, performance-based vesting conditions. Stock-based compensation expense for RSUs is recognized over the applicable vesting period based on the grant-date fair value of the award and the estimated number of RSUs expected to vest, with a corresponding increase to additional paid-in capital. RSUs that do not vest are forfeited.

 

Agent RSUs

 

The Company grants RSUs to agents through multiple stock-based payment arrangements that are designed to support agent retention, production, and engagement. Agent RSUs are subject to service-based vesting conditions and are forfeited if the applicable vesting conditions are not satisfied. The Company recognizes expense from the issuance of these RSUs during the applicable vesting period based on the grant-date fair value of the award and the estimated number of RSUs expected to vest, with a corresponding increase in additional paid-in capital.

 

Agent Purchase Program RSUs

 

Under the Company’s agent stock purchase program, (“Agent Purchase Program”), agents may acquire RSUs using a portion of their commissions that is withheld by the Company. RSUs acquired under this program are not subject to forfeiture and are settled after a year from the date of grant. Stock-based compensation expense related to these RSUs is recognized in the period in which the RSUs are granted and is classified within cost of sales, with a corresponding increase to equity.

 

Bonus RSUs Related to the Agent Purchase Program RSUs

 

As an incentive to participate in the Agent Purchase Program and remain with the Company following the purchase, the Company grants incentive-based RSUs (“Bonus RSUs”). Bonus RSUs vest one year from the grant date and are subject to forfeiture if the applicable service conditions are not satisfied. The number of Bonus RSUs granted is determined as a percentage of commissions withheld under the Agent Purchase Program, with the applicable percentage dependent on whether the agent has reached their contractual commission cap. Stock-based compensation expense related to Bonus RSUs is recognized over the vesting period and is classified within marketing expense.

 

Production- and Service-Based Agent RSUs

 

The Company also grants RSUs to agents in connection with achieving specified production milestones, attracting and retaining productive agents, and making defined contributions to the Company’s agent community. These awards include, among others, production-based Elite awards, capping awards, attracting awards, and cultural or service-based awards. Such RSUs generally vest over a period of up to three years and are subject to forfeiture if vesting conditions are not met. Stock-based compensation expense related to these awards is recognized over the vesting period and is classified within marketing expense.

 

Employee RSUs

 

RSUs granted to full-time employees (“FTEs”) are generally subject to service-based vesting conditions and typically vest over a four-year period. Stock-based compensation expense related to employee RSUs is recognized over the vesting period and is classified within general and administrative, research and development, or marketing expense based on the employee’s functional department.

 

Performance-Based RSUs

 

The Company also grants performance-based RSUs that vest upon the achievement of specified performance conditions. Stock-based compensation expense for performance-based RSUs is recognized over the vesting period based on the grant date fair value of the award and the number of awards expected to vest, which is reassessed at each reporting period based on the probability that the performance conditions will be achieved. If it is determined that the performance conditions will not be met, previously recognized compensation expense is reversed. As of March 31, 2026, there are 0.8 million performance-based RSUs outstanding and the Company does not believe the performance conditions for these shares will be met at December 31, 2026.

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 13 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

RSU Activity

 

The following table illustrates the Company’s stock activity (in thousands of units) for the RSUs under its equity plan. Once fully vested, awards are either settled in stock or the equivalent cash value, as determined at the Company’s discretion. RSUs are historically and expected to be equity-settled and therefore are classified as equity awards.

 SCHEDULE OF STOCK ACTIVITY FOR RESTRICTED SHARE UNIT PLAN

    Restricted Share Units  
Balance at, December 31, 2024     24,619  
Granted     20,022  
Vested and Issued     (13,110 )
Forfeited     (4,139 )
Balance at, December 31, 2025     27,392  
Granted     9,064  
Vested and Issued     (2,972 )
Forfeited     (273 )
Balance at, March 31, 2026     33,211  

 

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 loss.

 SCHEDULE OF BREAKDOWN OF THE STOCK-BASED COMPENSATION EXPENSE

    For the Three Months Ended  
    March 31, 2026     March 31, 2025  
   

Options

Expense

   

RSU

Expense

    Total    

Options

Expense

   

RSU

Expense

    Total  
Cost of Sales – Agent Stock-Based Compensation   $     $ 9,603     $ 9,603     $     $ 7,942     $ 7,942  
Marketing Expenses – Agent Stock-Based Compensation     44       4,327       4,371       69       3,046       3,115  
Marketing Expenses – FTE Stock-Based Compensation     -       14       14       -       40       40  
Research and Development – FTE Stock-Based Compensation     -       293       293       1       304       305  
General and Administrative – FTE Stock-Based Compensation     107       2,613       2,720       253       1,052       1,305  
Total Stock-Based Compensation   $ 151     $ 16,850     $ 17,001     $ 323     $ 12,384     $ 12,707  

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 14 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

8. INVESTMENTS

 

Available-for-Sale Securities at Fair Value

 

The Company’s investments in financial assets consist primarily of available-for-sale (“AFS”) debt securities, which are recorded at fair value and included in investments on the interim condensed consolidated balance sheets. These investments primarily consist of fixed income securities issued by U.S. government agencies, local municipalities, and certain corporate entities.

