UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

 

 

 

FORM6-K

 

 

 

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

OFTHE SECURITIES EXCHANGE ACT OF 1934

 

Forthe month of August 2025

 

CommissionFile Number: 001-40442

 

 

 

THEREAL BROKERAGE INC.

(Registrant)

 

 

 

701Brickell Avenue, 17th Floor

Miami,Florida, 33133 USA

(Addressof Principal Executive Offices)

 

 

 

Indicateby check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form20-F ☐ Form 40-F ☒

 

Indicateby check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicateby check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 
 

 

INFORMATIONCONTAINED IN THIS FORM 6-K REPORT

 

ExplanatoryNote

 

Exhibits99.1, 99.2, 99.3, and 99.4 included with this Report on Form 6-K are hereby incorporated by reference into the Company’s RegistrationStatement on Form F-3 (Reg. No. 333-282687) and Registration Statements on Form S-8 (Reg. Nos. 333-262142 and 333-269982 and 333-287690),including the prospectuses contained therein and shall be deemed to be a part thereof from the date on which this Report on Form 6-Kis furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 
 

 

SIGNATURES

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

  THE REAL BROKERAGE INC.
  (Registrant)
   
Date August 7, 2025 By

/s/ Alexandra Lumpkin

    Alexandra Lumpkin
    Chief Legal Officer

 

 
 

 

EXHIBITINDEX

 

Exhibit

   Description of Exhibit
   
99.1    Management’s Discussion and Analysis for the period ended June 30, 2025
     
99.2   Unaudited Interim Condensed Consolidated Financial Statements for the period ended June 30, 2025
     
99.3   Certificate of Interim Filings CEO dated August 7, 2025
     
99.4   Certificate of Interim Filings CFO dated August 7, 2025
     
99.5   Press Release dated August 7, 2025 - The Real Brokerage Inc. Announces Second Quarter 2025 Financial Results

 

 

 

Exhibit99.1

 

 

 

 

 

THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

 

August7, 2025

 

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

 

Unlessotherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based on the FinancialStatements, 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.

 

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

 

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

 

Asa 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.

 

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THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

SECONDQUARTER FINANCIAL HIGHLIGHTS

 

●  The total value of completed real estate transactions reached $20.1 billion in the second quarter of 2025, an increase of 60% from $12.6 billion in the second quarter of 2024.
   
The total number of transactions closed was 49,282 in the second quarter of 2025, an increase of 62% from 30,367 in the second quarter of 2024.
   
The total number of agents on the platform increased to 28,034 at the end of the second quarter of 2025, an increase of 43% from the second quarter of 2024.
   
Revenue rose to $540.7 million for the three months ended June 30, 2025, an increase of 59% from $340.8 million for the three months ended June 30, 2024.
   
Gross profit reached $47.9 million for the three months ended June, 30 2025, an increase of 50% from $31.9 million for the three months ended June 30, 2024.
   
Operating expenses, which include General & Administrative, Marketing, and Research and Development expenses, totaled $46.2 million for the three months ended June 30, 2025, an increase of 42% from $32.5 million for the three months ended June 30, 2024.
   
Operating income was $1.7 million for the three months ended June 30, 2025, compared to an operating loss of $(0.6) million for the three months ended June 30, 2024.
   
Net income was $1.6 million for the three months ended June 30, 2025, compared to a net loss of $(1.1) million for the three months ended June 30, 2024.
   
As of June 30, 2025, cash and cash equivalents and investments totaled $54.8 million, compared to $32.8 million as of December 31, 2024.

 

CAUTIONREGARDING FORWARD-LOOKING INFORMATION

 

Someof 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-lookingstatements”). 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 statementswritten in the future tense. Forward-looking statements contained herein may include opinions or beliefs regarding market conditionsand 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, whilethey reflect our view of the industries and markets in which we are involved, they should not be viewed as reflecting verifiable viewsor 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;
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;

 

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MANAGEMENT'SDISCUSSION & ANALYSIS

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our expectations regarding the impact of our former CFO’s violation of Company policies;
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.

 

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

 

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 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;
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 results of the investigation into our former Chief Financial Officer’s violation of Company policies related to personal expenses, including the determination of the full amount at issue once the investigation has concluded, any impact to our financial statements and the determination of the effectiveness of our internal controls;
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 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.

 

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

 

Shouldone 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 containedin this MD&A. These factors should be carefully considered and readers are cautioned not to place undue reliance on forward-lookinginformation, which speaks only as of the date of this MD&A. All subsequent forward-looking information of the Company herein is expresslyqualified in its entirety by the cautionary statements contained in or referred to herein. The Company does not undertake any obligationto release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date ofthis MD&A or to reflect the occurrence of unanticipated events, except as may be required under applicable Canadian and United Statessecurities laws.

 

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MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

CORPORATEINFORMATION

 

TheReal Brokerage Inc. (formerly ADL Ventures 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 theissued and outstanding shares of Real Technology Broker Ltd., an Israel-based private corporation, and changed its name to The Real BrokerageInc.

 

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

 

Thecommon shares of the Company (“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. Real, a corporation existing under theBusiness Corporations Act (British Columbia), qualifies as a foreign private issuer in the United States for purposes of the SecuritiesExchange Act of 1934, as amended.

 

BUSINESSOVERVIEW AND STRATEGY

 

Realis a growing real estate technology company that operates across all 50 U.S. states, the District of Columbia, and four Canadian provinces.As a licensed real estate brokerage, the Company’s revenue is generated primarily by processing real estate transactions whichentitle 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 asa 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 leanoperating model. Our vision is to transform the home buying and selling experience by integrating technology, AI, and ancillary productsand services (including Mortgage brokerage, Title, and fintech products), into a seamless real estate ecosystem - while ensuring agentsremain at the center of the transaction.

 

Software-BasedBrokerage Model

 

Ourmodel is built on developing technology to enhance real estate agent performance, while maintaining a scalable, efficient brokerage operationthat does not rely on a cost-heavy brick and mortar presence in the markets we serve.

 

Webelieve we are differentiated by our ability to deliver a simpler, more enjoyable experience that aligns broker, agent, and consumerinterests and changes the entire process for the better. We believe we are well positioned to deliver on this promise, supported by ourecosystem which includes:

 

  Growth-minded agents who seek to improve the real estate industry through collaboration and innovation.
  Innovative technology that reduces friction and is designed to keep transactions seamless, transparent, and easily accessible.
  Integrated services that put the consumer first, including mortgage and title products that contribute to a seamless experience and offer consumers a better product and experience.

 

ProprietaryTechnology Platform

 

Technologyis the foundation of Real’s ability to scale efficiently while maintaining low overhead. At the core of our technology platformis reZEN, our proprietary transaction management and brokerage operations software. reZEN powers nearly every aspect of our brokerage,enabling efficiency, automation, and flexibility, by incorporating:

 

  End-to-End Transaction Management - Agents can process deals, manage commissions, and direct payments.
  Integrated Payment & Financial Services - Provides commission disbursement and access to financial tools.

 

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MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

  Leo CoPilot: AI-Powered Agent Support - reZEN powers Leo CoPilot, our AI-driven agent assistant, enhancing productivity and streamlining workflows. Leo acts as a 24/7 concierge to our agents and brokers throughout the United States and Canada, providing real-time insights about past and future transactions and key agent performance metrics. Real’s vision is to create an integrated home buying experience through the adoption of its consumer-facing product called Leo for Clients.
  Open API for Customization - Agents have the flexibility to integrate certain third-party tools.

 

Byautomating and centralizing key brokerage functions, reZEN enhances operational efficiency. It will also serve as the foundation forfuture innovations, including consumer-facing tools and ancillary services expansion. Within our platform, AI plays a critical role inagent support, enhancing agent productivity, and operational automation, and we believe our integration of AI is differentiated by itsfocus on real estate-specific applications, including intelligent transaction management, proactive agent assistance, and planned automatedbrokerage oversight.

 

AgentCompensation & Incentive Model

 

Real’sagent compensation model is designed to be more financially compelling than traditional brokerage structures, while offering agents higherearnings potential, passive income streams, and opportunities for equity ownership in the Company.

 

CommissionStructure

 

Asa licensed real estate brokerage, our primary revenue source is derived by processing real estate transactions which entitle us to commissions.We distribute a portion of this commission revenue to our agents and brokers, according to our commission structure. The key componentsof our commission structure include:

 

  85/15 Commission Split - Under this model, agents receive 85% of the commission generated from real estate transactions, with the remaining 15% allocated to Real.
  Annual Cap - Once an agent contributes $12,000 in the U.S. or $15,000 CAD (or other agreed amount) in commission splits to Real, that agent qualifies to receive 100% of their gross commission income per transaction for the remainder of their annual cycle. For Canadian agents, the annual cap increased from $12,000 CAD to $15,000 CAD (or other agreed amount) effective April 1, 2025 for new agents and on an agent’s first anniversary date occurring on or after May 1, 2025, for all existing agents.
  Transaction Fees - After an agent has reached the annual cap, the agent pays a fee of $285 per transaction in the U.S. and CAD $375 per transaction in Canada, in addition to a $40 fee (USD in U.S. and CAD in Canada) per transaction for compliance and broker review.

 

RevenueShare Model

 

Weoffer agents the opportunity to earn revenue share (the “Revenue Share”), paid out of the Company’s portionof commissions, for new, productive agents that they personally refer and who join our platform. Launched in November 2019, this programhas had a major impact on our agent count and revenue growth. The momentum across various markets is largely driven by the enthusiasmof key influential agents who have embraced us, actively bringing peers and others in their network to our growing community. In February2023, we expanded the program to allow new agents to select two sponsors that split 90% of the Revenue Share stream equally while payingthe remaining 10% back to the Company. In July 2024, we introduced a broker revenue share program under which brokers are eligible toearn 1% of the revenue share that is generated by transactions closed in their state.

