RE/MAX Holdings, Inc. Income Taxes Disclosure

11. Income Taxes

The Company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that they will not be realized.

“Income (loss) before provision for income taxes” as shown in the accompanying Consolidated Statements of Income (Loss) is comprised of the following (in thousands):

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Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income (Loss) consist of the following (in thousands):

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The table below provides the updated requirements of ASU 2023-09 for the year ended December 31, 2025. See Note 2, Summary of Significant Accounting Policies—Recent accounting pronouncements for additional details on the adoption of ASU 2023-09.

The following table presents total cash paid, net of refunds, for income taxes disaggregated by jurisdiction (in thousands):

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For the years ended December 31, 2024, and 2023, total net cash paid for income taxes were $6.7 million and $7.1 million, respectively.

A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate for the year ended December 31, 2025, is as follows:

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As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, a reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:

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The components of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands):

As of December 31, 2025, the Company had $17.0 million in unutilized foreign tax credit carryforwards. If unused, the carryforwards will begin to expire during the years 2027-2035. This amount has a valuation allowance recorded against it as of December 31, 2025.

As of December 31, 2025, the Company had $11.8 million of disallowed interest expense carryforwards under Section 162(j) of the Internal Revenue Code. These carryforwards do not expire and can be used to offset future taxable income, subject to annual limitations. This amount has a valuation allowance booked against it as of December 31, 2024.

Net deferred tax assets are recorded for differences between the financial reporting basis and the tax basis of Holdings’ proportionate share of the net assets of RMCO. The Company recognizes deferred tax assets to the extent, based on available evidence, that it is more likely than not that they will be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations If not expected to be realized, a valuation allowance is recorded to offset the deferred tax asset. As of December 31, 2025 a valuation allowance has been recorded against the company’s deferred tax assets.

For December 31, 2025 and 2024, the Company did not provide for deferred taxes on unremitted earnings of foreign subsidiaries that are permanently reinvested, for which withholding taxes would be due upon repatriation. The estimated amount of additional tax that would be payable on this income if distributed would be immaterial.

The Company is subject to taxation in the U.S., various states, and in non-U.S. jurisdictions. The Company’s U.S. income tax returns are primarily subject to examination from 2022 forward; however, U.S. tax authorities also have the ability to review prior tax years to the extent loss carry-forwards and tax credit carryforwards are utilized. The open years for non-U.S. tax returns range from 2016 through 2024 based on local statutes.

Uncertain Tax Positions

During 2021 and in connection with the INTEGRA acquisition, the Company assumed an uncertain tax position related to certain U.S. tax matters and also recorded a largely offsetting related indemnification asset.

In 2023, 2024, and 2025 a portion of the uncertain tax position and related indemnification asset assumed in connection with the INTEGRA acquisition were reversed as a result of lapse of applicable statute of limitations. As of December 31, 2025 there is no reserve for uncertain tax positions.

Uncertain tax position liabilities represent the aggregate tax effect of differences between the tax return positions and the amounts otherwise recognized in the consolidated financial statements and are recognized in “Income taxes payable” in the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount, excluding interest and penalties is as follows: