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Marpai Reports Second Quarter 2026 Financial Results

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Successful turnaround leads to lower operating costs and improved gross margin; debt restructuring and subsequent financing strengthen capital structure

TAMPA, Fla., Aug. 13, 2026 /PRNewswire/ — Marpai, Inc. (“Marpai” or the “Company”) (OTCQX: MRAI), a leader in innovative healthcare technology, Third-Party Administration (TPA), and Pharmacy Benefit Management (“PBM”) services, announced its financial and operational results for the three and six months ended June 30, 2026.

SECOND QUARTER 2026 FINANCIAL HIGHLIGHTS

The second quarter marked the successful continuation of Marpai’s turnaround.

Metric

Q2 2026

Q2 2025

Year-over-year

Revenue

$4.2 million

$4.7 million

10.5% decrease

Cost of revenue

$3.2 million

$3.9 million

19.0% decrease

Gross profit

$1.0 million

$0.7 million

33.6% improvement

Gross margin

23.9 %

16.0 %

Improved by 7.9
percentage points

Total costs and
expenses

$7.6 million

$8.3 million

8.0% decrease

Operating loss

$(3.4) million

$(3.6) million

4.8% improvement

Net loss

$(4.6) million

$(4.4) million

4.9% increase

Revenue declined primarily due to turnover and continued customer pruning. Cost of revenue decreased faster than revenue due to a reduction in claims processing expense, resulting in higher gross profit and gross margin. Total costs and expenses also declined, reflecting lower cost of revenue, information technology, sales and marketing, depreciation and amortization, and facilities expense, partially offset by higher general and administrative expense.

OPERATING AND STRATEGIC UPDATE

We continue to prune and adjust our customer base while adjusting our cost base to reflect our growing use of artificial intelligence (“AI”) and other technological solutions to improve our efficiency and generate better returns.

Marpai continued to streamline its operating model during the quarter. Information technology expenses decreased to $1.1 million from $1.3 million in for the six months ended June 30, 2025, while sales and marketing expenses decreased to $136 thousand from $312 thousand for the six months ended June 30, 2025. Facilities expenses declined to $116 thousand from $160 thousand for the six months ended June 30, 2025.

Debt Restructuring:

As previously disclosed, in May 2026, the Company amended its senior secured convertible debentures, extending their maturity to April 15, 2028, and revising the amortization schedule. In July 2026, the Company amended its AXA notes extending their maturity to 2029 and revising the amortization schedule and repayment schedules.

Capital raise:

Subsequent to the end of the second quarter of 2026, on July 31, 2026, the Company priced a private placement offering of newly designated Series A Preferred Stock, generating aggregate gross proceeds of $12.1 million to the Company. The financing is expected to support the Company’s operations and strategic priorities.

Management Commentary

“We believe that our second-quarter results demonstrate continued progress in revamping our cost structure to support the expected growth of the business by deploying AI and other technological solutions to improve our efficiency and increase our margins,” said Damien Lamendola, Chief Executive Officer of Marpai. “While revenue continued to reflect lingering customer pruning and turnover, our lower cost of revenue and disciplined investments in process improvements and technology improved gross margin and reduced our operating loss. The debt amendments and subsequent financing improved our capital structure as we focus on growing our customer base profitably, improving client services, and building a more scalable platform.”

SIX-MONTH 2026 RESULTS

For the six months ended June 30, 2026, revenue was $8.6 million, compared with $10.1 million for the six months ended June 30, 2025. Total costs and expenses were $14.5 million, compared with $15.9 million for the six months ended June 30, 2025. Operating loss was $5.9 million, compared with $5.9 million for the six months ended June 30, 2025, and net loss was $7.8 million, or $(0.31) per basic and diluted share, compared with $7.4 million, or $(0.49) per basic and diluted for the six months ended June 30, 2025.

Net cash used in operating activities was $4.6 million for the first six months of 2026. As of June 30, 2026, unrestricted cash and cash equivalents were $138 thousand. These balances do not include the $12.1 million of gross proceeds from the private placement completed after quarter-end, as disclosed above.

About Marpai, Inc.

Marpai, Inc. (OTCQX: MRAI) is a technology platform company which operates subsidiaries that provide TPA, PBM and value-oriented health plan services to employers that directly pay for employee health benefits. Marpai works to deliver the healthiest member population for the health plan budget through its Marpai Saves initiative. Operating nationwide, Marpai offers access to leading provider networks including Aetna and Cigna. For more information, visit www.marpaihealth.com, the content of which is not incorporated by reference into this press release. Investors are invited to visit https://ir.marpaihealth.com.