 

AgentEquity Participation

 

Inan effort to incentivize and reward our agents, our agents have the opportunity to earn restricted share units (each an “RSU”)based on achievement of certain performance criteria. These RSUs typically vest over the course of three years into Common Shares directlylinking our agents’ success to the Company’s. Additionally, our Agent Stock Purchase Plan enables agents to buy RSUs witha portion of their commissions. These RSUs vest over a one year term and are not subject to forfeiture. Agents participating in the programare eligible to earn bonus RSUs, subject to certain vesting conditions. This equity incentive plan is part of our broader strategy tofoster a culture of ownership and alignment.

 

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MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

StrategicPriorities

 

ExpandingOur Agent Network and Market Presence

 

Akey driver of our growth is attracting top-performing real estate agents and teams by offering:

 

  A financially competitive commission model with Revenue Share and stock incentives.
  Technology tools, including reZEN and Leo CoPilot, that increase agent productivity.
  Freedom and flexibility to run their businesses their way, embracing an entrepreneurial mindset without the constraints of a traditional brokerage model.
  A collaborative culture where agents support and learn from each other, fostering a sense of community and shared success.

 

Realestate teams have a unique structure and are typically formed by a high producing agent who attracts other agents to work with them andenjoy the leadership and mentoring provided by the team leader. We have introduced programs specifically designed to attract and supportlarge real estate teams and independent brokerages, including:

 

  Private Label - Allows independent brokerages to retain their branding while benefiting from Real’s transaction management and back-office support.
  ProTeams - Gives team leaders flexibility to customize their team members’ caps, splits, and fee structures, making it easier for large groups to transition to Real.

 

Byremoving geographic limitations and offering a nationwide platform for team growth, we continue to see strong adoption across multipleU.S. and Canadian markets.

 

AncillaryServices: One Real Mortgage & One Real Title

 

Realis building a fully integrated real estate ecosystem through its mortgage and title services, which provide additional revenue opportunitiesbeyond brokerage commissions. We believe these services will allow Real to further monetize the significant volume of transactions flowingthrough its platform while offering agents and their clients access to essential real estate services under the same company umbrella.

 

OneReal Title

 

OneReal Title (“Real Title” or “Title”), which Real acquired in January 2022, through its affiliatedentities, offers title and escrow services in Washington D.C. and the following states: Arizona, California, Delaware, Florida, Georgia,Illinois, Maryland, Michigan, Minnesota, Nevada, New Jersey, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, Virginia,and Wisconsin. One Real Title operates through wholly-owned subsidiaries of Real, and through joint ventures in which Real is the managingmember and majority owner.

 

OneReal Mortgage

 

OneReal Mortgage (“Real Mortgage” or “Mortgage”), which Real acquired in December 2022, offers mortgagebroker services in Washington D.C. and the following states: Alabama, Arizona, California, Colorado, Delaware, Florida, Georgia, Louisiana,Maryland, Michigan, Minnesota, Mississippi, New Jersey, North Carolina, Ohio, Oregon, Pennsylvania, South Carolina, Texas and Washington.

 

Realviews these businesses as high-margin, adjacent services that complement our core brokerage operations. With thousands of transactionsflowing through our brokerage each year, mortgage and title represent natural opportunities to increase revenue and gross profit pertransaction while simplifying the experience for agents and their clients. While still in the early stages, we continue to evaluate opportunitiesto expand our ancillary services, leveraging the strength of our growing agent network to drive adoption and long-term revenue growth.

 

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MANAGEMENT'SDISCUSSION & ANALYSIS

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ExpandingAgent-Centric Financial Technology Products

 

Aspart of our ongoing strategy to create new benefits for agents while diversifying Company revenue, we have developed Real Wallet, a financialtechnology platform that centralizes an agent’s access to Company-branded financial products. In October 2024, we announced thelaunch of certain Real Wallet products, including:

 

  Business checking accounts for eligible U.S. agents with Thread Bank, Member FDIC, including a Company-branded debit card.
  Credit lines for eligible Canadian agents, based on their earnings history with Real.

 

Weexpect to continue working on developing an ecosystem of financial products for real estate agents, creating additional revenue streamsto monetize the significant gross market value transacted on our platform. These innovations are being designed to empower agents byhelping them build wealth within the Real ecosystem.

 

Realis a real estate technology company and is not a bank. Banking services are provided by Thread Bank, Member FDIC. The Real Wallet Visadebit card is issued by Thread Bank, Member FDIC, pursuant to a license from Visa U.S.A. Inc. and may be used anywhere Visa cards areaccepted. All accounts are subject to approval.

 

Transformingthe Consumer Experience

 

Aspart of our strategy to transform the home buying process under the guidance of an agent, we are developing Leo for Clients, a technologyproduct designed to streamline the home-buying process for consumers while increasing adoption of our high-margin ancillary services.Leo for Clients is a natural extension of our agent-facing technology platform, providing agents with another value-added service fortheir clients.

 

Expectedfeatures include:

 

  (i) Dedicated AI-enhanced phone lines for each agent;
  (ii) 24/7 access to property information;
  (iii) Scheduling for home tours and access to other real estate services via text message.

 

Testingof Leo for Clients began in the fourth quarter of 2024, with anticipated beta launch later in 2025. We believe this strategy can createa technology-enhanced experience for consumers, while delivering value to shareholders through better monetization of ancillary services.

 

Pioneeringthe Future of Real Estate Through Technology

 

Technologyis a core pillar of our strategy, and a key differentiator in the real estate industry. Our commitment to continuous innovation ensuresthat agents have best-in-class tools to increase productivity, streamline operations, and enhance the transaction experience.

 

Wehave built our business around a software-based, AI-enhanced brokerage model, and expect to continue investing in reZEN, Leo CoPilot,Leo for Clients, and Real Wallet, to drive agent success and operational efficiency. We believe these innovations position Real at theforefront of real estate technology, creating a scalable, cost-efficient, and differentiated platform that benefits agents, consumers,and shareholders alike.

 

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MANAGEMENT'SDISCUSSION & ANALYSIS

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PRESENTATIONOF FINANCIAL INFORMATION AND NON-GAAP MEASURES

 

Presentationof financial information

 

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

 

Non-GAAPmeasures

 

Inaddition to the reported GAAP measures, industry practice is to evaluate entities giving consideration to certain non-GAAP performancemeasures, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”) or adjusted earnings beforeinterest, taxes, depreciation and amortization (“Adjusted EBITDA”).

 

Managementbelieves that these measures are helpful to investors because they are measures that the Company uses to measure performance relativeto 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-GAAPmeasures may not be comparable to measures by other reporting issuers. In addition, Real’s method of calculating non-GAAP measuresmay differ from other reporting issuers, and accordingly, may not be comparable.

 

Earningsbefore Interest, Taxes, Depreciation and Amortization

 

EBITDAis used as an alternative to net income (loss) because it excludes major non-cash items such as interest, taxes, and amortization, whichmanagement 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 presentedunder the section “Discussion of Results from Operations” in this MD&A.

 

AdjustedEarnings before Interest, Taxes, Depreciation and Amortization

 

Managementbelieves that Adjusted EBITDA provides useful information about our financial performance and allows for greater transparency with respectto a key metric used by the Company for financial and operational decision-making. We believe that Adjusted EBITDA helps identify underlyingtrends 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 and stock option expenses provides a useful supplemental measure in evaluating the performanceof our operations and provides additional transparency into our results of operations.

 

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

 

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

 

KEYCOMPONENTS OF RESULTS FROM OPERATIONS

 

Fordetails on the key components of the results of operations, see “Key Components of Results from Operations” set out in ourmanagement’s discussion and analysis for the year ended December 31, 2024, available on SEDAR+ under the Company’s profileat www.sedarplus.com, as incorporated in our 2024 Form 40-F. There have been no material changes to our key components of results ofoperations for the three and six months ended June 30, 2025, as compared to those described in our management’s discussion andanalysis for the year ended December 31, 2024, as incorporated in our 2024 Form 40-F.

 

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THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

SUMMARYRESULTS FROM OPERATIONS

 

Thefollowing table sets forth our interim condensed consolidated statements of comprehensive income (loss) for the three and six monthsended June 30, 2025 and 2024 (in thousands):

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Revenues  $540,747   $340,778   $894,728   $541,521 
Cost of Sales   492,886    308,910    812,931    488,894 
Gross Profit  $47,861   $31,868   $81,797   $52,627 
                     
General and administrative expenses   18,900    14,015    36,416    26,151 
Marketing expenses   23,284    15,889    40,981    28,518 
Research and development expenses   3,993    2,608    7,925    5,070 
Settlement of litigation               9,250 
Operating Expenses  $46,177   $32,512   $85,322   $68,989 
Operating Income (Loss)  $1,684   $(644)  $(3,525)  $(16,362)
                     
Other income, net   166    57    288    230 
Finance expenses   (300)   (523)   (334)   (1,075)
Net Income (Loss)  $1,550   $(1,110)  $(3,571)  $(17,207)
Net income (loss) attributable to non-controlling interests   38    (105)   (116)   (105)
Net Income (Loss) Attributable to the Owners of the Company  $1,512   $(1,215)  $(3,455)  $(17,312)

Other comprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:

                    
Unrealized gain (loss) on investments in financial assets   (9)   51    3    94 
Foreign currency translation adjustment   (8)   376    (129)   495 
Total Comprehensive Income (Loss) Attributable to Owners of the Company  $1,495   $(788)  $(3,581)  $(16,723)
Total Comprehensive Income (Loss) Attributable to Non-Controlling Interest   38    105    (116)   105 
Total Comprehensive Income (Loss)  $1,533   $(683)  $(3,697)  $(16,618)
Earnings (Loss) per share                    
Basic earnings (loss) per share  $0.01   $(0.01)  $(0.02)  $(0.09)
Diluted earnings (loss) per share  $0.01   $(0.01)  $(0.02)  $(0.09)
Weighted-average shares, basic   214,787    189,046    213,738    186,568 
Weighted-average shares, diluted   233,366    189,046    213,738    186,568 

 

  i. Basic and diluted earnings (loss) per share are calculated based on weighted average of Common Shares outstanding during the period.

