Commitments and Contingencies	9 Months Ended
Sep. 30, 2026
Commitments and Contingencies
Commitments and Contingencies	14. Commitments and Contingencies From time to time, the Company may be involved in claims, litigation or regulatory inquiries that arise in the ordinary course of business. Such matters could result in legal costs and the diversion of management’s attention and resources. Except as described below, the Company does not believe that the outcome of any individual pending legal or regulatory matter to which it is a party will have a material adverse effect on its consolidated results of operations, financial condition, cash flows or overall business, taken as a whole. The Company may have various other contractual obligations in the normal course of operations. The Company is not materially contingently liable with respect to litigation, claims and environmental matters. Any settlement of claims in excess of amounts recorded will be charged to results of operations as and when such determination is made. U.S. Antitrust Litigation and Settlements Moehrl v. NAR et al., Burnett v. NAR et al., Nosalek v. MLS PIN et al. Beginning in March 2019, multiple putative class action complaints were filed against the National Association of Realtors (“NAR”), or in one case a multiple listing service (“MLS”) defendant rather than NAR, RE/MAX, LLC (a subsidiary of the Company), and other real estate companies, alleging that certain NAR rules (or MLS rules) violated federal and state antitrust laws by inflating broker commissions. The complaints all make substantially similar allegations and seek substantially similar relief. Plaintiffs generally allege that a NAR rule that requires brokers to make a blanket, non-negotiable offer of buyer broker compensation when listing a property, results in increased costs to sellers and violates antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule also in violation of antitrust law. Amended complaints added allegations of buyer steering and non-disclosure of buyer-broker compensation. The first of such cases was filed on March 6, 2019 by plaintiff Christopher Moehrl in the U.S. District Court for the Northern District of Illinois (the “Moehrl Class Action”). Numerous copycat lawsuits to the Moehrl Class Action have been filed. On April 29, 2019, plaintiff Joshua Sitzer and other plaintiffs filed a putative class action lawsuit against NAR, RE/MAX, LLC and other real estate companies in the U.S. District Court for the Western District of Missouri (the “Sitzer-Burnett Class Action”). Additionally, on December 17, 2020, a putative class action was filed against RE/MAX, LLC, MLS Property Information Network, Inc., an MLS, and other real estate companies in the U.S. District Court for the District of Massachusetts (together with the Moehrl Class Action, the Sitzer-Burnett Class Action and the initial copycat lawsuits, the “U.S. Antitrust Litigation”). On October 5, 2023, RE/MAX, LLC entered into that certain settlement agreement (the “U.S. Settlement Agreement”), by and among RE/MAX, LLC and certain plaintiffs to the U.S. Antitrust Litigation, agreeing to make certain changes to its business practices and to pay a total settlement amount of $55.0 million to resolve all claims set forth in the U.S. Antitrust Litigation. The U.S. Settlement Agreement releases RE/MAX, LLC, its parents, subsidiaries, and affiliates, and REMAX sub-franchisors, franchisees and their sales associates in the U.S. from the U.S. Antitrust Litigation. The settlement does not constitute an admission of liability by RE/MAX, LLC, nor does it concede or validate any of the claims asserted in the litigations. The U.S. Settlement Agreement received final court approval on May 9, 2024 and appeals were filed, including by one of the plaintiffs to the Batton Class Action (as defined below). On September 15, 2026, the Eighth Circuit Court of Appeals affirmed the judgment of the district court granting final approval of the settlement. Objectors have 90 days to file a petition for certiorari with the Supreme Court of the United States (the “Supreme Court”). The settlement will take effect following the appeals process if the appellants are unsuccessful. Umpa v. NAR, The Real Brokerage Inc., Real Broker, LLC, et al. In October 2023, a jury in the Sitzer-Burnett Class Action found that an unlawful conspiracy existed in violation of antitrust laws and awarded approximately $1.8 billion against NAR and the two other real estate company defendants. Multiple copycat lawsuits to the U.S. Antitrust Litigation were subsequently filed. In December 2023, a copycat lawsuit to the U.S. Antitrust Litigation was filed against Real and Real Broker, LLC (together, “Real Broker”, and each a subsidiary of the Company), captioned Umpa v. The National Association of Realtors, et al., which was filed in the U.S. District Court for the Western District of Missouri (the “Umpa Class Action”). On April 7, 2024, Real Broker entered into a settlement agreement to resolve the Umpa Class Action on a nationwide basis (the “Umpa Settlement Agreement”). This settlement conclusively addresses all claims asserted against Real Broker in the Umpa Class Action, releasing Real Broker, its subsidiaries, and its affiliated agents from these claims. The settlement does not constitute an admission of liability by Real Broker, nor does it concede or validate any of the claims asserted in the litigation. Pursuant