 

The following table provides a breakdown of the Company’s investments in financial assets, measured at fair value, as of March 31, 2026 and December 31, 2025 (in thousands):

 

 SCHEDULE OF INVESTMENTS IN FINANCIAL ASSETS MEASURED AT FAIR VALUE

Description   Cost or Amortized Cost December 31, 2025     Cost or Amortized Cost March 31, 2026    

Estimated Fair

Value

December 31, 2025

   

Deposit /

(Withdraw)

   

Dividends,

Interest &

Income

   

Gross

Unrealized

Gains

   

Estimated Fair Value

March 31, 2026

 
Fixed Income   $ 16,840     $ 16,731     $ 16,628     $ 42     $ 61     $ 74     $ 16,805  
Investment Certificate     103       99       103       (4 )     -       -       99  
Total   $ 16,943     $ 16,830     $ 16,731     $ 38     $ 61     $ 74     $ 16,904  

 

The fair value of investment securities is impacted by interest rates, credit spreads, market volatility, and liquidity conditions. Interest income and dividends earned on AFS debt securities are recognized in interest and dividend income. Unrealized gains and losses resulting from changes in fair value are recorded in other comprehensive income (loss) and are excluded from earnings unless realized or determined to be credit-related.

 

Equity Investment

 

On June 30, 2025, the Company acquired a 2.3% minority equity interest in Flyhomes, Inc. (“Flyhomes”), a real estate technology company for total consideration of $2.25 million, through the purchase of preferred shares.

 

Because the investment does not have a readily determinable fair value, the Company accounts for the investment under the measurement alternative in 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 March 31, 2026, the Company had not identified any impairment or observable price changes related to the Flyhomes investment. The investment is classified as an investment in equity securities in the interim condensed consolidated balance sheets.

 

9. PROPERTY AND EQUIPMENT

 

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

 SCHEDULE OF PROPERTY AND EQUIPMENT

             
    As of  
    March 31, 2026     December 31, 2025  
Computer hardware and software   $ 4,339     $ 4,137  
Furniture, fixture, and equipment     62       42  
Total property and equipment     4,401       4,179  
Less: accumulated depreciation     (1,950 )     (1,724 )
Property and equipment, net   $ 2,451     $ 2,455  

 

For the three months ended March 31, 2026 and March 31, 2025, depreciation expense was $242 thousand and $156 thousand, respectively.

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 15 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

10. INTANGIBLE ASSETS

 

The Company’s intangible assets are finite lived and consist primarily of customer relationships and acquired technology, which are amortized on a straight-line basis over their estimated useful lives of 5 years. The company also holds indefinite-lived trademarks, which are not amortized. As of March 31, 2026, the carrying amount of indefinite-lived trademarks was $13 thousand.

 

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, with the consideration paid in cash. The transaction was accounted for as an asset acquisition in accordance with ASC 805. The acquired technology is included within acquired technology intangible assets and is amortized on a straight-line basis over an estimated useful life of 5 years.

 

Reconciliation of Carrying Amounts (in thousands):

 

 SCHEDULE OF RECONCILIATION OF CARRYING AMOUNTS OF INTANGIBLE ASSETS

   

December 31,

2024

    Additions    

December

31, 2025

    Additions     Impairment    

March 31,

2026

 
Cost                                                
Indefinite-lived trademarks   $ 25     $     $ 25     $     $ (12 )   $ 13  
Acquired Technology     1,168       2,750       3,918                   3,918  
Customer Relationships     2,839             2,839                   2,839  
Other     456             456                   456  
Total   $ 4,488     $ 2,750     $ 7,238     $     $ (12 )   $ 7,226  
                                                 
Accumulated Amortization                                                
Acquired Technology   $ 632     $ 509     $ 1,141     $ 168     $     $ 1,309  
Customer Relationships     1,136       567       1,703       142             1,845  
Other     145       92       237       23             260  
Total   $ 1,913     $ 1,168     $ 3,081     $ 333     $     $ 3,414  
                                                 
Carrying Amounts   $ 2,575             $ 4,157                     $ 3,812  

 

The Company recorded amortization expense of $333 thousand and $223 thousand for the three months ended March 31, 2026 and March 31, 2025, respectively.

 

As of March 31, 2026, expected amortization (in thousands) related to intangible assets will be:

 SCHEDULE OF EXPECTED AMORTIZATION RELATED TO INTANGIBLE ASSETS

Expected Amortization      
2026, excluding the three months ended March 31, 2026   $ 997  
2027     1,330  
2028     647  
2029     550  
2030 and thereafter     275  
Total   $ 3,799  

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 16 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

11. GOODWILL

 

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination and is recorded in accordance with ASC 350.

 

The Company evaluates goodwill for impairment at the reporting unit level at least annually, and more frequently if events or changes in circumstances indicate that goodwill may be impaired. The annual impairment assessment is performed as of the fourth quarter of each fiscal year.

 

In performing its impairment assessment, the Company first evaluates 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 the qualitative assessment indicates that it is more likely than not that impairment exists, the Company performs a quantitative impairment test. The fair value of each reporting unit is determined primarily using the income approach, which incorporates discounted cash flow analyses, with the market approach used as a corroborative reference.

 

No impairment was recorded for the three months ended March 31, 2026. The accumulated impairment loss of $723 thousand relates to charges recognized in prior periods.