 

9

 

 

THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Thefollowing table sets forth our cost of sales and operating expenses for the three and six months ended June 30, 2025 and 2024 (inthousands):

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Cost of Sales  $492,886   $308,910   $812,931   $488,894 
                     
Operating Expenses                    
General and Administrative Expenses   18,900    14,015    36,416    26,151 
Salaries and Benefits   9,758    6,566    19,460    12,434 
Stock-Based Compensation for Employees   1,714    2,066    3,019    3,420 
Administrative Expenses   1,221    933    2,113    1,769 
Professional Fees   5,007    3,304    9,200    6,422 
Depreciation and Amortization Expense   398    340    777    666 
Other General and Administrative Expenses   802    806    1,847    1,440 
Marketing Expenses   23,284    15,889    40,981    28,518 
Salaries and Benefits   413    237    803    442 
Stock-Based Compensation for Employees   43    1    83    5 
Stock-Based Compensation for Agents   3,478    2,335    6,593    4,472 
Revenue Share   17,644    12,475    30,148    21,539 
Other Marketing and Advertising Cost   1,707    841    3,355    2,060 
Research and Development Expenses   3,993    2,608    7,925    5,070 
Salaries and Benefits   2,360    1,322    4,754    2,713 
Stock-Based Compensation for Employees   300    198    605    333 
Other Research and Development   1,333    1,088    2,567    2,024 
Settlement of Litigation   -    -    -    9,250 
Total Operating Expenses   46,177    32,512    85,322    68,989 
Total Cost of Sales and Operating Expenses  $539,063   $341,422   $898,253   $557,883 

 

DISCUSSIONOF RESULTS FROM OPERATIONS

 

Revenue

 

Revenuefor the three-month period ended June 30, 2025, increased 59% to $540.7 million, up from $340.8 million in the three-month period endedJune 30, 2024. For the six months ended June 30, 2025, total revenue grew to $894.7 million, compared to $541.5 million in the correspondingperiod of 2024. This substantial growth was primarily driven by an increase in the number of productive agents on our platform and correspondingincrease in the number of real estate transactions closed. Substantially all revenue is derived from commissions generated from the saleof real estate properties, supplemented by revenues relating to ancillary services. We continue to invest in our technology platformto provide agents with the tools to enhance productivity, which we expect will further contribute to increased transaction volume closedby our agents.

 

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THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Abreakdown in revenues (in thousands) generated during the period is included below:

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Main revenue streams                    
Commissions  $537,445   $338,574   $889,194   $537,826 
Title   1,346    1,255    2,376    2,050 
Mortgage Income   1,709    949    2,785    1,645 
Wallet   247        373     
Total Revenue  $540,747   $340,778   $894,728   $541,521 

 

Commissions

 

Commissionrevenue, our primary revenue stream, increased by 59% to $537.4 million for the three-month period ended June 30, 2025, up from $338.6million for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, commission revenue grew to $889.2million, up from $537.8 million for the six-month period ended June 30, 2024. The robust growth for both periods was driven by a highernumber of productive agents on our platform and increased overall transaction volume.

 

Title

 

Titlerevenue saw a modest increase to $1.35 million for the three-month period ended June 30, 2025, compared to $1.26 million for the three-monthperiod ended June 30, 2024. For the six-month period ended June 30, 2025, Title revenue increased to $2.4 million, up from $2.1 millionfor the six-month period ended June 30, 2024. This growth was primarily attributable to an increase the number of transactions closedon our platform.

 

MortgageIncome

 

MortgageIncome experienced strong growth, reaching $1.7 for the three-month period ended June 30, 2025, up 80% from $0.9 million for the three-monthperiod ended June 30, 2024. For the six-month period ended June 30, 2025, Mortgage Income increased to $2.8 million, up from $1.6 millionfor the six-month period ended June 30, 2024. These increases were largely driven by an increase in the number of mortgage loan officerson our platform and a corresponding rise in closed mortgage transactions.

 

Wallet

 

Walletrevenue for the three-month and six-month period ended June 30, 2025 totaled $0.2 million and $0.4 million, respectively. There was noWallet revenue in the comparable 2024 periods, as the product was introduced in the fourth quarter of 2024. Revenue is derived from interchangefees from agents’ use of Real-branded debit cards, interest income on deposit balances held with Thread Bank, Member FDIC, andinterest income from credit extended to agents.

 

Costof Sales

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Revenues  $540,747   $340,778   $894,728   $541,521 
Cost of Sales   492,886    308,910    812,931    488,894 
Cost of Sales as a Percentage of Revenues   91.1%   90.6%   90.9%   90.3%

 

Costof Sales for the three-month period ended June 30, 2025 increased to $492.9 million, from $308.9 million for the three-month period endedJune 30, 2024. For the six-month period ended June 30, 2025, Cost of Sales totaled $812.9 million, compared to $488.9 million for thesix-month period ended June 30, 2024. The increase in both periods primarily reflects increased commission payments, driven by growthin our agent base and increased transaction volume.

 

Asa percentage of revenue, Cost of Sales increased slightly to 91.1% for the three-month period ended June 30, 2025, compared to 90.6%for the same period in 2024. For the six-month period ended June 30, 2025, Cost of Sales was 90.9%, a slight increase from 90.3% forthe six-month period ended June 30, 2024. The increase primarily reflects a higher proportion of revenue generated by agents had reachedtheir annual commission cap, as well as a relative decrease in contribution from higher-margin ancillary services.

 

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THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

GrossProfit

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Gross Profit  $47,861   $31,868   $81,797   $52,627 
Gross Profit as a Percentage of Revenues   8.9%   9.4%   9.1%   9.7%

 

Grossprofit for the three-month period ended June 30, 2025, grew to $47.9 million, up from $31.9 million for the three months ended June 30,2024. For the six-month period ended June 30, 2025, Gross profit increased to $81.8 million, from $52.6 million in the corresponding2024 period. This growth was largely driven by higher transaction volume, growth in our agent base, and increased contribution from ancillaryservices such as Real Title and Mortgage Brokerage.

 

However,gross profit as a percentage of revenues decreased to 8.9% for the three months ended June 30, 2025, compared to 9.4% in the prior yearperiod. Similarly, for the six-month period ended June 30, 2025, gross profit as a percentage of revenues was 9.1%, down from 9.7% inthe corresponding 2024 period. This decrease in gross margin, and the slower pace of gross profit increase relative to revenue, was primarilydue to a higher proportion of revenue generated by agents who had reached their annual commission cap, as well as a relative decreasein contribution from higher-margin ancillary services.

 

General& Administrative Expenses (“G&A”)

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Salaries and Benefits  $9,758   $6,566   $19,460   $12,434 
Stock-Based Compensation for Employees   1,714    2,066    3,019    3,420 
Administrative Expenses   1,221    933    2,113    1,769 
Professional Fees   5,007    3,304    9,200    6,422 
Depreciation and Amortization Expense   398    340    777    666 
Other General and Administrative Expenses   802    806    1,847    1,440 
General and Administrative Expenses  $18,900   $14,015   $36,416   $26,151 

 

General& Administrative (G&A) expenses for the three-month period ended June 30, 2025 increased to $18.9 million, up from $14.0 millionfor the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, G&A expenses rose to $36.4 million,up from $26.2 million for the six-month period ended June 30, 2024. This increase across both periods primarily reflects our strategicinvestments in corporate infrastructure and personnel to support our growth and operations.

 

Keycomponents contributing to the G&A increase include:

 

  Salaries and Benefits: Salaries and Benefits represent the largest component of G&A expenses. For the three-month period ended June 30, 2025 Salaries and Benefits expense increased to $9.8 million, from $6.6 million for the three-month period ended June 30, 2024, and for the six-month period increased to $19.5 million from $12.4 million. The increase reflects investments in corporate personnel who support operations, administrative functions, and overall business growth.
     
  Professional Fees: Professional fees increased to $5.0 million for the three-month period ended June 30, 2025, from $3.3 million for the three-month period ended June 30, 2024 and to $9.2 million for the six-month period ended June 30, 2025, from $6.4 million for the six-month period ended June 30, 2024. This was primarily due to higher broker consulting fees, increased audit and tax compliance costs, and higher legal expenses.
     
  Stock-based Compensation: Within G&A, stock-based compensation expenses decreased to $1.7 million for the three-month period ended June 30, 2025, (from $2.1 million), and to $3.0 million for the six-month period (from $3.4 million). This decrease resulted from adjustments made for Restricted Stock Units (RSUs) with performance vesting conditions that are no longer expected to vest. This reduction was partially offset by overall headcount expansion and increased equity compensation for other employees.

