Exhibit 99.1

 

 

 

 

 

TABLE OF CONTENTS

 

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

 

 

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

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

 

October 30, 2025

 

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

 

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

 

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

 

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

 

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

 

1

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

CAUTION REGARDING FORWARD-LOOKING INFORMATION

 

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

 

the Company’s capital and organizational structure;
the Company’s expected working capital;
the Company’s business plans and strategies including targets for future growth;
the development of the Company’s business, including expectations regarding the growth of its ancillary services, One Real Title, One Real Mortgage and Real Wallet;
expectations regarding the real estate industry;
expectations regarding the development, launch and adoption of new technologies, including Real Wallet, Leo for Clients, and Leo CoPilot, and their expected features;
expectations with respect to future opportunities;
capital expenditure programs and future capital requirements;
supply and demand fundamentals for services of the Company;
the Company’s plans and funding for planned development activities and the expected results of such activities;
the Company’s treatment under governmental and international regulatory regimes;
the Company’s access to capital and overall strategy and development plans for all of the Company’s assets; and
litigation and antitrust matters that may impact the Company.

 

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

 

the impact of macroeconomic conditions on the strength of the residential real estate market;
an extended slowdown in some or all of the real estate markets in which we operate;
the future operational and financial activities of the Company generally;
fluctuations in foreign currency exchange rates, interest rates, business prospects and opportunities;
the impact of inflation or a higher interest rate environment;
reduced availability or increased cost of mortgage financing for homebuyers;
increased interest rates or increased competition in the mortgage industry;
our inability to successfully execute our strategies, including our strategy regarding Real Wallet, Leo for Clients, Leo CoPilot and our strategy to grow our ancillary mortgage broker, title services, and wallet operations;
our inability to launch Leo for Clients with all expected features or at all;
the possibility that we will incur nonrecurring costs that affect earnings in one or more reporting periods;
the impact of the industry antitrust litigation on the industry generally and specifically to us with respect to any lawsuit in which we were named, as well as potential future lawsuits in which we are named;
a reduction in customary commission rates and reduction in the Company’s gross commission income collection;
new laws or regulatory changes, or unfavorable interpretations of existing laws by regulators, that adversely affect the profitability of our businesses;
risks related to information technology failures or data security breaches;
the effect of cybersecurity incidents and threats;
our ability to attract and retain highly qualified employees;
our inability to retain agents, or maintain our agent growth rate;
the regulatory framework governing intellectual property in the jurisdictions in which the Company conducts its business and any other jurisdictions in which the Company may conduct its business in the future;

 

2

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

the Company’s potential inability to comply with the regulatory bodies governing its activities;
the impact of competition on the Company;
our ability to obtain or maintain adequate insurance coverage;
the effects of weather conditions and natural disasters on our business and financial results;
our ability to maintain our company culture;
the effects of public health issues such as a major epidemic or pandemic that could have a negative impact on the economy and on our businesses;
the effects of negative publicity;
our ability to maintain cash balances and generate cash sufficient to satisfy our operating requirements;
our ability to successfully estimate the impact of certain accounting and tax matters, including related to transfer pricing;
changes in law that have a negative impact on our business; and
the impact of regulatory and litigation matters.

 

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

 

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

 

3

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

RISKS AND UNCERTAINTIES

 

There are a number of risk factors that could cause future results to differ materially from those described herein. The risks and uncertainties are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company does not know about as of the date of this MD&A, or that it currently deems immaterial, may also adversely affect the Company’s business. If any of these risks occur, the Company’s business may be harmed, and its financial condition and the results of operation may suffer significantly. Please refer to the risks under the caption “Risk and Uncertainties” in the Company’s MD&As for the interim periods ended March 31, 2025 and June 30, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com and EDGAR under the Company’s profile at www.sec.gov, as well as the risk factors set forth below, for a list of risks that could materially adversely affect our business, financial condition or results of operations.

 

The Company could be subject to unexpected tax liabilities.