to the terms of the Umpa Settlement Agreement, in the second quarter of 2024, Real Broker paid $9.25 million into a qualified settlement fund following the court’s preliminary approval of the Umpa Settlement Agreement. Additionally, Real Broker agreed to implement specific changes to its business practices. These changes include clarifications about the negotiability of commissions, prohibitions on claims that buyer agent services are free, and the inclusion of listing broker compensation offers in communications with clients. Real Broker agreed to develop training materials to support these practice changes. The Umpa Settlement Agreement received final court approval on October 31, 2024; however, certain objectors filed notice of appeal. On September 1, 2026, the Eighth Circuit Court of Appeals affirmed the judgment of the district court granting final approval. One objector sought rehearing, which was denied by the Eighth Circuit. Objectors have 90 days to file a petition for certiorari with the Supreme Court. The settlement will take effect following the appeals process if the appellants are unsuccessful. Batton v. NAR, RE/MAX, LLC, et al. On January 25, 2021, a similar action to the U.S. Antitrust Litigation was filed in the U.S. District Court for the Northern District of Illinois (the “Batton Class Action”) alleging violations of federal antitrust law and unjust enrichment. The complaint makes substantially similar allegations and seeks similar relief as the U.S. Antitrust Litigation but alleges harm to homebuyers rather than home sellers. On March 19, 2026, RE/MAX, LLC entered into that certain Stipulation and Agreement of Settlement (the “Batton Settlement Agreement”) to resolve all remaining claims against RE/MAX, LLC in the Batton Class Action that were not previously released by the U.S. Settlement Agreement. The Batton Settlement Agreement releases RE/MAX, LLC, its parents, subsidiaries, and affiliates, and REMAX sub-franchisors, franchisees, and their sales associates in the U.S. from the claims. Preliminary approval was granted on March 31, 2026, and final approval was granted on August 4, 2026. Under the Batton Settlement Agreement, RE/MAX, LLC agreed to pay a total settlement amount of $8.5 million into a qualified settlement escrow fund in two installments. The first installment of $1.5 million was required to be paid within fourteen business days of the later of (i) opening the escrow account and provision of funding information to RE/MAX, LLC and (ii) preliminary court approval of the Batton Settlement Agreement; this initial installment was paid on April 22, 2026. The remaining $7.0 million is to be paid within 21 business days following final court approval of the Batton Settlement Agreement, including any appeals. The settlement does not constitute an admission of liability by RE/MAX, LLC, nor does it concede or validate any of the claims asserted in the litigation. The Batton Settlement Agreement would take effect following the successful resolution of any appeals process. As of September 30, 2026, the Company has recorded an $8.5 million liability to “Accrued liabilities” within the Condensed Consolidated Balance Sheets, with a corresponding $1.5 million amount recorded to “Restricted cash” within the Condensed Consolidated Balance Sheets. Cwynar v. The Real Brokerage Inc. On June 28, 2025, Real Broker was named as a defendant along with other brokerages in a similar action to the Batton Class Action, captioned Cwynar v. The Real Brokerage Inc., et al., which was filed in the U.S. District Court for the Northern District of Illinois Eastern Division (the “Cwynar Class Action”). On December 31, 2025, Real Broker entered into a settlement agreement to resolve the Cwynar Class Action on a nationwide basis (the “Cwynar Settlement Agreement”). Pursuant to the terms of the Cwynar Settlement Agreement, Real Broker paid $0.75 million into a qualified settlement fund following the court’s preliminary approval of the Cwynar Settlement Agreement in March 2026. This settlement conclusively addresses all claims asserted against Real Broker in the Cwynar Class Action, releasing Real Broker, its parents, subsidiaries, and affiliated agents from these claims. The settlement does not constitute an admission of liability by Real Broker, nor does it concede or validate any of the claims asserted in the litigation. The Cwynar Settlement Agreement is pending final court approval, and would take effect following the successful resolution of any appeals process. Homie Technology Inc. v. NAR, RE/MAX, LLC, et al. On August 22, 2024, plaintiff Homie Technology, Inc. (“Homie”) filed suit against the NAR, RE/MAX, LLC, and other real estate companies in the U.S. District Court for the District of Utah. The lawsuit alleges certain NAR rules, many of which were at issue in the U.S. Antitrust Litigations, created a barrier to entry for Homie as a competitor, and that the other defendants agreed and/or conspired to implement such rules and engaged in conduct that foreclosed Homie from competing. RE/MAX, LLC filed a motion to dismiss on October 18, 2024. On July 15, 2025, the court dismissed the lawsuit. Plaintiff appealed and on August 11, 2026, the Tenth Circuit Court of Appeals affirmed the district court’s dismissal of Homie’s claims. Plaintiff have 90 days to file a petition for certiorari with the Supreme Court.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2026