 

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THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

MarketingExpenses

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Salaries and Benefits  $413   $237   $803   $442 
Stock-Based Compensation for Employees   43    1    83    5 
Stock-Based Compensation for Agents   3,478    2,335    6,593    4,472 
Revenue Share   17,644    12,475    30,148    21,539 
Other Marketing and Advertising Cost   1,707    841    3,355    2,060 
Marketing Expenses  $23,284   $15,889   $40,981   $28,518 

 

Marketingexpenses for the three-month period ended June 30, 2025 increased to $23.3 million, from $15.9 million for the three-month period endedJune 30, 2024. For the six-month period ended June 30, 2025, marketing expenses rose to $41.0 million from $28.5 million for the six-monthperiod ended June 30, 2024. This overall increase reflects our continued investment in agent attraction and support. Real prioritizesagent-driven growth over traditional marketing channels, with Revenue Share and equity incentives serving as the primary cost of acquisition.As the agent base continues to grow, these expenses are expected to scale accordingly.

 

Keycomponents contributing to the increase in marketing expenses include:

 

  Revenue Share: Revenue Share, the largest component of Marketing expense, rose to $17.6 million for the three-month period ended June 30, 2025, from $12.5 million for the three-month period ended June 30, 2024 and rose to $30.1 million for the six-month period ended June 30, 2025, from $21.5 million for the six-month period ended June 30, 2024. This growth is primarily tied to the increase in productive agents and their corresponding transaction volumes on our platform.
     
  Stock-based Compensation for Agents: Stock-based compensation for agents increased to $3.5 million (from $2.3 million) for the three-month period ended June 30, 2025 and to $6.6 million (from $4.5 million) for the six-month period. This increase was mainly driven by higher transaction growth and a greater number of RSUs awarded to agents for meeting production-based milestones, which are designed to attract and retain high-performing agents.

 

Researchand Development Expenses

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Salaries and Benefits  $2,360   $1,322   $4,754   $2,713 
Stock-Based Compensation for Employees   300    198    605    333 
Other Research and Development   1,333    1,088    2,567    2,024 
Research and Development Expenses  $3,993   $2,608   $7,925   $5,070 

 

Researchand development expenses for the three-month period ended June 30, 2025 were $4.0 million, compared to $2.6 million for the three-monthperiod ended June 30, 2024. For the six-month period ended June 30, 2025, R&D expenses were $7.9 million, compared to $5.1 millionfor the six-month period ended June 30, 2024. The increase was primarily driven by higher headcount to support ongoing investment inplatform enhancements, new product development, and technological innovation, including various AI initiatives.

 

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THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

OperatingIncome (Loss)

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Operating Income (Loss)  $1,684   $(644)  $(3,525)  $(16,362)
Operating Income (Loss) as a Percentage of Revenues   0.3%   0.2%   0.4%   3.0%

 

Forthe three-month period ended June 30, 2025, the Company generated Operating Income of $1.7 million, a significant improvement from anOperating Loss of $(0.6) million for the three-month period ended June 30, 2024. As a percentage of revenue, operating income for thethree-month period ended June 30, 2025 was 0.3%, compared to an operating loss of 0.2% for the three-month period ended June 30, 2024.

 

TheOperating Loss for the six-month period ended June 30, 2025, narrowed to $(3.5) million, an improvement from $(16.4) million for thesix-month period ended June 30, 2024. As a percentage of revenue, the operating loss for the six-month period ended June 30, 2025 was0.4%, a reduction from 3.0% for the six-month period ended June 30, 2024. This improvement in operating performance for both periodswas primarily driven by the overall revenue growth and expense management discussed in previous sections. Furthermore, the prior year’ssix-month results include a $9.25 million litigation settlement expense related to the resolution of the Umpa v. The National Associationof Realtors, et al. (the “Umpa Class Action”) lawsuit, which significantly impacted the prior year period’soperating loss.

 

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

 

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

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Net Income (Loss)  $1,550   $(1,110)  $(3,571)  $(17,207)
Add/(Deduct):                    
Depreciation and amortization   398    340    777    666 
EBITDA (i) (ii)  $1,948   $(770)  $(2,794)  $(16,541)

 

  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 section.
  ii. EBITDA is calculated on a trailing three-month basis. Refer to non-GAAP measures section of this MD&A for further details.

 

EBITDAfor the three-month period ended June 30, 2025, was $1.9 million, compared to $(0.8) million for the three-month period ended June 30,2024. For the six-month period ended June 30, 2025, EBITDA improved to $(2.8) million from $(16.5) million for the six-month period endedJune 30, 2024. This improvement aligns with the trends observed in operating income/loss, reflecting the Company’s revenue growthand expense management efforts. Consistent with operating income, the prior year’s six-month EBITDA was impacted by the $9.25 millionUmpa Class Action litigation settlement expense.

 

Adjustedearnings before interest, taxes, depreciation, and amortization (in thousands)

 

AdjustedEBITDA excludes stock-based compensation expense related to RSUs and options (“Options”) granted pursuant to our equityplans, including our Amended and Restated Omnibus Incentive Plan and our 2025 Stock Incentive Plan, finance expenses, depreciation andamortization expense, goodwill impairment, restructuring expenses, and expenses incurred as part of the settlement agreement to resolvethe Umpa Class Action. Stock-based compensation expense is influenced by factors such as the volume of awards granted and/or forfeitedduring the period, as well as changes in their fair value. Further details regarding our share-based payment arrangements are providedin Note 8 to our Financial Statements, Share-Based Payment arrangements.

 

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THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Net Income (Loss)  $1,550   $(1,110)  $(3,571)  $(17,207)
Add/(Deduct):                    
Finance expenses, net   300    899    334    1,570 
Depreciation and Amortization   398    340    777    666 
Stock-Based Compensation   17,795    13,536    30,502    22,380 
Restructuring Expenses   -    -    250    - 
Expenses related to Anti-Trust Litigation Settlement   -    369    27    10,226 
Adjusted EBITDA(i) (ii)   $20,043   $14,034   $28,319   $17,635 

 

  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 section.
  ii. Adjusted EBITDA is calculated on a trailing three-month basis. Refer to non-GAAP measures section of this MD&A for further details.

 

AdjustedEBITDA for the three-month period ended June 30, 2025, increased significantly to $20.0 million compared to $14.0 million for the three-monthperiod ended June 30, 2024. For the six-month period ended June 30, 2025, Adjusted EBITDA increased significantly to $28.3 million comparedto $17.6 million for the six-month period ended June 30, 2024.

 

Thegrowth in Adjusted EBITDA for both periods was largely driven by:

 

  Robust revenue growth, supported by a higher number of closed transactions and increased agent productivity.
  The exclusion of stock-based compensation expense, which amounted to $17.8 million for the three-month period ended June 30, 2025 (up from $13.5 million for the three-month period ended June 30, 2024), and $30.5 million, up for the six-month period ended June 30, 2025 (up from $22.4 million for the six-month period ended June 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 employees.

 

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THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Stock-BasedCompensation

 

Stock-basedcompensation expense for the three-month period ended June 30, 2025 was $17.8 million compared to $13.5 million for the three-month periodended June 30, 2024. Stock-based compensation expense for the six-month period ended June 30, 2025 was $30.5 million compared to $22.4million for the six-month period ended June 30, 2024. The increase for both periods is primarily attributable to higher participationin the Agent Stock Purchase Program, increased production-based incentives for agents, and higher equity compensation awarded to full-timeemployees (“FTEs”).

 

Stock-basedcompensation 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 compensationexpense in a given period may fluctuate due to changes in share price and the timing of new grants.

 

Thefollowing table is presented in thousands:

 

   For the Three Months Ended 
   June 30, 2025   June 30, 2024 
   Options
Expense
   RSU
Expense
   Total   Options
Expense
   RSU
Expense
   Total 
Cost of Sales – Agent Stock-Based Compensation  $-   $12,260   $12,260   $-   $8,936   $8,936 
Marketing Expenses – Agent Stock-Based Compensation   56    3,422    3,478    69    2,266    2,335 
Marketing Expenses – FTE Stock-Based Compensation   -    43    43    -    1    1 
Research and Development – FTE Stock-Based Compensation   2    298    300    8    190    198 
General and Administrative – FTE Stock-Based Compensation   209    1,505    1,714    461    1,605    2,066 
Total Stock-Based Compensation  $267   $17,528   $17,795   $538   $12,998   $13,536 

 

   For the Six Months Ended 
   June 30, 2025   June 30, 2024 
   Options
Expense
   RSU
Expense
   Total   Options
Expense
   RSU
Expense
   Total 
Cost of Sales – Agent Stock-Based Compensation  $-   $20,202   $20,202   $-   $14,150   $14,150 
Marketing Expenses – Agent Stock-Based Compensation   125    6,468    6,593    211    4,261    4,472 
Marketing Expenses – FTE Stock-Based Compensation   -    83    83    1    4    5 
Research and Development – FTE Stock-Based Compensation   3    602    605    15    318    333 
General and Administrative – FTE Stock-Based Compensation   462    2,557    3,019    1,065    2,355    3,420 
Total Stock-Based Compensation  $590   $29,912   $30,502   $1,292   $21,088   $22,380 

 

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THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

FinancialInstruments

 

Financialassets and financial liabilities are recognized on the Company’s consolidated balance sheets when Real becomes party to the contractualprovisions of the instrument.

 

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

 

Classificationand subsequent measurement

 

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

 

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

 

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

 

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

 

Financialassets – 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.