 

The following table presents goodwill by reporting unit (in thousands):

 SCHEDULE OF GOODWILL

   

North American

Brokerage

    One Real Title     One Real Mortgage     Total  
Balance at March 31, 2026   $ 602     $ 7,670     $ 721     $ 8,993  
                                 
Accumulated Impairment Loss at March 31, 2026   $     $ 723     $     $ 723  

 

 

12. INCOME TAXES

 

The Company recorded income tax expense of $44 thousand for the period ended March 31, 2026, which represents an effective tax rate of (1.29)%. No income tax expense was recorded for the period ended March 31, 2025. The effective tax rate for the period ended March 31, 2026 and 2025, differs from the statutory rate primarily due to changes in valuation allowance and the mix of earnings and losses in the jurisdictions the Company operates.

 

13. CAPITAL AND RESERVES

 

Common Shares

 

On May 14, 2024, the Company renewed its normal course issuer bid (“NCIB”) pursuant to which it was authorized to purchase up to approximately 9.47 million Common Shares, representing approximately 5% of the total 189 million Common Shares issued and outstanding as of May 1, 2024. The NCIB terminated May 28, 2025.

 

During the term of the NCIB, the Company acquired Common Shares primarily to satisfy obligations under its stock-based compensation plans, including the settlement of restricted share units.

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 17 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

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. Repurchases may be made from time to time at prevailing market prices, subject to applicable Canadian securities laws. The program does not have a fixed expiration date and may be suspended or discontinued at any time. The program does not obligate the company to acquire any specific number of Common Shares. From May 30, 2025 through March 31, 2026, the Company has repurchased 7.1 million Common Shares in aggregate under the share repurchase authorization for $30.4 million.

 

All Common Shares rank equally with regards to the Company’s residual assets. The following table presents the change in issued Common Shares for the periods presented (in thousands):

SCHEDULE OF COMMON SHARES 

             
    As of  
    March 31, 2026     December 31, 2025  
Common Shares Issued, Beginning Balance     210,478       202,941  
Stock Options Exercised     155       4,390  
Release of Restricted Stock Units     2,865       10,716  
Retirement of Shares           (7,569 )
Common Shares Issued, Ending Balance     213,498       210,478  

 

Treasury Stock

 

Treasury stock represents Common Shares repurchased by the Company and is recognized at cost as a reduction of shareholder’s equity. Treasury stock is subsequently reissued in connection with stock-based compensation awards or retired.

 

As of March 31, 2026 the Company did not hold any treasury stock.

 

14. FINANCIAL INSTRUMENTS – FAIR VALUE

 

Items measured at fair value (in thousands):

 SCHEDULE OF FINANCIAL INSTRUMENTS

    As of  
    March 31, 2026     December 31, 2025  
    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   $ 16,904     $     $     $ 16,904     $ 16,731     $     $     $ 16,731  
Total Financial Assets Measured at Fair Value (FV)   $ 16,904     $     $     $ 16,904     $ 16,731     $     $     $ 16,731  

 

During the periods ended March 31, 2026, and December 31, 2025, there have been no transfers between Level 1, Level 2 and Level 3.

 

As of March 31, 2026 and December 31, 2025, the Company’s carrying amounts of financial instruments, including cash and cash equivalent, restricted cash, trade receivables, financing receivables, accounts payable, and accrued liabilities approximate their fair value due to their short-term maturities.

 

15. COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company may be involved in claims, litigation or regulatory inquiries that arise in the ordinary course of business. Such matters could result in legal costs and the diversion of management’s attention and resources. Except as identified with respect to the matters below, the Company does not believe that the outcome of any individual pending legal or regulatory matter to which it is a party will have a material adverse effect on its results of operations, financial condition, cash flows 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.

 

Umpa v. The National Association of Realtors, et al.

 

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.

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 18 

 

THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

UNAUDITED

 

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, in Q1 2024, 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.

 

Cwynar v. The Real Brokerage Inc.

 

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. On December 31, 2025, the Company entered into a settlement agreement to resolve the Cwynar Class Action on a nationwide basis. Pursuant to the terms of the settlement agreement, the Company will pay $750,000 into a qualified settlement fund following the court’s preliminary approval of the settlement agreement. This settlement conclusively addresses all claims asserted against the Company in the Cwynar 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. The settlement agreement received preliminary approval by the court in March 2026. The settlement agreement is pending final court approval, and would take effect following the successful resolution of any appeals process, if any. The Company does not foresee the settlement terms having a material impact on its future operations.

 

Zillow v. Taylor, et al.

 

On December 29, 2025, the Company was named as a defendant along with Zillow Inc. and other brokerages in a putative class action lawsuit, captioned Zillow v. Taylor, et al., which was filed in the United States District Court Western District of Washington at Seattle (the “Taylor Class Action”). The Taylor Class Action alleges that the defendants entered into a continuing contract, combination, or conspiracy to fraudulently induce prospective home buyers into using agents referred by Zillow through their Zillow Flex program, and illegally steering buyers into using Zillow Home Loans, in violation of the Racketeer Influenced and Corrupt Organizations Act. The Taylor Class Action further alleges violations of the Real Estate Settlement Procedures Act, violations of the Washington Consumer Protection Act, and breach of, and aiding and abetting breach of, fiduciary duty. The Company is unable to predict the outcome of the Taylor 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 Taylor Class Action could have a material adverse effect on the Company’s financial position, results of operations, and cash flow.