 

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

 

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

 

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

 

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

 

SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

 

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

 

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

 

4

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

BUSINESS OVERVIEW AND STRATEGY

 

Real is a growing real estate technology company that operates across all 50 U.S. states, the District of Columbia, and five Canadian provinces. As a licensed real estate brokerage, the Company’s revenue is generated primarily by processing real estate transactions which entitle us to commissions. The Company pays a portion of its commission revenue to real estate agents who are affiliated with the Company. Unlike traditional brokerages, who rely on costly physical offices with high overhead expense for service delivery, Real operates as a fully digital brokerage and offers agents a more flexible, efficient, and financially compelling model. Our proprietary software platform, reZEN, leverages artificial intelligence (“AI”) and automation to enhance agent productivity while maintaining a lean operating model.

 

Our vision is to transform the home buying and selling experience by integrating technology, AI, and ancillary products and services (including mortgage brokerage, title, and fintech products), into a seamless real estate ecosystem - while ensuring agents remain at the center of the transaction.

 

For further details on the Company’s business and strategy, see “Business Overview and Strategy” set out in our management’s discussion and analysis for the year ended December 31, 2024, available on SEDAR+ under the Company’s profile at www.sedarplus.com and on EDGAR under the Company’s profile at www.sec.gov, as incorporated in our 2024 Form 40-F. There have been no material changes to our business and strategy for the three and nine months ended September 30, 2025, as compared to those described in our management’s discussion and analysis for the year ended December 31, 2024, as incorporated in our 2024 Form 40-F.

 

THIRD QUARTER FINANCIAL HIGHLIGHTS

 

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

 

5

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

SUMMARY OF QUARTERLY INFORMATION

 

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

 

   2025   2024   2023 
   Q3   Q2   Q1   Q4   Q3   Q2   Q1   Q4   Q3 
Revenue  $568,549   $540,747   $353,981   $350,630   $372,488   $340,778   $200,743   $181,341   $214,640 
Cost of Sales   523,692    492,886    320,045    320,645    340,359    308,910    179,984    165,810    195,865 
Gross Profit  $44,857   $47,861   $33,936   $29,985   $32,129   $31,868   $20,759   $15,531   $18,775 
General and Administrative Expenses   19,584    18,900    17,516    18,632    16,301    14,015    12,136    15,387    9,234 
Marketing Expenses   21,034    23,284    17,697    13,698    15,261    15,889    12,629    9,084    11,577 
Research and Development Expenses   4,712    3,993    3,932    4,042    3,045    2,608    2,462    2,325    1,931 
Settlement of Litigation   -    -    -    -    -    -    9,250    -    - 
Operating Expenses  $45,330   $46,177   $39,145   $36,372   $34,607   $32,512   $36,477   $26,796   $22,742 
Operating Income (Loss)  $(473)  $1,684   $(5,209)  $(6,386)  $(2,478)  $(644)  $(15,718)  $(11,265)  $(3,967)
Other Income (Expenses), net   365    166    122    (115)   (151)   (57)   (173)   693    (38)
Finance Income (Expenses), net   (83)   (300)   34    434    214    523    552    32    10 
Income (Loss) Before Tax   (191)   1,550    (5,121)   (6,705)   (2,541)   (1,110)   (16,097)   (11,990)   (3,939)
Tax Expense   89    -    -    -    -    -    -    -    - 
Net Income (Loss)   (280)   1,550    (5,121)   (6,705)   (2,541)   (1,110)   (16,097)   (11,990)   (3,939)
Non-controlling Interest   167    38    154    62    (45)   (105)   -    26    (85)
Income (Loss) Attributable to the Owners of the Company  $(447)  $1,512   $(4,967)  $(6,643)  $(2,586)  $(1,215)  $(16,097)  $(11,964)  $(4,024)
Other Comprehensive Income (Loss):                                             
Unrealized Gains (Losses) on Available for Sale Investment Portfolio   (131)   (9)   12    (16)   3    51    43    116    79 
Foreign Currency Translation Adjustment   (59)   (8)   (121)   529    (230)   376    119    (38)   (52)
Comprehensive Income (Loss)  $(637)  $1,495   $(5,076)  $(6,130)  $(2,813)  $(788)  $(15,935)  $(11,886)  $(3,997)
Adjusted EBITDA Reconciliation:                                             
Net Income (Loss)  $(280)  $1,550   $(5,121)  $(6,705)  $(2,541)  $(1,110)  $(16,097)  $(11,990)  $(3,939)
Finance Costs   83    300    34    169    (16)   899    671    (6)   (42)
Depreciation, Amortization, and Tax Expense   656    398    379    372    358    340    326    298    277 
Stock-Based Compensation   19,912    17,795    12,707    15,119    15,417    13,536    8,844    19,423    7,144 
Goodwill Impairment   -    -    -    -    -    -    -    723    - 
Restructuring Expense   -    -    250    -    -    -    -    58    80 
Expenses related to Anti-Trust Litigation Settlement   -    -    27    118    33    369    9,857    -    - 
Adjusted EBITDA  $20,371   $20,043   $8,276   $9,073   $13,251   $14,034   $3,601   $8,506   $3,520 
Basic Earnings (Loss) per Share  $(0.002)  $0.007   $(0.024)  $(0.033)  $(0.013)  $(0.006)  $(0.087)  $(0.066)  $(0.022)
Diluted Earnings (Loss) per Share  $(0.002)  $0.007   $(0.024)  $(0.033)  $(0.013)  $(0.006)  $(0.087)  $(0.066)  $(0.022)