 

Financialliabilities – Classification, subsequent measurement and gains and losses

 

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

 

Derecognition

 

Financialassets

 

TheCompany applies a control-based model to determine derecognition and derecognizes assets when control is surrendered. Control of a financialasset is surrendered only if (1) the transferred asset is legally isolated from the transferor; (2) the transferee has the ability tofreely pledge or exchange the transferred financial asset (or third-party beneficial interest holders have the right to pledge or exchangethe 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 throughother rights.

 

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THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Offsetting

 

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

 

   As of June 30, 2025 
   Carrying Amount   Fair Value 
   Financial Assets at Amortized Cost   Other Financial Liabilities   Total   Level 1   Level 2   Level 3   Total 
Financial Assets Measured at Fair Value (FV)                                   
Investments in Financial Assets  $5,155   $-   $5,155   $5,158   $-   $-   $5,158 
Total Financial Assets Measured at Fair Value (FV)  $5,155   $-   $5,155   $5,158   $-   $-   $5,158 

 

18

 

 

THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

BUSINESSSEGMENT INFORMATION

 

TheCompany has determined that it operates as three reporting segments - North American Brokerage, One Real Title and One Real Mortgage,which comprise more than 90% of the Company’s total revenue and income (loss) from operations. The other segment, Real Wallet,is not considered a reporting segment as its revenue and net loss do not meet the quantitative threshold set for reporting segments.This segment is disclosed in the “Other Segments” category below. Further details regarding the Company’s operatingsegments are provided in Note 5 within the Financial Statements.

 

Afurther breakdown of the interim condensed consolidated statements of comprehensive income (loss) by business segment during the periodis included below (in thousands):

 

   Three Months Ended June 30, 2025 
  

North American

Brokerage

   One Real Title   One Real Mortgage   Other Segments   Total 
Revenues  $537,445   $1,346   $1,709   $247   $540,747 
Cost of Sales   491,737    216    900    33    492,886 
Gross Profit  $45,708   $1,130   $809   $214   $47,861 
                          
Operating Expenses(1)(2)   42,222    2,123    1,492    340    46,177 
Operating Income (Loss)  $3,486   $(993)  $(683)  $(126)  $1,684 
                          
Reconciliation of profit or (loss) (segment profit/(loss))                         
Other income, net                       166 
Finance expenses, net                       (300)
Net Income                      $1,550 

 

1Operatingexpenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.

2Operatingexpenses includes Revenue share expense of approximately $17,644 thousand and is recorded in the North American Brokerage segment.

 

   Six Months Ended June 30, 2025 
  

North American

Brokerage

   One Real Title   One Real Mortgage   Other Segments   Total 
Revenues  $889,194   $2,376   $2,785   $373   $894,728 
Cost of Sales   810,986    383    1,477    85    812,931 
Gross Profit  $78,208   $1,993   $1,308   $288   $81,797 
                          
Operating Expenses(1)(2)   77,623    4,411    2,792    496    85,322 
Operating Income (Loss)  $585   $(2,418)  $(1,484)  $(208)  $(3,525)
                          
Reconciliation of profit or (loss) (segment profit/(loss))                         
Other income, net                       288 
Finance expenses, net                       (334)
Net Loss                      $(3,571)

 

1Operatingexpenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.

2Operatingexpenses includes Revenue share expense of approximately $30,148 thousand and is recorded in the North American Brokerage segment.

 

19

 

 

THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

   For the Three Months Ended June 30, 2024 
  

North American

Brokerage

   One Real Title   One Real Mortgage   Total 
Revenues  $338,574   $1,255   $949   $340,778 
Cost of Sales   308,268    143    499    308,910 
Gross Profit  $30,306   $1,112   $450   $31,868 
                     
Operating Expenses(1)(2)   29,983    1,641    888    32,512 
Operating Income (Loss)  $323   $(529)  $(438)  $(644)
                     
Reconciliation of profit or (loss) (segment profit/(loss))                    
Other income, net                  57 
Finance expenses, net                  (523)
Net Loss                 $(1,110)

 

1Operatingexpenses includes General and administrative expenses, Marketing expenses, Research and development expenses, and Settlement of litigation.

2Operatingexpenses includes Revenue share expense of approximately $12,475 thousand and is recorded in the North American Brokerage segment.

 

   For the Six Months Ended June 30, 2024 
  

North American

Brokerage

   One Real Title   One Real Mortgage   Total 
Revenues  $537,826   $2,050   $1,645   $541,521 
Cost of Sales   487,736    285    873    488,894 
Gross Profit  $50,090   $1,765   $772   $52,627 
                     
Operating Expenses(1)(2)   64,404    2,892    1,693    68,989 
Operating Loss  $(14,314)  $(1,127)  $(921)  $(16,362)
                     
Reconciliation of profit or (loss) (segment profit/(loss))                    
Other income, net                  230 
Finance expenses, net                  (1,075)
Net Loss                 $(17,207)

 

1Operatingexpenses includes General and administrative expenses, Marketing expenses, Research and development expenses, and Settlement of litigation.

2Operatingexpenses includes Revenue share expense of approximately $21,539 thousand and is recorded in the North American Brokerage segment.

 

20

 

 

THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Areconciliation of Net Income (Loss) to Adjusted EBITDA by business segment is presented below (in thousands):

 

   Three Months Ended June 30, 2025 
   North American Brokerage   One Real Title   One Real Mortgage   Other Segments   Total 
Net Income (Loss)  $3,297   $(989)  $(682)  $(76)  $1,550 
Add/(Deduct):                         
Finance income (expenses), net   298    (4)   -    6    300 
Depreciation and Amortization   204    168    26    -    398 
Stock-Based Compensation   17,532    8    233    21    17,794 
Adjusted EBITDA  $21,331   $(817)  $(423)  $(49)  $20,042 

 

   Six Months Ended June 30, 2025 
   North American Brokerage   One Real Title   One Real Mortgage   Other Segments   Total 
Net Income (Loss)  $507   $(2,435)  $(1,484)  $(159)  $(3,571)
Add/(Deduct):                         
Finance income (expenses), net   308    17    -    9    334 
Depreciation and Amortization   388    336    53    -    777 
Stock-Based Compensation   30,017    4    458    22    30,501 
Restructuring Expenses   -    250    -    -    250 
Expenses related to Anti-Trust Litigation Settlement   27    -    -    -    27 
Adjusted EBITDA  $31,247   $(1,828)  $(973)  $(128)  $28,318 

 

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

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
United States  $480,678   $296,261   $801,170   $472,750 
Canada   60,069    44,517    93,558    68,771 
Total revenue by region  $540,747   $340,778   $894,728   $541,521 

 

LIQUIDITYAND CAPITAL RESOURCES

 

Asof June 30, 2025, cash and cash equivalents and investments totaled $54.8 million, compared to $32.8 million as of December 31, 2024.Cash is comprised of cash held in our banking accounts and money market funds.

 

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

 

Forthe six-month period ended June 30, 2025:

 

  Cash flows generated by operating activities were $57.0 million, an increase from $37.5 million for the period ended June 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 income and expense items such as depreciation and amortization, equity-settled share-based payments and finance costs of $7.5 million.
  Cash flows generated by investing activities were $1.5 million, primarily due to the net sale of financial assets of $4.3 million. The increase was partially offset by the purchase of an investment in equity securities for $2.25 million.
  Cash flows from financing activities represented a use of $10.0 million. Cash flow used in financing activities reflects repurchases of Common Shares for satisfying RSU obligations totaling $8.8 million, which was partially offset by proceeds of $0.7 million from the exercise of Options.

 

21

 

 

THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

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

 

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

 

Thefollowing table presents liquidity (in thousands):

 

   As of 
   June 30, 2025   December 31, 2024 
Cash and Cash Equivalents  $49,614   $23,376 
Investment in Financial Assets [iii]   5,158    9,449 
Total Capital [i] [ii]  $54,772   $32,825 

 

[i]– Total Capital is not a standard financial measure under non-GAAP and may not be comparable to similar

measuresreported by other entities.

 

[ii]– 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.

 

[iii]– Investment securities are presented in the table below.

 

Ourprimary sources of liquidity are cash and cash flows from operations as well as cash raised from investors in exchange for issuance ofCommon Shares. The Company expects to meet all of its obligations and other commitments as they become due. The Company has various financingsources to fund operations and will continue to fund working capital needs through these sources along with cash flows generated fromoperating activities.

 

22

 

 

THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

BalanceSheet overview (in thousands)

 

   As of 
   June 30, 2025   December 31, 2024 
ASSETS          
Current Assets  $129,590   $72,911 
Non-Current Assets   19,843    13,684 
TOTAL ASSETS  $149,433   $86,595 
           
LIABILITIES          
Current Liabilities   100,464    54,452 
TOTAL LIABILITIES   100,464    54,452 
TOTAL EQUITY   48,969    32,143 
TOTAL LIABILITIES AND EQUITY  $149,433   $86,595 

 

Assetsoverview by geographical segment (in thousands)

 

   As of June 30, 2025 
   Canada   Israel   India   United States   Total 
ASSETS                         
CURRENT ASSETS                         
Cash and cash equivalents  $3,844   $32   $41   $45,697   $49,614 
Restricted cash   33,122    -    -    13,180    46,302 
Investment in financial assets   78    -    -    5,080    5,158 
Trade receivables   8,179    -    -    18,642    26,821 
Other receivables   -    51    -    -    51 
Short-term financing receivables, net   -    -    -    72    72 
Prepaid expenses and deposits   62    -    133    1,377    1,572 
TOTAL CURRENT ASSETS  $45,285   $83   $174   $84,048   $129,590 
NON-CURRENT ASSETS                         
Intangible assets   -    -    -    2,130    2,130 
Goodwill   -    -    -    8,993    8,993 
Property and equipment   13    11    126    2,174    2,324 
Long-term financing receivables, net   2,834    -    -    1,312    4,146 
Long-term investments   -    -    -    2,250    2,250 
TOTAL NON-CURRENT ASSETS   2,847    11    126    16,859    19,843 
TOTAL ASSETS  $48,132   $94   $300   $100,907   $149,433 

 

23

 

 

THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

   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 

 

INVESTMENTIN AVAILABLE FOR SALE SECURITIES AT FAIR VALUE

 

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

 

TheCompany’s investment securities portfolio consists primarily of cash investments, debt securities issued by U.S government agencies,local municipalities, and certain corporate entities. As of June 30, 2025, the total investment in securities available for sale at fairvalue was $5.2 million and is more fully disclosed in Note 9 of the Financial Statements, Investment Securities Available forSale Securities at Fair Value, of the Financial Statements.