 

16.       RELATED PARTY TRANSACTIONS

 

The Company makes certain payments to one of its directors for services provided in the director’s capacity as a real estate agent. Such payments include commissions, revenue sharing, and equity-based awards, which are recorded within cost of sales and marketing expenses. These transactions are conducted at arm’s-length terms and are immaterial to the Company.

 

17.       SUBSEQUENT EVENTS

 

Acquisition of RE/MAX Holdings, Inc.

 

On April 26, 2026, the Company entered into a definitive agreement to acquire RE/MAX Holdings, Inc (“RE/MAX Holdings”), the parent company of RE/MAX, LLC. Under the terms of the agreement, which has been approved by the boards of directors of both companies, the parties will form a new holding company called Real REMAX Group.

 

The transaction values each RE/MAX Holdings share at $13.80 based on the Company’s closing price on April 24, 2026. Under the terms of the agreement, RE/MAX Holdings shareholders will have the right to elect to receive 5.15 shares of Real REMAX Group or $13.80 in cash, subject to proration such that the aggregate cash proceeds to RE/MAX Holdings shareholders in the transaction will be no less than $60 million and no greater than $80 million. Real shareholders will receive 1 share of Real REMAX Group for each share of the Company. Following the closing of the transaction, the Company’s shareholders are expected to own approximately 59% of the combined company, and RE/MAX Holdings shareholders are expected to own approximately 41% on a fully diluted basis, assuming the midpoint of available cash consideration to RE/MAX Holdings shareholders.

 

The transaction is expected to close in the second half of 2026, subject to customary closing conditions, regulatory approvals, and approval by each company’s shareholders.

 

During the three months ended March 31, 2026, $0.3 million of expenses were incurred in connection with the signing of this agreement. These expenses consist of professional services, consulting and legal fees and are presented within the Acquisition costs line item within operating expenses in the interim condensed consolidated statements of comprehensive loss.

 

The Real Brokerage Inc. Financial Statements | Three Months Ended March 31, 2026 19 

 

 

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 March 31, 2026.

 

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 January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 7, 2026  
   
/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 March 31, 2026.

 

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 January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 7, 2026  
   
/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 First Quarter 2026 Financial Results

 

MIAMI, May 7, 2026 – 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 first quarter ended March 31, 2026.

 

“Real delivered another quarter of significant growth, with revenue increasing 32% year-over-year, demonstrating the continued strength of our platform and agent value proposition,” said Tamir Poleg, Chairman and Chief Executive Officer. “The agreement to acquire RE/MAX Holdings Inc. (“REMAX”) represents a defining moment in our history and in our industry - by combining Real’s technology-driven brokerage with one of the industry’s most iconic and trusted brands we will create the preeminent real estate platform of the future.”

 

“Q1 tells a compelling story about the breadth of what we are building - both agent count and transaction count increased 25%, while all three ancillary businesses each posted strong revenue growth, validating that agents and their clients are adopting the full Real ecosystem,” said Jenna Rozenblat, Chief Operating Officer. “The platform is working, and the combination with REMAX provides a step-change in the scale through which we can deliver it.”

 

“Revenue and gross profit each grew faster than operating expenses, driving a meaningful improvement in net loss year-over-year and an 80% increase in Adjusted EBITDA to $14.9 million, a strong result in what is historically our seasonally lowest revenue quarter,” said Ravi Jani, Chief Financial Officer. “We ended the quarter with $62.9 million in unrestricted cash and no debt, and entered the spring selling season with solid momentum. We remain confident the REMAX transaction will create compelling value for our agents, franchisees, consumers, and shareholders.”

 

Q1 2026 Financial Highlights1

 

Revenue rose to $465.6 million in the first quarter of 2026, an increase of 32% from $354.0 million in the first quarter of 2025.

 

Gross profit reached $42.2 million in the first quarter of 2026, an increase of 24% from $33.9 million in the first quarter of 2025.

 

Operating expenses totaled $45.6 million in the first quarter of 2026, a 17% increase from $39.1 million in the first quarter of 2025.

 

Net loss attributable to owners of the Company improved to $(3.4) million in the first quarter of 2026, compared to $(5.0) million in the first quarter of 2025.

 

Basic and diluted loss per share was $(0.02) in the first quarter of 2026, consistent with $(0.02) in the first quarter of 2025.

 

Adjusted EBITDA2 was $14.9 million in the first quarter of 2026, compared to $8.3 million in the first quarter of 2025.

 

Revenue share expense, which is included in Marketing expenses, totaled $15.7 million in the first quarter of 2026, a 25% increase compared to $12.5 million in the first quarter of 2025.

 

Adjusted operating expenses, which reflect operating expenses less revenue share expense, stock-based compensation, depreciation, and other unique or non-cash expenses, were $21.3 million in the first quarter of 2026, compared to $21.2 million in the first quarter of 2025.

 

Adjusted operating expense per transaction was $508 in the first quarter of 2026, a decline of 19% from $631 in the first quarter of 2025.

 

Cash provided by operating activities totaled $23.3 million during the first quarter of 2026.