 

6

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

QUARTERLY REVENUE PERFORMANCE BY CATEGORY

 

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

 

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

 

Quarterly Revenue and Gross Margin Trends

 

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

 

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

 

Quarterly Operating Expense Trends

 

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

 

7

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

QUARTERLY KEY PERFORMANCE METRICS

 

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

 

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

 

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

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

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

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

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

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

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

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

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

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

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

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

 

8

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES

 

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

 

Non-GAAP measures and ratios

 

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

 

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

 

Earnings before Interest, Taxes, Depreciation and Amortization

 

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

 

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization

 

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

 

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

 

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

 

Operating Expense Excluding Revenue Share

 

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

 

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

 

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

 

Operating Expense Excluding Revenue Share Per Transaction

 

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

 

KEY COMPONENTS OF RESULTS FROM OPERATIONS

 

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

 

9

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

SUMMARY RESULTS FROM OPERATIONS

 

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

 

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

 

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

 

10

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

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

 

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

 

11

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

DISCUSSION OF RESULTS FROM OPERATIONS

 

Key Performance Metrics

 

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

 

Operational efficiency is measured through metrics such as full-time employees (“FTEs”), headcount efficiency ratio, and revenue per FTE. These reflect the scalability of our business model and the relationship between headcount and revenue growth. In 2025, our FTE count increased primarily due to the conversion of 136 contractors in India (122 excluding One Real Mortgage and One Real Title) to employee status. This transition contributed to a decrease in the headcount efficiency ratio in 2025.

 

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

 

Revenue

 

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

 

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

 

Cost of Sales

 

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

 

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

 

Gross Profit

 

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

 

Gross margin declined to 7.9% for the three months ended September 30, 2025, compared to 8.6% for the three months ended September 30, 2024, and to 8.7% for the nine months ended September 30, 2025, compared to 9.3% for the same period in 2024. The decline reflects a higher proportion of revenue generated by agents who had reached their annual commission cap, as well as a relative decrease in contribution from higher-margin ancillary services.

 

12

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

General & Administrative Expenses (“G&A”)

 

G&A expenses were $19.6 million for the three months ended September 30, 2025, compared to $16.3 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, G&A expenses were $56.0 million, compared to $42.5 million for the nine months ended September 30, 2024. These increases primarily reflect strategic investments in corporate infrastructure and personnel to support our growth and operations.

 

Key components contributing to the G&A increase include:

 

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

 

Marketing Expenses

 

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

 

Key components contributing to the increase in marketing expenses include:

 

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

 

Research and Development Expenses (“R&D”)

 

R&D expenses were $4.7 million for the three months ended September 30, 2025, compared to $3.0 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, R&D expenses were $12.6 million, compared to $8.1 million for the nine months ended September 30, 2024. The increase was primarily driven by higher headcount to support ongoing investment in platform enhancements, new product development, and technological innovation, including various AI initiatives, as well as payroll-related costs associated with the acquisition of the Flyhomes consumer search portal.