 

Thefollowing 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

Gains

  

Estimated Fair Value

June 30, 2025

 
Fixed Income  $9,370   $(4,523)  $222   $3   $5,072 
Investment Certificate   79    7    -    -    86 
Total  $9,449   $(4,516)  $222   $3   $5,158 

 

TheCompany holds no debt obligations.

 

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

 

Capitalmanagement framework

 

Realdefines 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 levelof capital that funds the operations and business strategies and builds long-term shareholder value.

 

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

 

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

 

24

 

 

THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

SUMMARYOF QUARTERLY INFORMATION

 

Thefollowing table provides selected quarterly financial information (in thousands, except per share data) for the nine most recently completedfinancial quarters ended June 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 financialresults are not necessarily meaningful and should not be relied upon as an indication of future performance. The general increase inrevenue and expense quarter over quarter is due to growth and expansion of the Company.

 

   2025   2024   2023 
   Q2   Q1   Q4   Q3   Q2   Q1   Q4   Q3   Q2 
Revenue  $540,747   $353,981   $350,630   $372,488   $340,778   $200,743   $181,341   $214,640   $185,332 
Cost of Sales   492,886    320,045    320,645    340,359    308,910    179,984    165,810    195,865    167,573 
Gross Profit  $47,861   $33,936   $29,985   $32,129   $31,868   $20,759   $15,531   $18,775   $17,759 
General and Administrative Expenses   18,900    17,516    18,632    16,301    14,015    12,136    15,387    9,234    9,654 
Marketing Expenses   23,284    17,697    13,698    15,261    15,889    12,629    9,084    11,577    10,266 
Research and Development Expenses   3,993    3,932    4,042    3,045    2,608    2,462    2,325    1,931    1,579 
Settlement of Litigation   -    -    -    -    -    9,250    -    -    - 
Operating Expenses  $46,177   $39,145   $36,372   $34,607   $32,512   $36,477   $26,796   $22,742   $21,499 
Operating Income (Loss)  $1,684   $(5,209)  $(6,386)  $(2,478)  $(644)  $(15,718)  $(11,265)  $(3,967)  $(3,740)
Other income (expenses), net   166    122    (115)   (151)   (57)   (173)   693    (38)   (40)
Finance Income (Expenses), net   (300)   34    434    214    523    552    32    10    272 
Income (Loss) Before Tax  $1,550   $(5,121)  $(6,705)  $(2,541)  $(1,110)  $(16,097)  $(11,990)  $(3,939)  $(3,972)
Non-controlling interest   38    154    62    (45)   (105)   -    26    (85)   (146)
Income (Loss) Attributable to the Owners of the Company  $1,512   $(4,967)  $(6,643)  $(2,586)  $(1,215)  $(16,097)  $(11,964)  $(4,024)  $(4,118)
Other Comprehensive Incomes (loss):                                             
Unrealized Gains (Losses) on Available for Sale Investment Portfolio   (9)   12    (16)   3    51    43    116    79    42 
Foreign Currency Translation Adjustment   (8)   (121)   529    (230)   376    119    (38)   (52)   (85)
Comprehensive Income (Loss)  $1,495   $(5,076)  $(6,130)  $(2,813)  $(788)  $(15,935)  $(11,886)  $(3,997)  $(4,161)
Adjusted EBITDA Reconciliation:                                             
Net Income (Loss)  $1,550   $(5,121)  $(6,705)  $(2,541)  $(1,110)  $(16,097)  $(11,990)  $(3,939)  $(3,972)
Finance Costs   300    34    169    (16)   899    671    (6)   (42)   187 
Depreciation and Amortization   398    379    372    358    340    326    298    277    284 
Stock-Based Compensation   17,795    12,707    15,119    15,417    13,536    8,844    19,423    7,144    6,075 
Goodwill Impairment   -    -    -    -    -    -    723    -    - 
Restructuring Expense   -    250    -    -    -    -    58    80    44 
Expenses related to Anti-Trust Litigation Settlement   -    27    118    33    369    9,857    -    -    - 
Adjusted EBITDA  $20,043   $8,276   $9,073   $13,251   $14,034   $3,601   $8,506   $3,520   $2,618 
Earnings per Share                                             
Basic Earnings (Loss) per Share  $0.007   $(0.024)  $(0.033)  $(0.013)  $(0.006)  $(0.087)  $(0.066)  $(0.022)  $(0.023)
Diluted Earnings (Loss) per Share   0.007    (0.024)   (0.033)   (0.013)   (0.006)   (0.087)   (0.066)   (0.022)   (0.023)

 

25

 

 

THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

QUARTERLYREVENUE PERFORMANCE BY CATEGORY

 

Year-over-yearquarterly revenue growth (in thousands)

 

   2025   2024   2023 
   Q2   Q1   Q4   Q3   Q2   Q1   Q4   Q3   Q2 
Revenue                                             
Commissions  $537,445  $351,749  $348,083   $369,890   $338,574   $199,252   $180,417  $213,319   $184,022 
Commissions – YoY QTR   59%   77%   93%   73%   84%   86%   89%   92%   65%
Title Revenue   1,346    1,030    1,338    1,400    1,255    795    480    964    948 
Title Revenue – YoY QTR   7%   30%   179%   45%   32%   33%   1%   99%   87%
Mortgage Revenue   1,709    1,076    1,167    1,198    949    696    444    357    362 
Mortgage Revenue – YoY QTR   80%   55%   163%   236%   162%   427%   2,237%    -%     -% 
Wallet Revenue   247    126    42                         
Wallet Revenue - YoY QTR    -%     -%     -%     -%     -%     -%     -%     -%     -% 
Total Revenue  $540,747   $353,981   $350,630   $372,488   $340,778   $200,743   $181,341  $214,640   $185,332 
Total Revenue – YoY QTR   59%   76%   93%   74%   84%   86%   89%   92%   65%

 

26

 

 

THE REAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

QUARTERLYKEY PERFORMANCE METRICS

 

TheCompany uses the results of our operations and key performance metrics related to our business and the real estate industry to evaluateperformance, make strategic decisions, and allocate resources. The below table shows certain key performance metrics the Company periodicallyreviews to measure performance:

 

   2025   2024   2023 
Key Performance Metrics   Q2    Q1    Q4    Q3    Q2    Q1    Q4    Q3    Q2 
Closed Transaction Sides1   49,282    33,617    35,370    35,832    30,367    19,032    17,749    20,397    17,537 
Total Value of Home Side Transactions ($, billions)2   20.1    13.5    14.6    14.4    12.6    7.5    6.8    8.1    7.0 
Median Home Sale Price ($, thousands)3   387    380    380    383    384    372    355    370    369 
                                              
Total Agents4   28,034    26,870    24,140    21,770    19,540    16,680    13,650    12,175    11,500 
Agent Churn Rate (%)5   9.4    8.7    6.8    7.3    7.5    7.9    6.2    10.8    6.5 
Revenue Churn Rate (%)6   1.9    2.5    1.8    2.0    1.6    1.9    4.9    4.5    3.8 
                                              
Full-Time Employees7   429    410    264    240    231    151    159    162    145 
Full-Time Employees, Excluding Real Title and One Real Mortgage8   324    307    178    155    142    117    118    120    102 
Headcount Efficiency Ratio9   1:87    1:88    1:136    1:140    1:138    1:143    1:116    1:101    1:113 
Revenue Per Full-Time Employee ($, thousands)10   1,669    1,153    1,970    2,403    2,400    1,716    1,537    1,789    1,817 
Operating Expense Excluding Revenue Share ($, thousands)11   28,533    26,641    26,835    22,956    20,037    27,413    19,956    14,796    13,815 
Operating Expense Per Transaction Excluding Revenue Share ($)12   579    792    759    641    660    1,440    1,124    725    788 

 

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

2Represents the dollar amount (in USD) of home side transactions closed by our agent base during the period.

3Represents the median price (in USD) of homes sold by our agent base during the period.

4Defined as our agent base at period end.

5Represents the rate at which agents churn. Calculated as the number of agents churned during the period divided by our total agentbase at the beginning of the period.

6Represents a supplementary financial measure calculated as the rate of commission revenue generated by churned agents. Calculatedas commission revenue from churned agents during the last six months divided by total Company commissions revenue for the last six months.

7Total Company headcount at period end.

8Total Company headcount at period end, less Title and Mortgage employees.

9Defined as the ratio of full-time brokerage employees (excluding One Real Title and One Real Mortgage employees) to the number of agentson our platform.