14. Commitments and Contingencies

From time to time, the Company may be involved in claims, litigation or regulatory inquiries that arise in the ordinary course of business. Such matters could result in legal costs and the diversion of management’s attention and resources. Except as described below, the Company does not believe that the outcome of any individual pending legal or regulatory matter to which it is a party will have a material adverse effect on its consolidated results of operations, financial condition, cash flows or overall business, taken as a whole. The Company may have various other contractual obligations in the normal course of operations. The Company is not materially contingently liable with respect to litigation, claims and environmental matters. Any settlement of claims in excess of amounts recorded will be charged to results of operations as and when such determination is made.

U.S. Antitrust Litigation and Settlements

Moehrl v. NAR et al., Burnett v. NAR et al., Nosalek v. MLS PIN et al.

Beginning in March 2019, multiple putative class action complaints were filed against the National Association of Realtors (“NAR”), or in one case a multiple listing service (“MLS”) defendant rather than NAR, RE/MAX, LLC (a subsidiary of the Company), and other real estate companies, alleging that certain NAR rules (or MLS rules) violated federal and state antitrust laws by inflating broker commissions. The complaints all make substantially similar allegations and seek substantially similar relief. Plaintiffs generally allege that a NAR rule that requires brokers to make a blanket, non-negotiable offer of buyer broker compensation when listing a property, results in increased costs to sellers and violates antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule also in violation of antitrust law. Amended complaints added allegations of buyer steering and non-disclosure of buyer-broker compensation. The first of such cases was filed on March 6, 2019 by plaintiff Christopher Moehrl in the U.S. District Court for the Northern District of Illinois (the “Moehrl Class Action”).

Numerous copycat lawsuits to the Moehrl Class Action have been filed. On April 29, 2019, plaintiff Joshua Sitzer and other plaintiffs filed a putative class action lawsuit against NAR, RE/MAX, LLC and other real estate companies in the U.S. District Court for the Western District of Missouri (the “Sitzer-Burnett Class Action”). Additionally, on December 17, 2020, a putative class action was filed against RE/MAX, LLC, MLS Property Information Network, Inc., an MLS, and other real estate companies in the U.S. District Court for the District of Massachusetts (together with the Moehrl Class Action, the Sitzer-Burnett Class Action and the initial copycat lawsuits, the “U.S. Antitrust Litigation”).

On October 5, 2023, RE/MAX, LLC entered into that certain settlement agreement (the “U.S. Settlement Agreement”), by and among RE/MAX, LLC and certain plaintiffs to the U.S. Antitrust Litigation, agreeing to make certain changes to its business practices and to pay a total settlement amount of $55.0 million to resolve all claims set forth in the U.S. Antitrust Litigation. The U.S. Settlement Agreement releases RE/MAX, LLC, its parents, subsidiaries, and affiliates, and REMAX sub-franchisors, franchisees and their sales associates in the U.S. from the U.S. Antitrust Litigation. The settlement does not constitute an admission of liability by RE/MAX, LLC, nor does it concede or validate any of the claims asserted in the litigations. The U.S. Settlement Agreement received final court approval on May 9, 2024 and appeals were filed, including by one of the plaintiffs to the Batton Class Action (as defined below). On September 15, 2026, the Eighth Circuit Court of Appeals affirmed the judgment of the district court granting final approval of the settlement. Objectors have 90 days to file a petition for certiorari with the Supreme Court of the United States (the “Supreme Court”). The settlement will take effect following the appeals process if the appellants are unsuccessful.

Umpa v. NAR, The Real Brokerage Inc., Real Broker, LLC, et al.

In October 2023, a jury in the Sitzer-Burnett Class Action found that an unlawful conspiracy existed in violation of antitrust laws and awarded approximately $1.8 billion against NAR and the two other real estate company defendants. Multiple copycat lawsuits to the U.S. Antitrust Litigation were subsequently filed.

In December 2023, a copycat lawsuit to the U.S. Antitrust Litigation was filed against Real and Real Broker, LLC (together, “Real Broker”, and each a subsidiary of the Company), captioned Umpa v. The National Association of Realtors, et al., which was filed in the U.S. District Court for the Western District of Missouri (the “Umpa Class Action”). On April 7, 2024, Real Broker entered into a settlement agreement to resolve the Umpa Class Action on a nationwide basis (the “Umpa Settlement Agreement”). This settlement conclusively addresses all claims asserted against Real Broker in the Umpa Class Action, releasing Real Broker, its subsidiaries, and its affiliated agents from these claims. The settlement does not constitute an admission of liability by Real Broker, nor does it concede or validate any of the claims asserted in the litigation. Pursuant to the terms of the Umpa Settlement Agreement, in the second quarter of 2024, Real Broker paid $9.25 million into a qualified settlement fund following the court’s preliminary approval of the Umpa Settlement Agreement.