Forward-Looking Statement Disclaimer

This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties. Forward-looking statements can be identified through the use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “guidance,” “may,” “can,” “could”, “will”, “potential”, “should,” “goal” and variations of these words or similar expressions. For example, the Company is using forward-looking statements when it discusses statements regarding the Company’s continued adjustments to its customer base while adjusting is cost base to reflect growing use of artificial intelligence and other technological solutions to improve efficiency and generate better returns; the Company’s expectation that the capital raise through a private placement offering will support its operations and strategic priorities; the Company’s belief that its second-quarter results demonstrate continued progress in revamping its cost structure to support the expected growth of the business by deploying AI and other technological solutions to improve its efficiency and increase its margins; and the Company’s focus on growing its customer base profitably, improve client services and build a more scalable platform. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Marpai’s current expectations and speak only as of the date of this release. Actual results may differ materially from Marpai’s current expectations depending upon a number of factors. These factors include, among others, adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business. Except as required by law, Marpai does not undertake any responsibility to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

More detailed information about Marpai and the risk factors that may affect the realization of forward-looking statements is set forth in Marpai’s filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov.

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

June 30, 2026

December 31, 2025

ASSETS:

Current assets:

Cash and cash equivalents

$                         138

$                               133

Restricted cash

6,437

8,818

Accounts receivable, net of allowance for credit losses of $86 and $21 as of June 30,
2026, and December 31, 2025, respectively

1,017

697

Unbilled receivables

1,085

280

Prepaid expenses and other current assets

327

408

Total current assets

9,004

10,336

Capitalized software, net

60

Operating lease right-of-use assets

193

218

Security deposits 

227

229

Other long-term asset

43

61

Total assets

$                      9,467

$                          10,904

LIABILITIES AND STOCKHOLDERS’  DEFICIT

Current liabilities:

Accounts payable

$                      5,783

$                            3,668

Accrued expenses

2,456

2,115

Accrued fiduciary obligations

7,270

8,521

Deferred revenue (including related party amounts of $317 and $0, respectively)

317

89

Current portion of operating lease liabilities

278

264

Current portion of convertible debentures, net

1,966

3,037

Other short-term liabilities

2,450

8,000

Vendor financing advance

2,000

Due to related party

1,026

Total current liabilities

23,546

25,694

Other long-term liabilities

18,306

11,450

Convertible debentures, net of current portion

6,122

5,795

Operating lease liabilities, net of current portion

384

528

Total liabilities

48,358

43,467

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ DEFICIT

Preferred stock, $0.0001 par value, 2,000,000 shares authorized; 0 shares issued and
outstanding at June 30, 2026 and December 31, 2025.

Common stock, $0.0001 par value, 227,791,050 shares authorized; 26,667,334 shares and
24,035,610 shares issued and outstanding at June 30, 2026, and December 31, 2025,
respectively

3

2

Additional paid-in capital

84,266

82,829

Accumulated deficit

(123,160)

(115,394)

Total stockholders’ deficit

(38,891)

(32,563)

Total liabilities and stockholders’ deficit

$                      9,467

$                          10,904

 

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except share and per share data)

Three Months Ended

Six Months Ended 

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Revenue (including related party amounts of $183, $0, $183, and $0, respectively)

$                      4,166

$                            4,656

$                8,610

$              10,074

Costs and expenses

Cost of revenue (exclusive of depreciation and amortization
   shown separately below)

3,169

3,910

6,408

7,395

General and administrative

3,069

2,483

5,199

4,766

Information technology

1,109

1,291

2,266

2,681

Sales and marketing

136

312

365

556

Research and development

7

Depreciation and amortization

107

60

214

Facilities

116

160

229

311

Total costs and expenses

7,599

8,263

14,527

15,930

Operating loss

(3,433)

(3,607)

(5,917)

(5,856)

Other income (expenses)

Other income, net

77

49

153

49

Interest expense, net

(1,227)

(813)

(2,002)

(1,633)

Loss before provision for income taxes

(4,583)

(4,371)

(7,766)

(7,440)

Income tax expense

Net loss

$                    (4,583)

$                           (4,371)

$               (7,766)

$              (7,440)