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

11A supplementary financial measure calculated as total operating expenses per the Company’s statement of comprehensive loss,less revenue share disclosed in the Company’s expense by nature footnote disclosure in the Financial Statements.

12A supplementary financial measure calculated as operating expense excluding revenue share, divided by closed transaction sides.

 

27

 

 

THE REAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Wetrack these key performance indicators to assess business growth, agent and transaction trends, operational efficiency, and financialdiscipline. 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 evaluateagent network expansion, retention, and the stability of our revenue base.

 

Operationalefficiency is measured through full-time employees, headcount efficiency ratio, and revenue per full-time employee, which reflect scalabilityand productivity relative to revenue growth. Operating expense excluding revenue share and operating expense per transaction excludingrevenue share provide a clearer view of cost management by isolating fixed and discretionary operating expenses from agent-driven revenueshare fluctuations.

 

Theincrease in full-time employees during 2025 was primarily attributable to the transition of 136 employees (122 excluding One Real Mortgageand Real Title employees) in India from contractor status to FTEs. This transition contributed to a decrease in the headcount efficiencyratio for the first half of 2025.

 

QUARTERLYTRENDS

 

QuarterlyRevenue and Gross Margin Trends

 

Ourrevenue has seen continued growth over the last eight quarters, driven in large part by the expansion of our operations, transactionvolume and our agent base.

 

Ourgross margin percentage has varied over the last eight quarters and is driven by transaction volume, contributions from our ancillaryservices, and the mix of agents that have hit their annual cap. We expect contributions to gross margin from our ancillary services togrow over time.

 

QuarterlyOperating Expense Trends

 

Overthe last eight quarters, operating expense has seen a relatively consistent increase as we continue to grow our headcount and supportour growing agent base. Expenses in Q1 2024 reflect the $9.25 million settlement reached to settle the Umpa class action lawsuit, asdescribed in footnote 15 of our Financial Statements.

 

SIGNIFICANTACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

 

Thepreparation 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 differfrom estimates under different assumptions and conditions.

 

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

 

DISCLOSURECONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Disclosurecontrols and procedures

 

TheCompany’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have designedcontrols 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 disclosedby 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.

 

Basedon the evaluations, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were adequate and effectiveas of June 30, 2025.

 

28

 

 

THE REAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

Internalcontrol over financial reporting

 

Ourmanagement is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Canada byNational Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, and in the UnitedStates by Rule 13a-15(e) under the Securities Exchange Act of 1934). Our internal control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statementsfor external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting maynot prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk thatcontrols may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures maydeteriorate.

 

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

 

Inherentlimitations

 

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

 

Changesin Internal Control over Financial Reporting

 

Therewere no changes in Internal Control over Financial Reporting during the period ended June 30, 2025 that have materially affected or arereasonably likely to materially affect the adequacy and effectiveness of the Company’s Internal Control over Financial Reporting.

 

Relatedparty transactions

 

Balancesand transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are notdisclosed 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 interim condensed consolidated financial statements).

 

RISKSAND UNCERTAINTIES

 

Thereare a number of risk factors that could cause future results to differ materially from those described herein. The risks and uncertaintiesare not the only ones the Company faces. Additional risks and uncertainties, including those that the Company does not know about asof the date of this MD&A, or that it currently deems immaterial, may also adversely affect the Company’s business. If any ofthese 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&A for the interim periodended March 31, 2025, available on SEDAR+ under the Company’s profile at www.sedarplus.com, as well as the risk factors setforth below, for a list of risks that could materially adversely affect our business, financial condition or results of operations.

 

TheCompany may issue additional Common Shares and Shareholders may experience dilution.

 

The Company is authorized to issuean unlimited number of Common Shares. In addition, the Company maintains equity incentive programs under which employees, agents, brokers,and certain service providers of the Company and its affiliates may receive equity awards. The Company issues Restricted Share Unitsto agents on a monthly basis pursuant to these incentive programs and periodically issues Common Shares to other eligible participants,including employees. As a result, shareholders may experience dilution of their ownership interests in the Company in the future.

 

29

 

 

THEREAL BROKERAGE INC.

MANAGEMENT'SDISCUSSION & ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

 

LEGALPROCEEDINGS

 

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

 

OUTSTANDINGSHARE DATA

 

Asof June 30, 2025, the Company had 208.6 million Common Shares issued and 208.1 million Common Shares outstanding. Additionally, therewere 24.7 million Common Shares reserved for issuance subject to RSUs and 13.7 million Common Shares reserved for issuance pursuant tothe exercise of Options.

 

Asof July 31, 2025, the Company had 209.8 million Common Shares issued and 209.3 million outstanding. As of July 31, 2025,a total of 25.1 million RSUs are issued and outstanding. Once vested, each RSU will settle for a Common Share, but may be settledin cash in certain circumstances in accordance with the equity plan under which the RSUs were issued. Additionally, there were 13.6million Options issued and outstanding with exercise prices ranging from $0.08 to $6.50 per share and expiration dates ranging from June2030 to March 2035. Each Option is exercisable for one Common Share.

 

RECENTDEVELOPMENTS

 

ExecutiveTrading Plans (Rule 10b5-1)

 

TheCompany has adopted a written insider trading policy that governs the purchase, sale, and other dispositions of the Company’s securitiesby its directors, officers, and employees, designed to promote compliance with applicable insider trading laws and regulations. The policypermits our officers, directors, funds affiliated with our directors, and certain other persons to enter into trading plans complyingwith Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

 

OnMay 28, 2025, Pritesh Damani, the Company’s Chief Technology Officer, 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 1,249,212 Common Shares. The first saleof Common Shares will not take place until at least September 26, 2025. The Plan end date is March 31, 2026. Under the Plan, Mr. Damaniwill 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.

 

Flyhomes,Inc. Acquisition and Equity Investment

 

OnJune 30, 2025, the Company purchased preferred shares of Flyhomes, Inc. (“Flyhomes”) for $2.25 million, representingapproximately a 2.3% ownership interest in Flyhomes. Flyhomes is a wholesale mortgage lender focused on modern home financing solutions.

 

OnJuly 1, 2025, the Company acquired the AI-powered consumer home search portal and related technology assets of Flyhomes for $3.25 million.

 

OTHER EVENTS

 

On April 24, 2025, the Company announcedthe promotion of Ravi Jani to Chief Financial Officer, effective immediately. Mr. Jani succeeded Michelle Ressler as CFO. Ms. Ressler’semployment with the Company was terminated based on the Company’s opinion that she engaged in actions that violated Company policiesrelated to personal expenses. While the Company’s review of Ms. Ressler’s actions is ongoing, the Company does not believethat the actions of the former CFO had any material impact on the Company’s previously issued financial statements.

 

ADDITIONALINFORMATION

 

Thesedocuments, the Company’s Annual Information Form for the year ended December 31, 2024, as well as additional information regardingReal, have been filed electronically on Real’s website at www.onereal.com and is available on SEDAR+ under the Company’sprofile at www.sedarplus.com.

 

30

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Exhibit 99.2

 

 

 

 

 

TABLE OF CONTENTS

 

Interim Condensed Consolidated Financial Statements (Unaudited):  
   
Interim Condensed Consolidated Balance Sheets 2
   
Interim Condensed Consolidated Statements of Comprehensive Income (Loss) 3
   
Interim Condensed Consolidated Statements of Shareholders’ Equity 4-5
   
Interim Condensed Consolidated Statements of Cash Flows 6
   
Notes to the Interim Condensed Consolidated Financial Statements 7-24

 

1

 

 

THEREAL BROKERAGE INC.

INTERIMCONDENSED CONSOLIDATED BALANCE SHEETS

(U.S.dollars and shares in thousands)

UNAUDITED

 

   June 30, 2025   December 31, 2024 
   As of 
   June 30, 2025   December 31, 2024 
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $49,614   $23,376 
Restricted cash   46,302    24,089 
Investments in financial assets   5,158    9,449 
Trade receivables   26,821    14,235 
Other receivables   51    117 
Short-term financing receivables, net   72    - 
Prepaid expenses and deposits   1,572    1,645 
TOTAL CURRENT ASSETS  $129,590   $72,911 
NON-CURRENT ASSETS          
Intangible assets, net   2,130    2,575 
Goodwill   8,993    8,993 
Property and equipment, net   2,324    2,116 
Investment in equity securities   2,250    - 
Long-term financing receivables, net   4,146    - 
TOTAL NON-CURRENT ASSETS  $19,843   $13,684 
TOTAL ASSETS  $149,433   $86,595 
           
LIABILITIES AND EQUITY          
CURRENT LIABILITIES          
Accounts payable   1,251    1,374 
Accrued liabilities   48,068    25,939 
Customer deposits   46,302    24,089 
Other payables   4,843    3,050 
TOTAL CURRENT LIABILITIES  $100,464   $54,452 
TOTAL LIABILITIES  $100,464   $54,452 
           
EQUITY          
EQUITY ATTRIBUTABLE TO OWNERS          
Common Shares, no par value, unlimited Common Shares authorized, 208,613 Shares issued and 208,121 outstanding at June 30, 2025; and 202,941 Shares issued and 202,499 outstanding at December 31, 2024   -    - 
Additional paid-in capital   158,827    138,639 
Accumulated deficit   (108,201)   (104,746)
Accumulated other comprehensive income   582    708 
Treasury shares, at cost, 492 and 442 Common Shares at June 30, 2025 and December 31, 2024, respectively   (2,021)   (2,455)
EQUITY ATTRIBUTABLE TO OWNERS  $49,187   $32,146 
Non-controlling interests   (218)   (3)
TOTAL EQUITY  $48,969   $32,143 
TOTAL LIABILITIES AND EQUITY  $149,433   $86,595 

 

Theaccompanying notes form an integral part of the interim condensed consolidated financial statements.

