9. Debt

Debt, net of current portion, consists of the following (in thousands):

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As of September 30, 2026, maturities of debt are as follows (in thousands):

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Credit Facility

On August 24, 2026 (the “Closing Date”), in connection with the closing of the Transaction (see Note 5, Acquisitions, for more information.), the Company entered into a Credit Agreement (the “Credit Agreement”) with the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. The Credit Agreement provides for (i) a $550.0 million senior secured term loan facility (the “Term Loan Facility” and the loans thereunder, the “Term Loans”) and (ii) a $40.0 million senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”), which includes a $10.0 million letter of credit sub-facility. The Term Loan Facility was fully funded on the Closing Date.

The proceeds of the Term Loan Facility, together with cash on hand, were used to (i) fund a portion of the cash consideration for the Transaction, (ii) repay in full all amounts outstanding under REMAX’s existing credit facility (the “REMAX Credit Agreement”), and (iii) pay related financing and transaction expenses. Proceeds of the Revolving Facility may be used for general corporate purposes permitted under the Credit Agreement.

Maturity and Amortization

The Term Loan Facility matures on August 24, 2031. The Term Loans amortize in equal quarterly installments equal to 1.875% of the original principal amount (approximately $10.3 million per quarter), payable on the last business day of each fiscal quarter beginning with the quarter ending December 31, 2026, with the remaining balance due at maturity. The Revolving Facility terminates on the earlier of August 24, 2031 and the date that is 91 days prior to the maturity of the Term Loans, if any Term Loans remain outstanding at that time. Amounts prepaid on the Term Loans may not be reborrowed.

Interest Rates and Fees

Borrowings under the Credit Facilities bear interest, at the Company’s option, at either (a) the Term Secured Overnight Financing Rate (“Term SOFR”), subject to a floor of 3.00%, plus an applicable margin, or (b) an alternate base rate (“ABR”), subject to a floor of 4.00%, plus an applicable margin. The applicable margin for the Term Loans is 5.50% for Term SOFR loans and 4.50% for ABR loans. The applicable margin for revolving loans is initially 4.00% for Term SOFR loans and 3.00% for ABR loans and, beginning after the delivery of the first compliance certificate, may decrease to as low as 3.50% and 2.50%, respectively, based on the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement). As of September 30, 2026, the Term Loans bore interest at one-month Term SOFR plus 5.50%, representing an interest rate of 9.4%.

The Company pays a commitment fee on the unused portion of the Revolving Facility at an initial rate of 0.50% per annum, which may decrease to 0.375% or 0.25% per annum based on the Total Net Leverage Ratio. As of September 30, 2026, there were no borrowings outstanding under the Revolving Facility, and $40.0 million was available for borrowing.

Prepayments

The Company may voluntarily prepay the Term Loans at any time, subject to a prepayment premium (the “Applicable Premium”). For prepayments made prior to August 24, 2027, the Applicable Premium equals the interest that would have accrued on the prepaid amount through August 24, 2027, plus 1.00% of the principal prepaid. For prepayments made on or after August 24, 2027 but prior to August 24, 2028, the Applicable Premium equals 1.00% of the principal prepaid, and no premium applies thereafter. No Applicable Premium is payable on voluntary prepayments applied to scheduled amortization installments due in the calendar year of the prepayment, or on the first $50.0 million (cumulative) of voluntary prepayments applied to the principal balance due at maturity.

The Credit Agreement requires mandatory prepayments of the Term Loans with (i) 100% of the net cash proceeds of indebtedness not permitted under the Credit Agreement, (ii) 100% of the net cash proceeds of certain non-ordinary course asset sales and casualty events above specified thresholds, subject to reinvestment rights, and (iii) beginning with the fiscal year ending December 31, 2027, a percentage of annual excess cash flow (as defined) of 75%, 50% or 0%, depending on the Company’s First Lien Net Leverage Ratio and the amount of net first lien indebtedness, to the extent the required amount exceeds the greater of $10.0 million and 5% of LTM EBITDA (as defined), less voluntary prepayments made during the year.

