RE/MAX Holdings, Inc. Commitments Disclosure

13. Commitments and Contingencies

The Company is subject to litigation claims arising in the ordinary course of business. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties. The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred.

U.S. Antitrust Litigation and Settlement

Beginning in March 2019, multiple putative class actions were filed against the National Association of Realtors (“NAR”), or in one case a multiple listing service (“MLS”) defendant rather than NAR, RE/MAX, LLC, and other real estate companies, alleging that certain NAR rules (or MLS rules) violated federal and state antitrust laws by inflating broker commissions. The complaints make substantially similar allegations and seek substantially similar relief. Plaintiffs generally allege that NAR’s rule requiring listing brokers to make a blanket, non-negotiable offer of buyer broker compensation results in increased costs to sellers and violates antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule also in violation of antitrust law. Amended complaints added allegations of buyer steering and non-disclosure of buyer-broker compensation. The cases listed below, along with the Copycat Cases (defined below), are collectively referred to as the “Moehrl-related antitrust litigations.”

On October 5, 2023, RE/MAX, LLC entered into a nationwide settlement agreement (the “U.S. Settlement Agreement”) to resolve all claims in the Burnett and Moehrl cases and similar claims on a nationwide class basis (collectively, the “Nationwide Claims”). The U.S. Settlement Agreement would release REMAX, LLC and the Company, their subsidiaries and affiliates, and REMAX sub-franchisors, franchisees and their sales associates in the United States from the Nationwide Claims. By the terms of the U.S. Settlement Agreement, RE/MAX, LLC agreed to implement specified business practice changes and pay $55.0 million (the “U.S. Settlement Amount”) into a qualified settlement escrow fund (the “U.S. Settlement Fund”). The Company used available cash to fund the payment and recorded the U.S. Settlement Amount to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) and recognized a corresponding liability in “Accrued liabilities” within the Consolidated Balance Sheets during 2023. Until the conclusion of the appeals process, amounts paid into the escrow fund are classified as “Restricted cash” within the Consolidated Balance Sheets.

The U.S. Settlement Agreement and any actions taken to carry out the U.S. Settlement Agreement are not an admission or concession of liability, or of the validity of any claim, defense, or point of fact or law on the part of any party. RE/MAX, LLC continues to deny the material allegations of the complaints in the Moehrl-related antitrust litigations and the Copycat Cases (as defined below). RE/MAX, LLC entered into the settlement after considering the risks and costs of continuing the litigation. On May 9, 2024 the court granted final approval of the U.S. Settlement Agreement. Appeals were subsequently filed in the United States Circuit Court of Appeals for the Eighth Circuit, including by a plaintiff in the Batton Action (defined below). The U.S. Settlement Agreement will become effective if the order approving the U.S. Settlement Agreement is affirmed at the conclusion of the appeals process.

Mya Batton et al. v. The National Association of Realtors, Realogy Holdings Corp., HomeServices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX, LLC, and Keller Williams Realty, Inc., filed on January 25, 2021 in the U.S. District Court for the Northern District of Illinois.

Copycat lawsuits to the Moehrl-related antitrust litigations were later filed by plaintiff Monty March in the Southern District of New York (the “March Action”), plaintiff Christina Grace in the Northern District of California (the “Grace Action”), and plaintiff Willsim Latham, LLC in the Eastern District of California (the “Willsim Action”) (together the “Copycat Cases”). The Copycat Cases are stayed pending resolution of the appeal of the U.S. Settlement Agreement. The Company intends to vigorously defend against all claims. The Copycat Cases that name the Company consist of:

Monty March v. Real Estate Board of New York; Real Estate Board Of New York Listing Service; Brown Harris Stevens, LLC; Christie’s International Real Estate LLC; Coldwell Banker LLC; Compass, Inc.; Core Marketing Services LLC; The Corcoran Group, Inc.; Douglas Elliman, Inc.; Elegran Real Estate, D/B/A Elegran LLC; Engel & Volkers LLC; Fox Residential Group LLC; Halstead Real Estate LLC; Homesnap Inc.; Keller Williams Nyc, LLC; Leslie J. Garfield & Co., Inc.; Level Group Inc.; M.N.S. Real Estate Nyc, LLC; Modern Spaces LLC; The Agency LLC; The Modlin Group LLC; Nest Seekers International LLC; Oxford Property Group LLC; R New York LLC; RE/MAX, LLC; Serhant LLC; Sloane Square LLC; and Sotheby’s International Realty Affiliates LLC, filed November on 13, 2023 in the U.S. District Court for the Southern District of New York.

Christina Grace v. Bay Area Real Estate Information Services, Inc.; Marin Association of Realtors; North Bay Association of Realtors; Northern Solano County Association of Realtors, Inc.; Solano Association of Realtors, Inc.; RE/MAX Holdings, Inc.; Anywhere Real Estate Inc.; Vanguard Properties, Inc.; Twin Oaks Real Estate, Inc.; Windermere Real Estate Services Company Inc.; Rapisarda & Fox, Inc.; Realty ONE Group, Inc.; Keller Williams Realty, Inc.; Compass, Inc.; and eXp World Holdings, Inc., filed on December 8, 2023 in the U.S. District Court for the Northern District of California.