 

13

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

Operating Income (Loss)

 

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

 

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

 

For the nine months ended September 30, 2025, Operating Loss was $(4.0) million, an improvement from $(18.8) million for the nine months ended September 30, 2024. As a percentage of revenue, Operating loss improved to (0.3)% from (2.1)%. The improvement reflects strong revenue growth and disciplined expense management, partially offset by higher personnel and operating costs to support growth. The prior year’s nine-month results also included a $9.25 million litigation settlement expense related to the resolution of the Umpa v. The National Association of Realtors, et al. (the “Umpa Class Action”) lawsuit, which did not recur in 2025.

 

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

 

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

 

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

 

  i. Represents a non-GAAP measure. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this MD&A.

 

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

 

14

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

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

 

Adjusted EBITDA excludes stock-based compensation expense, tax expense, finance expenses, depreciation and amortization expense, goodwill impairment, restructuring expenses, and expenses incurred as part of the settlement agreement to resolve the Umpa Class Action. Stock-based compensation expense is influenced by factors such as the volume of awards granted and/or forfeited during the period, as well as changes in their fair value. Management uses Adjusted EBITDA to evaluate core operating performance and scalability.

 

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

 

  i. Represents a non-GAAP measure. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section of this MD&A.

 

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

 

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

 

15

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

Stock-Based Compensation

 

Stock-based compensation expense for the three months ended September 30, 2025 was $19.9 million compared to $15.4 million for the three months ended September 30, 2024. Stock-based compensation expense for the nine-month period ended September 30, 2025 was $50.4 million compared to $37.8 million for the nine-month period ended September 30, 2024. The increase for both periods is primarily attributable to higher participation in the Agent Stock Purchase Program, increased production-based incentives for agents, and higher equity compensation awarded to FTEs.

 

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

 

The following tables are presented in thousands:

 

   Three Months Ended September 30, 
   2025   2024 
  

Options

Expense

  

RSU

Expense

   Total  

Options

Expense

  

RSU

Expense

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

 

   Nine Months Ended September 30, 
   2025   2024 
  

Options

Expense

  

RSU

Expense

   Total  

Options

Expense

  

RSU

Expense

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

 

16

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

OUTSTANDING SHARE DATA

 

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

 

As of October 23, 2025, the Company had 211.8 million Common Shares issued and 211.8 million outstanding. As of October 23, 2025, a total of 26.8  million RSUs are issued and outstanding. Once vested, each RSU will settle for a Common Share, but may be settled in cash in certain circumstances in accordance with the equity plan under which the RSUs were issued. Additionally, there were 11.3 million Options issued and outstanding with exercise prices ranging from $0.08 to $6.50 per share and expiration dates ranging from June 2030 to August 2035. Each Option is exercisable for one Common Share.

 

17

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

BUSINESS SEGMENT INFORMATION

 

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

 

NORTH AMERICAN BROKERAGE

 

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

 

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

 

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

 

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

 

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

 

18

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

ONE REAL TITLE

 

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

 

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

 

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

 

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

 

19

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

ONE REAL MORTGAGE

 

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

 

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

 

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

 

20

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

REAL WALLET

 

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

 

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

 

During the three months ended September 30, 2025, we recorded a one-time contra revenue adjustment of $0.1 million related to the launch of the Real Wallet Rewards program. Real Wallet Revenue is derived primarily from interchange fees on agents’ use of Real-branded debit cards, interest income on deposit balances held with Thread Bank, Member FDIC, and interest income from credit extended to agents. As of September 30, 2025 approximately $17 million was held by agents in Real Wallet deposit accounts, and approximately $4 million of credit was outstanding.

 

REVENUE BY GEOGRAPHY

 

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

 

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

 

21

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

FINANCIAL INSTRUMENTS

 

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

 

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

 

Classification and subsequent measurement

 

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

 

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

 

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

 

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

 

Financial assets – Subsequent measurement and gains and losses

 

Financial

assets at

amortized cost

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

Debt

investments at

FVOCI

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

 

Financial liabilities – Classification, subsequent measurement and gains and losses

 

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

 

Derecognition

 

Financial assets

 

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

 

22

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

Offsetting

 

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

 

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

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of September 30, 2025, cash and cash equivalents and investments totaled $55.8 million, compared to $32.8 million as of December 31, 2024. Cash and cash equivalents are comprised of cash held in our banking accounts and money market funds.