 

The Company ended the first quarter of 2026 with $62.9 million of unrestricted cash and equivalents and short-term investments on its balance sheet and no debt.

 

1All dollar references are in U.S. dollars.
2There are references to “Adjusted EBITDA” and “Adjusted Operating Expense” in this press release, which are non-GAAP measures. 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

 

Q1 2026 Business and Operational Highlights

 

North American Brokerage

 

North American Brokerage revenue rose to $462.6 million in the first quarter of 2026, an increase of 32% from $351.7 million in the first quarter of 2025.

 

The total number of agents increased to 33,510 at the end of the first quarter of 2026, a 25% increase from the first quarter of 2025.

 

The total number of transactions closed was 41,882 in the first quarter of 2026, an increase of 25% from 33,617 in the first quarter of 2025.

 

The total value of completed real estate transactions reached $16.8 billion in the first quarter of 2026, an increase of 24% from $13.5 billion in the first quarter of 2025.

 

As of May 6, 2026, over 33,900 agents are now on the Real platform.

 

One Real Title

 

One Real Title revenue was $1.3 million in the first quarter of 2026, a 22% increase compared to $1.0 million in the first quarter of 2025.

 

Title results reflect the ongoing transition from legacy team-based joint ventures to state-based joint ventures.

 

One Real Mortgage

 

One Real Mortgage revenue reached $1.3 million in the first quarter of 2026, a 20% increase compared to $1.1 million in the first quarter of 2025.

 

As of May 2026, One Real Mortgage had 134 mortgage loan officers, including 99 affiliated with the Real Originate program.

 

Real Wallet

 

Real Wallet revenue totaled $436 thousand in the first quarter of 2026, a 246% increase compared to $126 thousand in the first quarter of 2025.

 

As of May 2026:

 

More than 8,000 Real agents were utilizing Real Wallet Business Checking Accounts, including over 1,500 Real Wallet Tax Planning Business Checking Accounts.

 

The total deposit balance held in all Real Wallet Business Checking and Tax Planning accounts was approximately $25.3 million.

 

The total balance of credit outstanding was $9.3 million.

 

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.

 

Corporate Update

 

  On April 26, 2026, the Company entered into a definitive agreement to acquire RE/MAX Holdings, Inc., the parent company of RE/MAX, LLC. Under the terms of the agreement, which has been approved by the boards of directors of both companies, the parties will form a new holding company called Real REMAX Group.
     
On March 9, 2026, the Company announced the appointment of Jason Cassity as Chief Growth Officer. Jason previously spent 13 years as a top-producing Realtor and team leader in San Diego, and has also served as a Growth Ambassador for the Company.

 

2

 

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

 

Conference Call Details:
   
Date: Thursday, May 7, 2026
   
Time: 8:00 am ET
   
Dial-in Number:

North American Toll Free: 888-506-0062

International: 973-528-0011

   
Access Code: 688428
   
Webcast: https://www.webcaster5.com/Webcast/Page/2699/53761
   
Replay Information:
   
Replay Number:

North American Toll Free: 877-481-4010

International: 919-882-2331

   
Access Code: 53761
   
Replay Link: https://www.webcaster5.com/Webcast/Page/2699/53761

 

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 a supplemental non-GAAP financial measure that management uses to evaluate operating performance. Adjusted EBITDA is calculated as net income/(loss) before finance expenses, income tax expense, depreciation and amortization, intangible asset impairment expense, stock-based compensation, restructuring expenses, acquisition costs and expenses related to litigation settlements.

 

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 months ended March 31, 2026 and 2025 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 months ended March 31, 2026 and on a quarterly basis for the prior two fiscal years in the table below labeled Reconciliation of Operating Expense to Adjusted Operating Expense by Quarter.

 

This press release also includes non-GAAP financial measure ratios, which are financial measures 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  
    March 31, 2026     December 31, 2025  
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 46,016     $ 33,213  
Restricted cash     36,805       26,338  
Investments in financial assets     16,904       16,731  
Trade receivables     25,185       20,170  
Short-term financing receivables, net     9,008       6,231  
Other current assets     2,786       3,081  
TOTAL CURRENT ASSETS   $ 136,704     $ 105,764  
Intangible assets, net     3,812       4,157  
Goodwill     8,993       8,993  
Property and equipment, net     2,451       2,455  
Investment in equity securities     2,250       2,250  
Long-term financing receivables, net     1,767       2,311  
Deferred tax asset     931       931  
TOTAL ASSETS   $ 156,908     $ 126,861  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES                
Accounts payable     931       1,161  
Accrued liabilities     48,993       38,205  
Customer deposits     36,805       26,338  
Other payables     4,589       9,562  
TOTAL CURRENT LIABILITIES   $ 91,318     $ 75,266  
Deferred tax liability     10       10  
TOTAL LIABILITIES   $ 91,328     $ 75,276  
                 
EQUITY                
EQUITY ATTRIBUTABLE TO OWNERS                
Common Shares, no par value, unlimited Common Shares authorized, 213,498 Shares issued and outstanding at March 31, 2026; and 210,478 Shares issued and outstanding at December 31, 2025     -       -  
Additional paid-in capital     181,262       164,208  
Accumulated deficit     (116,272 )     (112,851 )
Accumulated other comprehensive income     701       318  
EQUITY ATTRIBUTABLE TO OWNERS     65,691       51,675  
Non-controlling interests     (111 )     (90 )
TOTAL EQUITY     65,580       51,585  
TOTAL LIABILITIES AND EQUITY   $ 156,908     $ 126,861  