Net loss per share, basic & fully diluted

$                      (0.18)

$                             (0.28)

$                 (0.31)

$                (0.49)

Weighted average common shares outstanding, basic and
   diluted

25,860,374

15,503,132

25,277,172

15,140,332

 

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

Six Months Ended 

June 30, 2026

June 30, 2025

Cash flows from operating activities:

Net loss

$                    (7,766)

$                           (7,440)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

60

214

Share-based compensation

1,120

1,043

Shares issued to vendors in exchange for services

55

1,008

Amortization of right-of-use asset

25

31

Non-cash interest expense

1,331

914

Amortization of debt premium and debt issuance costs, net

56

(17)

Bad debt expense

178

Changes in operating assets and liabilities:

Accounts receivable and unbilled receivables

(1,303)

(56)

Prepaid expense and other assets

101

176

Accounts payable

2,115

479

Accrued expenses

604

(516)

Accrued fiduciary obligations

(1,251)

871

Operating lease liabilities

(130)

(123)

Due to related party

26

Other liabilities

203

92

  Net cash used in operating activities

(4,576)

(3,324)

Cash flows from investing activities:

Proceeds from sale of business unit

500

Net cash provided by investing activities

500

Cash flows from financing activities:

Proceeds from issuance of related party promissory notes

660

Payments on related party promissory notes

(660)

Proceeds from vendor financing advance

2,000

Proceeds from related party advance 

1,000

Proceeds from issuance of convertible debentures

3,000

Payments of convertible debenture issuance costs

(162)

Payments on convertible debentures

(800)

(1,500)

Payments to seller for acquisition

(196)

Proceeds from issuance of common stock in a private offering, net

730

Net cash provided by financing activities

2,200

1,872

Net (decrease) increase  in cash, cash equivalents and restricted cash

(2,376)

(952)

Cash, cash equivalents and restricted cash at beginning of period

8,951

9,232

Cash, cash equivalents and restricted cash at end of period

$                      6,575

$                            8,280

Reconciliation of cash, cash equivalents, and restricted cash reported in
   the condensed consolidated balance sheet

Cash and cash equivalents

$                         138

$                               619

Restricted cash

6,437

7,661

Total cash, cash equivalents and restricted cash shown in the condensed
   consolidated statement of cash flows

$                      6,575

$                            8,280

Supplemental disclosure of cash flow information

Cash paid for interest

$                         591

$                               781

 

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SOURCE Marpai

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CleanCore Solutions, Inc. Announces Planned Corporate Name Change to Zone Frontier Inc.

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HOUSTON, Aug. 14, 2026 /PRNewswire/ — CleanCore Solutions, Inc. (NYSE American: ZONE) (the “Company”) today announced that it intends to change its corporate name from “CleanCore Solutions, Inc.” to “Zone Frontier Inc.” The Company has submitted a Certificate of Amendment to its Amended and Restated Articles of Incorporation for filing with the Nevada Secretary of State that specifies a delayed effective date, and the name change will become effective at 5:00 p.m. Pacific Time on August 31, 2026.

Upon effectiveness of the name change, the Company’s common stock will continue to trade on the NYSE American under the ticker symbol “ZONE.” The name change will not affect the rights of the Company’s stockholders. No action is required by existing stockholders, and all outstanding stock certificates and book-entry positions will remain valid.

“Our rebrand to Zone Frontier reflects the evolution of our business and strategic direction, as well as our commitment to developing next-generation data center campuses for the world’s leading AI and technology companies,” said Tyler Hassen, Chief Executive Officer of ZONE. “As we continue to execute on our growth initiatives, we believe the new name better represents who we are today and where we are headed.”

The Company intends to file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission in connection with the name change upon the effectiveness of the Certificate of Amendment.

The Company’s new website is www.zonefrontier.com.

About CleanCore Solutions, Inc.