On September 30, 2026, the Company made a voluntary prepayment of $25.0 million on the Term Loans. Of this amount, $10.3 million was applied to the scheduled installment due December 31, 2026, and $14.7 million was applied to the principal balance due at maturity. No Applicable Premium was payable on the prepayment. In connection with the prepayment, the Company recognized accelerated amortization of the original issue discount and debt issuance costs and recorded a $0.3 million loss on early debt extinguishment within “Other expenses, net” in the Condensed Consolidated Statement of Comprehensive Income (Loss). On September 30, 2026, $525.0 million in principal term loans were outstanding under our Term Loan Facility.

Guarantees and Collateral

The obligations under the Credit Agreement are guaranteed by the Company’s existing and future wholly owned subsidiaries, subject to customary exceptions for excluded subsidiaries (including certain foreign, regulated and immaterial subsidiaries). The obligations and guarantees are secured by a first-priority lien on substantially all of the assets of the Company and the subsidiary guarantors, including a pledge of the capital stock of subsidiaries held by the Company and the subsidiary guarantors, subject to customary exceptions.

Covenants

The Credit Agreement contains a financial covenant requiring the Company to maintain a First Lien Net Leverage Ratio (as defined in the Credit Agreement), tested as of the last day of each fiscal quarter beginning with the quarter ending December 31, 2026, not to exceed the following:

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The Credit Agreement also contains customary affirmative and negative covenants that, among other things, limit the ability of the Company and its subsidiaries to incur additional indebtedness, grant liens, make investments and acquisitions, dispose of assets and make restricted payments.

In particular, the Company may not declare or pay cash dividends on its common stock, and share repurchases and other non-cash-dividend restricted payments are permitted only under specified baskets, including a $35.0 million general basket (plus retained excess cash flow), an additional $35.0 million basket available when the pro forma First Lien Net Leverage Ratio is less than 2.00:1.00, and an unlimited basket available when the pro forma First Lien Net Leverage Ratio does not exceed 1.65:1.00, in each case subject to the absence of an event of default. Restricted payments may not be funded with proceeds of the Revolving Facility.

The Credit Agreement contains customary events of default, including nonpayment, breach of covenants, cross-defaults bankruptcy and a change of control. Upon an event of default, the lenders may accelerate the outstanding obligations and terminate the revolving commitments. As of September 30, 2026, the Company was in compliance with all covenants under the Credit Agreement. The financial covenant is first tested as of December 31, 2026.

Incremental Facilities

Subject to lender participation and certain conditions, including a pro forma First Lien Net Leverage Ratio of less than 2.00:1.00, the Company may request incremental term loans or increases to the revolving commitments in an aggregate amount of up to the greater of $50.0 million and 25% of LTM EBITDA, plus the amount of certain voluntary prepayments. No lender is obligated to provide any incremental facility.

Original Issue Discount and Debt Issuance Costs

The Term Loans were issued at 98% of par, resulting in an original issue discount of $11.0 million. In connection with the Credit Facilities, the Company incurred $1.4 million of debt issuance costs, consisting of financing fees and other directly attributable costs.

Of these amounts, $1.0 million attributable to the Term Loans is presented as a direct reduction of the carrying amount of the Term Loans and is amortized to interest expense using the effective interest method over the term of the Term Loans, and $0.4 million attributable to the Revolving Facility is recorded in “Other assets, net of current portion” and amortized to interest expense on a straight-line basis over the term of the Revolving Facility. The effective interest rate on the Term Loans, including the amortization of original issue discount and debt issuance costs, was 10.1% as of September 30, 2026.

In connection with the Agreement, on April 26, 2026, Real obtained a commitment for a $550.0 million, 364-day senior secured bridge facility. The bridge commitment was terminated unused upon entry into the Credit Agreement, and the related commitment fees of $4.9 million were expensed and included in “Other expenses, net” in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2026.

Repayment of REMAX Existing Credit Agreement

At closing of the Transaction, the Company repaid the total outstanding amount of $437.0 million under term loans under the REMAX Credit Agreement, together with $2.0 million of accrued interest. The REMAX Credit Agreement was settled concurrently with the closing of the Transaction and was reflected in the provisional purchase price allocation as consideration transferred at its payoff amount and therefore no loss on extinguishment is recognized.

Interest Expense

Interest expense related to the Credit Facilities consisted of the following (in thousands):

(a) Reflects the period from August 24, 2026 through September 30, 2026. The Company had no outstanding debt during the three and nine months ended September 30, 2025 and as of December 31, 2025. Cash paid for interest was $5.2 million for the nine months ended September 30, 2026.