 

5

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

Unaudited

 

    Three Months Ended March 31,  
    2026     2025  
Revenues   $ 465,551     $ 353,981  
Cost of Sales     423,396       320,045  
Gross Profit     42,155       33,936  
                 
General and administrative expenses     19,004       17,516  
Marketing expenses     21,132       17,697  
Research and development expenses     5,147       3,932  
Acquisition costs     312        
Operating Expenses     45,595       39,145  
Operating Loss     (3,440 )     (5,209 )
                 
Other income, net     112       122  
Finance expenses, net     (86 )     (34 )
Loss Before Tax   $ (3,414 )   $ (5,121 )
Tax Expense     44        
Net Loss   $ (3,458 )   $ (5,121 )
Net loss attributable to non-controlling interests     (37 )     (154 )
Net Loss Attributable to the Owners of the Company   $ (3,421 )   $ (4,967 )

Other comprehensive income/(loss), Items that will be

reclassified subsequently to profit or loss:

               
Unrealized gain on investments in financial assets     74       12  
Foreign currency translation adjustment     309       (121 )
Total Comprehensive Loss Attributable to Owners of the Company   $ (3,038 )   $ (5,076 )
Total Comprehensive Loss Attributable to Non-Controlling Interest     (37 )     (154 )
Total Comprehensive Loss   $ (3,075 )   $ (5,230 )
Loss per share                
Basic loss per share   $ (0.02 )   $ (0.02 )
Diluted loss per share   $ (0.02 )   $ (0.02 )
Weighted-average shares, basic and diluted     223,688       204,382  

 

6

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollar in thousands)

Unaudited

 

    Three Months Ended March 31,  
    2026     2025  
OPERATING ACTIVITIES                
Net Loss   $ (3,458 )   $ (5,121 )
Adjustments to reconcile net loss to net cash provided by operating activities:                
Depreciation and amortization     575       379  
Equity-settled stock-based payment     17,001       12,707  
Impairment of intangible assets     12       -  
Finance income (expenses)     51       (149 )
Changes in operating assets and liabilities:                
Trade receivables     (5,015 )     (2,555 )
Financing receivables, net     (2,233 )     (2,969 )
Other current assets     295       175  
Accounts payable     (230 )     (447 )
Accrued liabilities     10,788       7,633  
Customer deposits     10,467       6,170  
Other payables     (4,973 )     127  
NET CASH PROVIDED BY OPERATING ACTIVITIES     23,280       15,950  
                 
INVESTING ACTIVITIES                
Purchase of property and equipment     (238 )     (285 )
Purchase of financial assets     (5,414 )     (1,350 )
Proceeds from sale of financial assets     5,315       257  
NET CASH USED IN INVESTING ACTIVITIES     (337 )     (1,378 )
                 
FINANCING ACTIVITIES                
Repurchase of common shares     -       (6,122 )
Payment of employee taxes on certain stock-based arrangements     -       (1,213 )
Proceeds from exercise of stock options     53       310  
Contributions from (distributions to) non-controlling interest     16       (76 )
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     69       (7,101 )
                 
Net change in cash, cash equivalents and restricted cash     23,012       7,471  
Cash, cash equivalents and restricted cash, beginning of period     59,551       47,465  
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash     258       29  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE   $ 82,821     $ 54,965  

 

7

 

THE REAL BROKERAGE INC.

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(U.S. dollars in thousands)

Unaudited

    For the Three Months Ended  
    March 31, 2026     March 31, 2025  
Net Loss   $ (3,458 )   $ (5,121 )
Add/(Deduct):                
Finance Expenses, Net     86       34  
Depreciation and Amortization     575       379  
Stock-Based Compensation     17,001       12,707  
Intangible Asset Impairment     12       -  
Restructuring Expenses     240       250  
Expenses Related to Litigation Settlement     96       27  
Acquisition Costs     312       -  
Tax Expense     44       -  
Adjusted EBITDA(i)   $ 14,908       8,276  

 

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 March 31,  
    2026     2025  
Main revenue streams                
Brokerage Commissions   $ 462,562     $ 351,749  
Title     1,259       1,030  
Mortgage Broker Income     1,294       1,076  
Wallet     436       126  
Total Revenue   $ 465,551     $ 353,981  

 

9

 

THE REAL BROKERAGE INC.