CleanCore Solutions, Inc. (NYSE American: ZONE) is helping to build the critical infrastructure that powers the AI economy. Through a growing pipeline of projects, the Company aims to help meet the increasing demand for compute capacity, power, and digital infrastructure required by the world’s leading AI companies. The Company expects to operate under the name Zone Frontier Inc. upon effectiveness of the name change.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the planned name change and the anticipated timing and effectiveness thereof, the Company’s expected continued listing and trading of its common stock on the NYSE American under the symbol “ZONE,” the Company’s business strategy and pipeline of projects, and the Company’s expected transition to an AI infrastructure business. Forward-looking statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “may,” “will,” “could,” “should,” “estimates,” “projects,” “potential,” “focused on,” “aims,” “expand,” “expected,” “look forward,” and similar expressions. These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to significant risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the risk that the name change does not become effective on the specified delayed effective date, including as a result of the Certificate of Amendment being abandoned, withdrawn, amended, or otherwise not given effect by the Nevada Secretary of State; the risk that the Company’s new name or trading symbol is not processed or recognized by the NYSE American, the Financial Industry Regulatory Authority, or other market participants on the anticipated timeline; the highly speculative and uncertain nature of the Company’s AI critical infrastructure business; the Company’s continued ability to successfully transition its business model from cleaning services; the Company’s lack of operating history in the data center or computing infrastructure industry; the Company’s limited experience in the data center and AI infrastructure industries; the Company’s ability to obtain project-level debt financing on acceptable terms or at all; the status of the Company’s operations, results of operations, growth strategy and liquidity; and general economic, financial, capital market and industry conditions.

For a more complete discussion of risks and uncertainties, please refer to the Company’s filings with the SEC, including the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. All forward-looking statements are qualified in their entirety by this cautionary statement.

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SOURCE CleanCore Solutions (NYSE AMERICAN: ZONE)

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FuelRod Brings Portable Power to the Players at the 2026 FedEx St. Jude Championship

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Wireless MAX10 selected for player gifting at the PGA TOUR’s FedEx Cup Playoffs event in Memphis.

MEMPHIS, Tenn., Aug. 14, 2026 /PRNewswire/ — FuelRod, the company behind the Nationwide Swappable Power Network, today announced that its Wireless MAX10 portable power kits have been selected as player gifts at the 2026 PGA FedEx St. Jude Championship at TPC Southwind in Memphis.

The FedEx St. Jude Championship brings many of the world’s top professional golfers to Memphis for the opening event of the PGA TOUR’s FedEx Cup Playoffs. For players who spend much of the year traveling from city to city, reliable portable power has become an essential part of staying connected on the road, and FuelRod built its Nationwide Swappable Power Network around that same need.

“Golf and travel go hand in hand, which makes the FedEx St. Jude Championship a natural fit for FuelRod,” said Joe Yeagley, Co-Founder and Chief Operating Officer of FuelRod. “FuelRod was founded on the idea that people shouldn’t have to worry about staying powered while on the move, and we’re excited to put MAX10 into the hands of players who spend so much of their lives traveling and introduce them to portable power designed to travel with them.”

FuelRod currently serves travelers and guests at more than 50 major U.S. airports, including Memphis International Airport, as well as major theme parks across the United States and other high-traffic destinations—providing convenient access to portable power at many of the places people travel and play.

The Wireless MAX10 extends that experience with 10,000mAh of portable power, wireless charging and dual USB-C ports in a compact design built for life on the go. Players receiving MAX10 during tournament week can take that power with them well beyond Memphis as they continue traveling throughout the season.

“I’ve experienced firsthand the convenience FuelRod provides, particularly while traveling,” said Jack Sammons, General Chairman of the FedEx St. Jude Championship. “Professional golfers spend a significant amount of time on the road, and we believe FuelRod will be a practical and valuable addition to this year’s player gifts—something they can continue to use throughout the season.”

The FedEx St. Jude Championship also represents something much larger than golf, bringing the sport’s top players to Memphis while supporting the lifesaving mission of St. Jude Children’s Research Hospital.

FuelRod continues to expand its Nationwide Swappable Power Network across major U.S. airports, theme parks, hotels, healthcare facilities, convention centers, entertainment venues and other high-traffic destinations, creating more places for customers to buy, swap and stay powered while on the go.

For more information about FuelRod or to find a FuelRod location, visit FuelRod.com.

About FuelRod

FuelRod is the company behind the Nationwide Swappable Power Network, providing consumers with convenient access to portable power through self-service kiosks across North America. It’s Swap & Go program allows customers to purchase or exchange FuelRods at participating locations, making it easy to stay powered while on the go.

About the FedEx St. Jude Championship

The FedEx St. Jude Championship is the opening event of the PGA TOUR’s FedEx Cup Playoffs and is played at TPC Southwind in Memphis, Tennessee. The tournament brings together the world’s leading professional golfers while supporting the lifesaving mission of St. Jude Children’s Research Hospital.