Additionally, Real Broker agreed to implement specific changes to its business practices. These changes include clarifications about the negotiability of commissions, prohibitions on claims that buyer agent services are free, and the inclusion of listing broker compensation offers in communications with clients. Real Broker agreed to develop training materials to support these practice changes. The Umpa Settlement Agreement received final court approval on October 31, 2024; however, certain objectors filed notice of appeal. On September 1, 2026, the Eighth Circuit Court of Appeals affirmed the judgment of the district court granting final approval. One objector sought rehearing, which was denied by the Eighth Circuit. Objectors have 90 days to file a petition for certiorari with the Supreme Court. The settlement will take effect following the appeals process if the appellants are unsuccessful.

Batton v. NAR, RE/MAX, LLC, et al.

On January 25, 2021, a similar action to the U.S. Antitrust Litigation was filed in the U.S. District Court for the Northern District of Illinois (the “Batton Class Action”) alleging violations of federal antitrust law and unjust enrichment. The complaint makes substantially similar allegations and seeks similar relief as the U.S. Antitrust Litigation but alleges harm to homebuyers rather than home sellers.

On March 19, 2026, RE/MAX, LLC entered into that certain Stipulation and Agreement of Settlement (the “Batton Settlement Agreement”) to resolve all remaining claims against RE/MAX, LLC in the Batton Class Action that were not previously released by the U.S. Settlement Agreement. The Batton Settlement Agreement releases RE/MAX, LLC, its parents, subsidiaries, and affiliates, and REMAX sub-franchisors, franchisees, and their sales associates in the U.S. from the claims. Preliminary approval was granted on March 31, 2026, and final approval was granted on August 4, 2026. Under the Batton Settlement Agreement, RE/MAX, LLC agreed to pay a total settlement amount of $8.5 million into a qualified settlement escrow fund in two installments. The first installment of $1.5 million was required to be paid within fourteen business days of the later of (i) opening the escrow account and provision of funding information to RE/MAX, LLC and (ii) preliminary court approval of the Batton Settlement Agreement; this initial installment was paid on April 22, 2026. The remaining $7.0 million is to be paid within 21 business days following final court approval of the Batton Settlement Agreement, including any appeals. The settlement does not constitute an admission of liability by RE/MAX, LLC, nor does it concede or validate any of the claims asserted in the litigation. The Batton Settlement Agreement would take effect following the successful resolution of any appeals process. As of September 30, 2026, the Company has recorded an $8.5 million liability to “Accrued liabilities” within the Condensed Consolidated Balance Sheets, with a corresponding $1.5 million amount recorded to “Restricted cash” within the Condensed Consolidated Balance Sheets.

Cwynar v. The Real Brokerage Inc.

On June 28, 2025, Real Broker was named as a defendant along with other brokerages in a similar action to the Batton Class Action, captioned Cwynar v. The Real Brokerage Inc., et al., which was filed in the U.S. District Court for the Northern District of Illinois Eastern Division (the “Cwynar Class Action”). On December 31, 2025, Real Broker entered into a settlement agreement to resolve the Cwynar Class Action on a nationwide basis (the “Cwynar Settlement Agreement”). Pursuant to the terms of the Cwynar Settlement Agreement, Real Broker paid $0.75 million into a qualified settlement fund following the court’s preliminary approval of the Cwynar Settlement Agreement in March 2026. This settlement conclusively addresses all claims asserted against Real Broker in the Cwynar Class Action, releasing Real Broker, its parents, subsidiaries, and affiliated agents from these claims. The settlement does not constitute an admission of liability by Real Broker, nor does it concede or validate any of the claims asserted in the litigation. The Cwynar Settlement Agreement is pending final court approval, and would take effect following the successful resolution of any appeals process.

Homie Technology Inc. v. NAR, RE/MAX, LLC, et al.

On August 22, 2024, plaintiff Homie Technology, Inc. (“Homie”) filed suit against the NAR, RE/MAX, LLC, and other real estate companies in the U.S. District Court for the District of Utah. The lawsuit alleges certain NAR rules, many of which were at issue in the U.S. Antitrust Litigations, created a barrier to entry for Homie as a competitor, and that the other defendants agreed and/or conspired to implement such rules and engaged in conduct that foreclosed Homie from competing. RE/MAX, LLC filed a motion to dismiss on October 18, 2024. On July 15, 2025, the court dismissed the lawsuit. Plaintiff appealed and on August 11, 2026, the Tenth Circuit Court of Appeals affirmed the district court’s dismissal of Homie’s claims. Plaintiff have 90 days to file a petition for certiorari with the Supreme Court.