RECONCILIATION OF OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE BY QUARTER

(U.S. dollars in thousands)

Unaudited

 

    2024     2025     2026  
    Q2     Q3     Q4     Q1     Q2     Q3     Q4     Q1  
Operating Expense   $ 32,512     $ 34,607     $ 36,371     $ 39,145     $ 46,177     $ 45,330     $ 44,283     $ 45,595  
Less: Revenue Share Expense     12,475       11,651       9,537       12,504       17,644       15,738       14,634       15,688  
Revenue Share Expense (% of revenue)     3.7 %     3.3 %     2.7 %     3.5 %     3.3 %     2.8 %     2.9 %     3.4 %
Operating Expense Excluding Revenue Share1   $ 20,037     $ 22,956     $ 26,834     $ 26,641     $ 28,533     $ 29,592     $ 29,649     $ 29,907  
Less:                                                                
Stock-Based Compensation - Employees     2,265       3,139       3,405       1,651       2,057       3,422       2,605       3,027  
Stock-Based Compensation - Agent     2,335       2,665       2,940       3,115       3,478       3,935       4,199       4,371  
Depreciation and Amortization Expense     340       358       372       379       398       567       585       575  
Restructuring Expense                       250                         240  
Expenses Related to Litigation Settlement     369       33       118       27                   750       96  
Acquisition Costs                                               312  
Subtotal     5,309       6,195       6,835       5,422       5,933       7,924       8,139       8,621  
Adjusted Operating Expense2   $ 14,728     $ 16,761     $ 19,998     $ 21,219     $ 22,601     $ 21,668     $ 21,510     $ 21,286  
Adjusted Operating Expense (% of revenue)     4.3 %     4.5 %     5.7 %     6.0 %     4.2 %     3.8 %     4.3 %     4.6 %

 

1 Operating expense excluding revenue share excludes revenue share expense.

2Adjusted operating expense excludes revenue share, stock-based compensation, depreciation and other non-recurring or non-cash expenses.

 

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THE REAL BROKERAGE INC.

KEY PERFORMANCE METRICS BY QUARTER

(U.S. dollars in thousands)

Unaudited

 

    2024     2025     2026  
    Q2     Q3     Q4     Q1     Q2     Q3     Q4     Q1  
Transaction Data                                                                
Closed Transaction Sides1     30,367       35,832       35,370       33,617       49,282       53,512       48,903       41,882  
Total Value of Home Side Transactions ($, billions)2     12.6       14.4       14.6       13.5       20.1       21.4       20.3       16.8  
Median Home Sales Price ($, thousands)3   $ 384     $ 383     $ 380     $ 380     $ 387     $ 390     $ 385     $ 385  
Agent Metrics                                                                
Total Agents4     19,540       21,770       24,140       26,870       28,034       30,183       31,739       33,510  
Agent Churn Rate (%)5     7.5       7.3       6.8       8.7       9.4       4.9       5.2       8.0  
Revenue Churn Rate (%)6     1.6       2.0       1.8       2.5       1.9       1.4       1.6       2.4  
Headcount and Efficiency Metrics                                                                
Full-Time Employees7     231       240       264       410       429       439       435       489  
Full-Time Employees, Excluding One Real Title and One Real Mortgage8     142       155       178       307       324       340       338       394  
Headcount Efficiency Ratio9     1:138       1:140       1:136       1:88       1:87       1:89       1:94       1:85  
Revenue Per Full Time Employee ($, thousands)10   $ 2,400     $ 2,403     $ 1,970     $ 1,153     $ 1,669     $ 1,672     $ 1,490     $ 1,182  
Operating Expense Excluding Revenue Share ($, thousands)11   $ 20,037     $ 22,956     $ 26,835     $ 26,641     $ 28,533     $ 29,592     $ 29,649     $ 29,907  
Operating Expense Per Transaction Excluding Revenue Share ($)12   $ 660     $ 641     $ 759     $ 792     $ 579     $ 553     $ 606     $ 714  
Adjusted Operating Expense ($, thousands)13   $ 14,728     $ 16,761     $ 19,998     $ 21,219     $ 22,601     $ 21,668     $ 21,510     $ 21,286  
Adjusted Operating Expense Per Transaction ($)14   $ 485     $ 468     $ 565     $ 631     $ 459     $ 405     $ 440     $ 508  

 

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 press release.

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 press release.

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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Cautionary Disclosure Regarding Forward-Looking Statements

 

This press release contains certain “forward-looking statements” and “forward-looking information” within the meaning of applicable United States and Canadian securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements/forward-looking information include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “intend,” “project,” “estimate,” “potential,” “plan,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” These forward-looking statements/forward-looking information include, but are not limited to, statements related to the expected benefits of the proposed transaction; the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, including the expected leverage of the combined company and the amount and timing of synergies from the proposed transaction; the completion of the transaction and the expected timeline; and the ability to satisfy all closing conditions, including the receipt of required approvals for the transaction. Forward-looking statements/forward-looking information inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements, including statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking statement, The Real Brokerage Inc. (“Real”) expresses an expectation or belief as to future results or events, it is based on Real and/or RE/MAX Holdings’ current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, Real cannot give any assurance that any such expectation or belief will result or will be achieved or accomplished. Important risk factors that may cause such a difference include, but are not limited to: Real’s ability to consummate the proposed transaction on the expected timeline or at all; Real’s ability to obtain the necessary regulatory approvals in a timely manner and the risk that such approvals are not obtained or are obtained subject to conditions that are not anticipated; Real’s or RE/MAX Holdings’ ability to obtain approval of their shareholders; the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in circumstances requiring Real to pay a termination fee; the diversion of management time on transaction-related issues; risks related to disruption from the proposed transaction, including disruption of management time from current plans and ongoing business operations due to the proposed transaction and integration matters; the risk that the proposed transaction and its announcement could have an adverse effect on Real’s ability to retain agents, franchisees and personnel or that there could be potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; potential litigation relating to Real’s expectation regarding revenue growth and profitability and the business, strategic plans of Real, the proposed transaction that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the ability of the combined company to achieve the synergies and other anticipated benefits expected from the proposed transaction or such synergies and other anticipated benefits taking longer to realize than anticipated; the ability of the combined company to achieve the expected leverage or such leverage taking longer to realize than anticipated; Real’s ability to integrate RE/MAX Holdings promptly and effectively; anticipated tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects and business and management strategies for the management, expansion and growth of the combined company’s operations; certain restrictions during the pendency of the proposed transaction that may impact Real’s or RE/MAX Holdings’ ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective businesses; 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; Real’s inability to scale while improving operating leverage, or inability to successfully execute our strategies, including our strategy related to HeyLeo; possible unfavorable results in legal proceedings; changes in laws, regulations or the regulatory environment affecting our business; disruptions to our technology or cybersecurity incidents; and other risk factors detailed from time to time in Real’s and RE/MAX Holdings’ reports filed with the SEC and Real’s reports filed with Canadian securities regulators, including Real’s annual report on Form 40-F, current reports on Form 6-K and other documents filed with the SEC and Real’s audited annual financial statements and annual management’s discussion and analysis for the financial year ended December 31, 2025, Annual Information Form dated March 4, 2026 filed with Canadian securities regulators, Real’s Company’s Quarterly Management’s Discussion and Analysis for the period ended March 31, 2026, copies of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca and documents that will be filed with the SEC and Canadian securities regulators in connection with the proposed transaction.