 

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

 

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

 

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

 

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

 

  Cash flows generated by operating activities were $65.8 million, an increase from $44.6 million for the period ended September 30, 2024. The increase was primarily due to improved operating results, as discussed above, which in the prior year period were negatively impacted by the $9.25 million litigation settlement expense related to the Umpa Class Action. Additionally, the increase reflects the impact of non-cash equity-settled share-based payments of $12.6 million.
     
  Cash flows used in investing activities were $16.0 million, primarily due to the net purchase of financial assets of $10.0 million, the purchase of an investment in equity securities for $2.3 million and the purchase of intangible assets for $2.8 million.
     
  Cash flows used in financing activities were $24.8 million. Cash flow used in financing activities mostly reflects repurchases of Common Shares for satisfying RSU obligations totaling $24.3 million, which was partially offset by proceeds of $1.5 million from the exercise of Options.

 

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

 

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

 

23

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

The following table presents liquidity (in thousands):

 

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

 

[i] – Represents a non-GAAP measure. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this MD&A.

 

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

 

Balance Sheet overview (in thousands)

 

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

 

24

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

Assets overview by geographical segment (in thousands)

 

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

 

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

 

25

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

INVESTMENT IN AVAILABLE FOR SALE SECURITIES AT FAIR VALUE

 

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

 

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

 

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

 

Description 

Estimated Fair

Value

December 31, 2024

  

Deposit /

(Withdraw)

  

Dividends,

Interest &

Income

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

 

The Company holds no debt obligations.

 

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

 

Capital management framework

 

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

 

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

 

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

 

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Disclosure controls and procedures

 

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

 

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

 

26

 

 

THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

Internal control over financial reporting

 

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

 

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

 

Inherent limitations

 

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

 

Changes in Internal Control over Financial Reporting

 

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

 

Related party transactions

 

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

 

LEGAL PROCEEDINGS

 

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

 

RECENT DEVELOPMENTS

 

Executive Trading Plans (Rule 10b5-1)

 

The Company has adopted a written insider trading policy that governs the purchase, sale, and other dispositions of the Company’s securities by its directors, officers, and employees, designed to promote compliance with applicable insider trading laws and regulations. The policy permits our officers, directors, funds affiliated with our directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. We anticipate that, as permitted by Rule 10b5-1 and our policy governing transactions in our securities, some or all of our officers, directors and employees may establish trading plans in the future. We intend to disclose the names of our executive officers and directors who establish a trading plan in compliance with Rule 10b5-1 and the requirements of our policy governing transactions in our securities in our quarterly and annual reports. We, however, undertake no obligation to update or revise the information provided herein, including for revision or termination of an established trading plan, other than in such quarterly and annual reports.

 

On August 18, 2025, Guy Gamzu, a director of the Company, entered into a 10b5-1 trading plan (the “Plan”), which is intended to satisfy the affirmative defense of Rule 10b5-1(c), for the sale of up to 2,000,000 Common Shares. The first sale of Common Shares will not take place until at least December 17, 2025. The Plan end date is December 12, 2026. Under the Plan, Mr. Gamzu will relinquish control over the sale transactions. Accordingly, sales under the Plan may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving the Company.

 

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THE REAL BROKERAGE INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025 AND 2024

 

On September 23, 2025, Tamir Poleg, Chief Executive Officer and a director of the Company, entered into a 10b5-1 trading plan, which is intended to satisfy the affirmative defense of Rule 10b5-1(c), for the sale of up to 387,567 Common Shares. The first sale of Common Shares will not take place until at least January 22, 2026. The Plan end date is December 31, 2026. Under the Plan, Mr. Poleg will relinquish control over the sale transactions. Accordingly, sales under the Plan may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving the Company.

 

OTHER EVENTS

 

On April 23, 2025, the employment of Michelle Ressler, the Company’s Former Chief Financial Officer, was terminated based on the Company’s opinion that she engaged in actions that violated Company policies related to personal expenses. The Company has completed its review of Ms. Ressler’s actions, and has determined at this time that these actions of the former CFO did not have a material impact on the Company’s previously issued financial statements.

 

CORPORATE INFORMATION

 

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

 

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

 

Common shares are listed and traded on the Nasdaq under the symbol “REAX”. The Company is a “reporting issuer” in all the provinces and territories of Canada. The Company qualifies as a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, as amended.

 

ADDITIONAL INFORMATION

 

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

 

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