Media Contact:

Claudio Frescas

claudio@fuel-rod.com

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SOURCE FuelRod

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Real and RE/MAX Holdings Securityholders Approve Proposed Combination

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Securityholder approval moves Real and RE/MAX Holdings closer to creating Real REMAX Group, a leading technology-enabled global real estate platform built on decades of trust and innovation

MIAMI and DENVER, Aug. 14, 2026 /PRNewswire/ — The Real Brokerage Inc. (NASDAQ: REAX) (“Real”), a leading technology-powered real estate brokerage, and RE/MAX Holdings, Inc. (NYSE: RMAX) (“RE/MAX Holdings”), the parent company of RE/MAX, LLC (“REMAX”), one of the world’s leading franchisors of real estate brokerage services, announced that securityholders of both companies approved Real’s proposed acquisition of RE/MAX Holdings at their respective special meetings of securityholders held today.

Upon closing, the combined company will operate as Real REMAX Group, a holding company that brings together Real’s technology-powered brokerage platform and entrepreneurial community with REMAX’s iconic global brand and franchise network.

“We’re grateful for the strong support from securityholders of both companies, and appreciate the confidence this signals in our vision for a more connected, innovative real estate ecosystem,” said Tamir Poleg, Chairman and Chief Executive Officer of Real. “Together, through Real REMAX Group, we’ll have the scale, talent and resources to invest more, build faster and create even greater value for the more than 180,000 real estate professionals who choose our brands, and for the clients they serve.”

Erik Carlson, Chief Executive Officer of RE/MAX Holdings, added, “Today’s vote is an important milestone for REMAX franchise owners and the broader REMAX network. This combination provides the opportunity to strengthen the value for Broker/Owners and their agents while preserving the entrepreneurial culture, local leadership and trusted REMAX brand that have fueled success for more than 50 years.”

The special resolution approving the previously announced arrangement was approved by approximately (i) 99.0% of the votes cast by Real shareholders, and (ii) 98.9% of the votes cast by Real shareholders, optionholders and restricted share unit holders, voting together as a single class. Holders of approximately 78.8% of the voting power of RE/MAX Holdings common stock voted to approve the acquisition. Details of the votes will be available in Real’s Form 6-K and RE/MAX Holdings’ Form 8-K filings, each of which will be filed with the SEC, and Real’s report of voting results which will be filed on SEDAR+. 

The transaction remains subject to the satisfaction of specified closing conditions, including obtaining the final order of the Supreme Court of British Columbia approving the arrangement aspects of the transaction. The parties expect the transaction to close shortly after satisfaction of all closing conditions, which is expected to take place in the next couple of weeks.

Upon closing, Real REMAX Group will support more than 180,000 real estate professionals across more than 120 countries and territories. With approximately $2.3 billion in pro forma 2025 revenue and $157 million in Adjusted EBITDA before synergies, the combined company will have the scale and financial strength to invest in technology, AI, education and innovation while continuing to support the distinct brands, business models and communities that have made Real and RE/MAX Holdings leaders in real estate.

About Real
Real (NASDAQ: REAX) is a real estate experience company working to make life’s most complex transaction simpler. The fast-growing company combines essential real estate, mortgage and closing services with powerful technology to deliver a single seamless end-to-end consumer experience, guided by trusted agents. With a presence in all 50 U.S. states and across Canada, Real supports over 36,000 agents who use its digital brokerage platform and tight-knit professional community to power their own forward-thinking businesses.

About RE/MAX Holdings, Inc.
RE/MAX Holdings, Inc. (NYSE: RMAX) is one of the world’s leading franchisors in the real estate industry, franchising real estate brokerages globally under the REMAX® brand, and mortgage brokerages within the U.S. under the Motto® Mortgage brand. REMAX was founded in 1973 by Dave and Gail Liniger, with an innovative, entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Now with more than 145,000 agents in nearly 8,500 offices and a presence in more than 120 countries and territories, nobody in the world sells more real estate than REMAX, as measured by total residential transaction sides. Dedicated to innovation and change in the real estate industry, RE/MAX Holdings launched Motto Franchising, LLC, a ground-breaking mortgage brokerage franchisor, in 2016. Motto Mortgage, the first and only national mortgage brokerage franchise brand in the U.S., has offices across more than 40 states.