 

These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the Registration Statement and the Real management information circular that will each be filed with the SEC and Canadian securities regulators, as applicable, in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the Registration Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements/forward-looking information. You should not place undue reliance on any of these forward-looking statements/forward-looking information as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Real’s or RE/MAX Holdings’ actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Real or RE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking information contained in this press release. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions or updates to any forward-looking statements/forward-looking information, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this press release nor the continued availability of this press release in archive form on Real’s or RE/MAX Holdings’ website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

 

 

 

Important Information and Where to Find It

 

In connection with the proposed transaction between Real and RE/MAX Holdings, Real and RE/MAX Holdings will file relevant materials with the SEC and Canadian securities regulators, as applicable, including a management information circular of Real and a registration statement on Form S-4 (the “Registration Statement”) that will include a proxy statement of RE/MAX Holdings and prospectus of Real REMAX Group. Real’s management information circular will be mailed to securityholders of Real and the proxy statement/prospectus will be mailed to shareholders of each of RE/MAX Holdings and Real, in each case seeking their respective approval of the proposed transaction and other related matters. This press release is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular or any other document that Real or RE/MAX Holdings (as applicable) may file with the SEC and Canadian securities regulators, as applicable, in connection with the proposed transaction.

 

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT INFORMATION CIRCULAR, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS, AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

 

Investors and security holders may obtain free copies of the Registration Statement, the Real management information circular and the proxy statement/prospectus (when they become available), as well as other filings containing important information about Real or RE/MAX Holdings, without charge at the SEC’s Internet website (http://www.sec.gov) and under Real’s profile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of the documents filed with the SEC and the Canadian securities regulators by Real will be available free of charge on Real’s internet website at https://investors.onereal.com or by contacting Real’s investor relations contact at investors@therealbrokerage.com. Copies of the documents filed with the SEC by RE/MAX Holdings will be available free of charge on RE/MAX Holdings’ internet website at https://investors.remaxholdings.com or by contacting RE/MAX Holdings’ investor relations contact at investorrelations@remax.com. The information included on, or accessible through, Real’s website or RE/MAX Holdings’ website is not incorporated by reference into this press release or Real’s and RE/MAX Holdings’ respective filings with the SEC and Canadian securities regulators, as applicable.

 

Participants in the Solicitation

 

Real, RE/MAX Holdings, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Real is set forth in its management information circular for its 2026 annual meeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the “Real Annual Meeting Circular”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the sections captioned “Election of Directors,” “Statement of Corporate Governance Practices,” and “Compensation Discussion and Analysis” in the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities have changed since the amounts described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed Sale of Securities pursuant to Rule 144 under the U.S. Securities Act on Form 144 filed with the SEC and in insider reports filed with the Canadian securities regulators on SEDI at www.sedi.ca. Information about the directors and executive officers of RE/MAX Holdings is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 3, 2025 (the “RE/MAX Holdings Annual Meeting Proxy Statement”) and in its Form 8-K, which was filed with the SEC on May 20, 2025. Please refer to the sections captioned “Corporate Governance,” “Director Compensation,” “Information about Executive Officers,” “Compensation Discussion and Analysis,” “Stock Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Party Transactions” in the RE/MAX Holdings Annual Meeting Proxy Statement. To the extent holdings of such participants in RE/MAX Holdings’ securities have changed since the amounts described in the RE/MAX Holdings Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude under the tab “Ownership Disclosures.” These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Real management information circular and the proxy statement/prospectus and the other relevant materials filed with the SEC and Canadian securities regulators, as applicable, when they become available.

 

No Offer or Solicitation

 

This press release is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act and otherwise in accordance with applicable Canadian securities laws.

 

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 33,000 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:

press@therealbrokerage.com

201.564.4221

 

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