13. Stock-Based Payment Arrangements

The following tables provide a detailed breakdown of the stock-based compensation expense (in thousands) as reported in the Condensed Consolidated Statements of Comprehensive Income (Loss):

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Stock option plan (equity-settled)

The Company maintains equity-settled stock-based compensation plans under which stock options, restricted stock units, and other stock-based awards may be granted to directors, officers, employees, agents, and other service providers, including independent contractors, of the Company. On August 24, 2026, immediately prior to the consummation of the Transaction, Real effected a 1-for-10 reverse stock split of its common shares. The number of shares authorized or remaining available for issuance under Real’s equity plans, the number of shares subject to outstanding awards, and the applicable exercise prices and other award terms were retroactively adjusted to reflect the reverse stock split.

On August 24, 2026, Real adopted the 2026 Stock Incentive Plan (the “2026 Plan”), which was approved by the Board of Directors on August 24, 2026. The 2026 Plan authorizes the issuance of up to 50 million Common Shares for stock-based compensation awards, and other stock-based awards.

Legacy RE/MAX Holdings Inc. Equity Plans Adopted by the Company

In May of 2023, former REMAX shareholders approved the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan (the “2023 REMAX Incentive Plan”). The 2023 REMAX Incentive Plan authorized the issuance of up to 2.8 million shares for stock-based compensation and other stock-based awards. This plan was assumed by the Company with the completion of the Transaction.

Measurement of Fair Value

The fair value of the options has been measured using the Black-Scholes option pricing model. The Black-Scholes model requires management to make certain assumptions, including the expected life of the stock options, expected volatility, and risk-free interest rate. Service and non-market performance conditions attached to the awards are not considered in measuring fair value.

There were no stock options granted for the three and nine months ended September 30, 2026.

Reconciliation of outstanding stock options

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

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The options outstanding had a weighted average exercise price of $13.55 and $12.70 as of September 30, 2026 and September 30, 2025, respectively. Such outstanding options had a weighted-average remaining contractual life of 5.25 years and 6.1 years as of September 30, 2026 and September 30, 2025, respectively. Weighted average per-share exercise prices for all periods presented have been retroactively adjusted to give effect to the 1-for-10 reverse stock split.

Restricted share units

The Company grants RSUs to real estate agents affiliated with its Real brokerage, directors, officers, employees, and other service providers under its stock-based payment arrangements. Each RSU entitles the holder to receive one share of Common Stock upon vesting and may be settled in shares of Common Stock or, at the Company’s discretion, in cash. RSUs have historically been settled in shares of Common Stock and therefore are classified as equity awards.

RSUs are subject to service-based vesting conditions and, in certain cases, performance-based vesting conditions. Stock-based compensation expense for RSUs is recognized over the applicable vesting period based on the grant date fair value of the award and the estimated number of RSUs expected to vest, with a corresponding increase to additional paid-in capital. The Company accounts for forfeitures as they occur.

Agent RSUs

The Company grants RSUs to agents through multiple stock-based payment arrangements that are designed to support agent retention, productivity, and engagement. Agent RSUs are subject to service-based vesting conditions and are forfeited if the applicable vesting conditions are not satisfied.

Agent Stock Purchase Program RSUs

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

Bonus RSUs Related to the Agent Purchase Program RSUs

As an incentive to participate in the Agent Stock Purchase Program and remain with the Company following the purchase,

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

Production- and Service-Based Agent RSUs

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

Employee RSUs

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

Performance-based RSUs

The Company also grants performance-based vesting RSUs that vest upon the achievement of specified performance conditions. Stock-based compensation expense for performance-based RSUs is recognized over the vesting period based on the grant date fair value of the award and the number of awards expected to vest, which is reassessed at each reporting period based on the probability that the performance conditions will be achieved. If it is determined that the performance conditions will not be met, previously recognized compensation expense is reversed.

The Company also grants awards subject to market-based vesting conditions. The grant-date fair value of these awards incorporates the applicable market conditions, and compensation expense is recognized over the requisite service period, provided the applicable service conditions are satisfied, regardless of whether the market conditions are ultimately achieved.

As of September 30, 2026, there were 0.3 million (after giving effect to the 1-for-10 reverse split) performance-based RSUs outstanding and the achievement of the applicable performance conditions was not considered probable. Therefore, no compensation expense was recognized for these awards.

RSU Activity

The following table illustrates the Company’s RSU activity (in thousands of units) under its equity plans:

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As of September 30, 2026, there was $65.2 million of total unrecognized stock-based compensation expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.7 years.