Forward-Looking Statements
This press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable United States and Canadian securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements/forward-looking information include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “potential”, “project”, and similar expressions or future or conditional verbs such as “could”, “may”, “should”, “will” and “would”. Such forward-looking statements/forward-looking information include, but are not limited to, statements regarding the anticipated benefits of the proposed transaction; the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, including the expected leverage of the combined company and the amount and timing of synergies from the proposed transaction; the completion of the proposed transaction and the expected timeline; and the ability to satisfy all closing conditions, including the receipt of required approvals for the proposed transaction. These statements inherently involve numerous risks, uncertainties, and assumptions that could cause actual results to differ materially from those projected in these statements, including statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking statement, Real or RE/MAX Holdings express an expectation or belief as to future results or events, it is based on Real and/or RE/MAX Holdings’ current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, neither Real nor RE/MAX Holdings can give any assurance that any such expectation or belief as to future results will be achieved or accomplished. Significant risk factors that may cause such a difference include, but are not limited to, Real’s and RE/MAX Holdings’ ability to consummate the proposed transaction on the expected timeline or at all; Real’s and RE/MAX Holdings’ ability to obtain the remaining necessary regulatory approvals, including the final order of the Supreme Court of British Columbia, in a timely manner and the risk that such approvals are not obtained or are obtained subject to conditions that are not anticipated; the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction may not otherwise occur; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in circumstances requiring Real or RE/MAX Holdings to pay a termination fee; the diversion of management time on transaction-related issues; risks related to disruption from the proposed transaction, including disruption of management time from current plans and ongoing business operations due to the proposed transaction and integration matters; the risk that the proposed transaction and its announcement could have an adverse effect on Real’s and RE/MAX Holdings’ ability to retain agents, franchisees and personnel or that there could be potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; potential litigation relating to the proposed transaction that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the ability of the combined company to achieve the synergies and other anticipated benefits expected from the proposed transaction or such synergies and other anticipated benefits taking longer to realize than anticipated; the ability of the combined company to achieve the expected leverage or such leverage taking longer to realize than anticipated; Real’s ability to integrate RE/MAX Holdings promptly and effectively; anticipated tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects and business and management strategies for the management, expansion and growth of the combined company’s operations; certain restrictions during the pendency of the proposed transaction that may impact Real’s or RE/MAX Holdings’ ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective businesses; slowdowns in real estate markets, economic and industry downturns, Real’s ability to attract new agents and retain current agents, Real’s inability to successfully launch new products and features; Real’s inability to scale while improving operating leverage, or inability to successfully execute its strategies, including its strategy related to HeyLeo; possible unfavorable results in legal proceedings; changes in laws, regulations or the regulatory environment affecting our business; disruption to our technology or cybersecurity incidents; and other risk factors detailed from time to time in Real’s and RE/MAX Holdings’ reports filed with the SEC, including Real’s annual report on Form 40-F, reports on Form 6-K and other documents filed with the SEC, and RE/MAX Holdings’ annual report on Form 10-K, quarterly reports on Form 10-Q, reports on Form 8-K and other documents filed with the SEC, copies of which are available at www.sec.gov, and Real’s reports filed with Canadian securities regulators, including Real’s audited annual financial statements and annual management’s discussion and analysis for the financial year ended December 31, 2025, Annual Information Form dated March 4, 2026 and quarterly financial statements and quarterly management’s discussion and analysis for the period ended June 30, 2026, copies of which are available under Real’s SEDAR+ profile at www.sedarplus.ca, as well as documents that have been or will be filed, as applicable, with the SEC and Canadian securities regulators in connection with the proposed transaction.

These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus and management information circular of Real and RE/MAX Holdings dated July 9, 2026, as supplemented on August 6, 2026 (together the “Circular”) and registration statement on Form S-4 filed with the SEC on June 12, 2026, as amended on July 7, 2026 (File No. 333-296768) (the “Registration Statement”) that have been filed with the SEC and with the Canadian securities regulators, as applicable, in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the Circular and in the Registration Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements/forward-looking information. You should not place undue reliance on any of these forward-looking statements/forward-looking information as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Real’s or RE/MAX Holdings’ actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Real or RE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking information contained in this press release. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions or updates to any forward-looking statements/forward-looking information, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this press release nor the continued availability of this press release in archive form on Real’s or RE/MAX Holdings’ website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

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SOURCE RE/MAX Holdings, Inc.

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