Willsim Latham, LLC v. MetroList Services, Inc., Sacramento Association of Realtors, Inc., Placer County Association of Realtors, Inc., El Dorado County Association of Realtors, Lodi Association of Realtors, Yolo County Association of Realtors, Central Valley Association of Realtors, Amador County Association of Realtors, Nevada County Association of Realtors, Sutter-Yuba Association of Realtors, RE/MAX Holdings, Inc., Anywhere Real Estate Inc., Keller Williams Realty, Inc., eXp World Holdings, Inc., Norcal Gold Inc., Century 21 Select Real Estate, Inc., William L. Lyon & Associates, Inc. Paul M. Zagaris, Inc., and Guide Real Estate, Inc., filed on January 18, 2024 in the U.S. District Court for the Eastern District of California.

On January 25, 2021, a similar action to the Moehrl-related antitrust litigations was filed in the Northern District of Illinois (the “Batton Action”) alleging violations of federal antitrust law and unjust enrichment. The complaint makes substantially similar allegations and seeks similar relief as the Moehrl-related antitrust litigations but alleges harm to homebuyers rather than home sellers. The Company filed a motion to dismiss which was granted on May 2, 2022. The plaintiffs filed an amended complaint adding state antitrust and consumer protection claims, and the Company filed a subsequent motion to dismiss. On February 20, 2024, the court dismissed plaintiffs’ claim seeking injunctive relief for violations of the Sherman Act and dismissed certain state law claims in Tennessee and Kansas. The court denied the remainder of the Company’s motion to dismiss. The only claims that remain are state law, and on April 15, 2024, the Company filed its answer. Plaintiffs filed a motion for leave to file a second amended complaint on December 2, 2024, which sought to add new named plaintiffs and new claims. Defendants opposed and the court denied the motion on May 7, 2025. On September 22, 2025, plaintiffs filed a motion seeking to certify a class. On November 13, 2025, the court struck the plaintiffs’ motion to certify a class without prejudice and ordered the class certification briefing stayed until the Burnett appeal is resolved.

On August 22, 2024, plaintiff Homie Technology, Inc. (“Homie”) filed suit against the National Association of Realtors, Anywhere Real Estate, Inc., Keller Williams Realty, Inc., HomeServices of America, Inc., HSF Affiliates, LLC, RE/MAX, LLC, and Wasatch Front Regional Multiple Listing Service, Inc. in the United States District Court for the District of Utah. The lawsuit alleges certain NAR rules, many of which were at issue in the Moehrl-related antitrust litigations, created a barrier to entry for Homie as a competitor, and that other defendants agreed and/or conspired to implement these rules and engaged in conduct that foreclosed Homie from competing. The complaint alleges federal and state antitrust claims and tortious interference. The plaintiff seeks injunctive relief and an unspecified amount of damages. RE/MAX, LLC filed a motion to dismiss on October 18, 2024. On July 15, 2025, the court dismissed the lawsuit and Homie’s claims. Homie filed an appeal on August 7, 2025 to the United States Circuit Court of Appeals for the Tenth Circuit. The Company intends to vigorously defend the appeal.

Homie Technology, Inc. v. National Association of Realtors, Anywhere Real Estate, Inc., Keller Williams Realty, Inc., HomeServices of America, Inc. HSF Affiliates, LLC, RE/MAX, LLC, and Wasatch Front Regional Multiple Listing Service, Inc., Case No. 24-cv-00616, filed in the United States District Court for the District of Utah, Central Division.

The Company intends to vigorously defend against all remaining claims, including appeals. If the final approval of the U.S. Settlement Agreement is not upheld on appeal, the Company may become involved in additional litigation or other legal proceedings concerning the same or similar claims. As a result, the Company is unable to reasonably estimate the financial impact of the litigation beyond what has been accrued for pursuant to the terms of the U.S. Settlement Agreement, and the Company cannot predict, beyond the U.S. Settlement Amount, whether resolution of these matters would have a material effect on its financial position or results of operations.

Canadian Competition Act Litigation and Settlement

On April 9, 2021, a putative class action was filed in the Federal Court of Canada against multiple real estate companies, including RE/MAX Ontario-Atlantic Canada Inc. (“REMAX OA”), which the Company acquired in July 2021, alleging violations of the Canadian Competition Act related to certain Canadian Real Estate Association rules and real estate commission practices. A similar national class action was filed on January 18, 2024. These cases listed below, are collectively referred to as the “Canadian competition litigations.”

In early 2025, REMAX OA reached substantial agreement on monetary terms and business practice changes to resolve the Canadian competition litigations. On April 29, 2025, REMAX OA entered into a settlement agreement to resolve all claims in these litigations (the “Canadian Settlement Agreement”). Under the agreement, REMAX OA paid $7.8 million Canadian dollars (the “Canadian Settlement Amount”) into a third-party interest-bearing account in second quarter of 2025 and agreed to certain business practice changes consistent with those in the U.S. Settlement Agreement. Any actions taken to carry out the Canadian Settlement Agreement are not an admission or concession of liability, or of the validity of any claim, defense, or point of fact or law on the part of the Company. The Company continues to deny the material allegations of the Canadian competition litigations. The Company entered into the settlement agreement after considering the risks and costs of continuing the litigation. The Company used available cash to fund the payment and recorded the Canadian Settlement Amount to “Settlement and impairment charges” within the Consolidated Statements of Income (Loss) and recognized a corresponding liability in “Accrued liabilities” within the Consolidated Balance Sheets during the fourth quarter of 2024. The court approved the Canadian Settlement Agreement on October 8, 2025 resulting in a reduction of $7.8 million Canadian dollars (translated to $5.6 million U.S. dollars at the transaction date) in “Restricted cash” with a corresponding reduction of the liability in “Accrued liabilities” within the Consolidated Balance Sheets during 2025. On October 8, 2025, the court dismissed REMAX OA from the Canadian competition litigations pursuant to the terms of the settlement.