 

2

 

 

THEREAL BROKERAGE INC.

INTERIMCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(U.S.dollar and shares in thousands, except per share amounts)

UNAUDITED

 

   2025   2024   2025   2024 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2025   2024   2025   2024 
Revenues  $540,747   $340,778   $894,728   $541,521 
Cost of Sales   492,886    308,910    812,931    488,894 
Gross Profit   47,861    31,868    81,797    52,627 
                     
General and administrative expenses   18,900    14,015    36,416    26,151 
Marketing expenses   23,284    15,889    40,981    28,518 
Research and development expenses   3,993    2,608    7,925    5,070 
Settlement of litigation               9,250 
Operating Expenses   46,177    32,512    85,322    68,989 
Operating Income (Loss)   1,684    (644)   (3,525)   (16,362)
                     
Other income, net   166    57    288    230 
Finance expenses, net   (300)   (523)   (334)   (1,075)
Net Income (Loss)  $1,550   $(1,110)  $(3,571)  $(17,207)
Net income (loss) attributable to non-controlling interests   38    105    (116)   105 
Net Income (Loss) Attributable to the Owners of the Company  $1,512   $(1,215)  $(3,455)  $(17,312)

Othercomprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:

                    
Unrealized gain (loss) on investments in financial assets   (9)   51    3    94 
Foreign currency translation adjustment   (8)   376    (129)   495 
Total Comprehensive Income (Loss) Attributable to Owners of the Company  $1,495   $(788)  $(3,581)  $(16,723)
Total Comprehensive Income (Loss) Attributable to Non-Controlling Interest   38    105    (116)   105 
Total Comprehensive Income (Loss)  $1,533   $(683)  $(3,697)  $(16,618)
Earnings (Loss) per share                    
Basic earnings (loss) per share  $0.01   $(0.01)  $(0.02)  $(0.09)
Diluted earnings (loss) per share  $0.01   $(0.01)  $(0.02)  $(0.09)
Weighted-average shares, basic   214,787    189,046    213,738    186,568 
Weighted-average shares, diluted   233,366    189,046    213,738    186,568 

 

Theaccompanying notes form an integral part of the interim condensed consolidated financial statements.

 

3

 

 

THE REALBROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2025 AND2024

UNAUDITED

 

   Additional
Paid-in
Capital

   Accumulated Deficit   Accumulated
Other
Comprehensive
Income (Loss)


  

Treasury

Stock

  

Equity

Attributable

to Owners

  

Non-

Controlling

Interests

   Total
Equity
 
Balance at, March 31, 2025  $142,457   $(109,713)  $599   $(591)  $32,752   $(233)  $32,519 
Total net income (loss)   -    1,512    -    -    1,512    38    1,550 
Total other comprehensive income (loss)   -    -    (17)   -    (17)   -    (17)
Distributions to non-controlling interests   -    -    -    -    -    (23)   (23)
Acquisition of common shares for Restricted Share Unit (RSU) Plan   -    -    -    (2,708)   (2,708)   -    (2,708)
Release of treasury stock   (1,278)   -    -    1,278    -    -    - 
Exercise of stock options   351    -    -    -    351    -    351 
Shares withheld for taxes   (498)   -    -    -    (498)   -    (498)
Equity-settled stock-based payment   17,795    -    -    -    17,795    -    17,795 
Balance at, June 30, 2025  $158,827   $(108,201)  $582   $(2,021)  $49,187   $(218)  $48,969 
                                    
Balance at, March 31, 2024  $121,870   $(94,302)  $(5)  $(2,110)  $25,453   $171   $25,624 
Total net income (loss)   -    (1,215)   -    -    (1,215)   105    (1,110)
Total other comprehensive income   -    -    427    -    427    -    427 
Distributions to non-controlling interests   -    -    -    -    -    (14)   (14)
Acquisition of common shares for Restricted Share Unit (RSU) Plan   -    -    -    (10,603)   (10,603)   -    (10,603)
Release of treasury stock   (2,278)   -    -    2,278    -    -    - 
Exercise of stock options   3,010    -    -    -    3,010    -    3,010 
Exercise of warrants   377    -    -    -    377    -    377 
Shares withheld for taxes   (420)   -    -    -    (420)   -    (420)
Equity-settled stock-based payment   13,536    -    -    -    13,536    -    13,536 
Balance at, June 30, 2024  $136,095   $(95,517)  $422   $(10,435)  $30,565   $262   $30,827 

 

Theaccompanying notes form an integral part of the interim condensed consolidated financial statements.

 

4

 

 

THEREAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OFSHAREHOLDERS’ EQUITY

(U.S. dollar in thousands, except per share amounts)

UNAUDITED

 

   Additional
Paid-in
Capital

   Accumulated
Deficit
   Accumulated
Other
Comprehensive
Income (Loss)
  

Treasury

Stock

  

Equity

Attributable

to Owners

  

Non-

Controlling

Interests

   Total
Equity
 
Balance at, January 1, 2025  $138,639   $(104,746)  $708   $(2,455)  $32,146   $(3)  $32,143 
Total net loss   -    (3,455)   -    -    (3,455)   (116)   (3,571)
Total other comprehensive income (loss)   -    -    (126)   -    (126)   -    (126)
Distributions to non-controlling interests   -    -    -    -    -    (99)   (99)
Acquisition of common shares for Restricted Share Unit (RSU) Plan   -    -    -    (8,830)   (8,830)   -    (8,830)
Release of treasury stock   (9,264)   -    -    9,264    -    -    - 
Exercise of stock options   661    -    -    -    661    -    661 
Shares withheld for taxes   (1,711)   -    -    -    (1,711)   -    (1,711)
Equity-settled stock-based payment   30,502    -    -    -    30,502    -    30,502 
Balance at, June 30, 2025  $158,827   $(108,201)  $582   $(2,021)  $49,187   $(218)  $48,969 
                                    
Balance at, January 1, 2024  $115,504   $(78,205)  $(167)  $(257)  $36,875   $209   $37,084 
Total net income (loss)   -    (17,312)   -    -    (17,312)   105    (17,207)
Total other comprehensive income (loss)   -    -    589    -    589    -    589 
Distributions to non-controlling interests   -    -         -    -    (52)   (52)
Acquisition of common shares for Restricted Share Unit (RSU) Plan   -    -    -    (15,226)   (15,226)   -    (15,226)
Release of treasury stock   (5,048)   -    -    5,048    -    -    - 
Exercise of stock options   3,623    -    -    -    3,623    -    3,623 
Exercise of warrants   377    -    -    -    377    -    377 
Shares withheld for taxes   (741)   -    -    -    (741)   -    (741)
Equity-settled stock-based payment   22,380    -         -    22,380    -    22,380 
Balance at, June 30, 2024  $136,095   $(95,517)  $422   $(10,435)  $30,565   $262   $30,827 

 

Theaccompanying notes form an integral part of the interim condensed consolidated financial statements.

 

5

 

 

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OFCASH FLOWS

(U.S. dollar in thousands)

UNAUDITED

 

   2025   2024   2025   2024 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2025   2024   2025   2024 
OPERATING ACTIVITIES                    
Net Income (Loss)  $1,550   $(1,110)  $(3,571)  $(17,207)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                    
Depreciation and amortization   398    340    777    666 
Equity-settled share-based payment   17,795    13,536    30,502    22,380 
Finance costs   62    71    (87)   200 
Change in fair value of warrants liability   -    200    -    471 
Changes in operating asset and liabilities:                    
Funds held in restricted escrow account   -    (9,250)   -    (9,250)
Trade receivables   (10,031)   (9,096)   (12,586)   (12,190)
Other receivables   3    34    66    7 
Short-term and long-term financing receivables, net   (1,249)   -    (4,218)   - 
Prepaid expenses and deposits   (39)   (319)   73    591 
Accounts payable   324    103    (123)   625 
Accrued liabilities   14,496    12,415    22,129    20,255 
Customer deposits   16,043    8,684    22,213    20,176 
Other payables   1,666    362    1,793    10,726 
NET CASH PROVIDED BY OPERATING ACTIVITIES   41,018    15,970    56,968    37,450 
                     
INVESTING ACTIVITIES                    
Purchase of property and equipment   (255)   (501)   (540)   (597)
Purchase of investment in equity securities   (2,250)   -    (2,250)   - 
Purchase of financial assets   (109)   (1,542)   (1,459)   (1,713)
Proceeds from sale of financial assets   5,496    5,730    5,753    5,752 
NET CASH PROVIDED BY INVESTING ACTIVITIES   2,882    3,687    1,504    3,442 
FINANCING ACTIVITIES                    
Purchase of common shares for Restricted Share Unit (RSU) Plan   (2,708)   (10,603)   (8,830)   (15,226)
Payment of employee taxes on certain share-based arrangements   (498)   (420)   (1,711)   (741)
Proceeds from exercise of stock options   351    3,010    661    3,623 
Distributions to non-controlling interest   (23)   (14)   (99)   (52)
NET CASH USED IN FINANCING ACTIVITIES   (2,878)   (8,027)   (9,979)   (12,396)
                     
Net change in cash, cash equivalents and restricted cash   41,022    11,630    48,493    28,496 
Cash, cash equivalents and restricted cash, beginning of period   54,965    44,512    47,465    27,655 
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash   (71)   298    (42)   289 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE  $95,916   $56,440   $95,916   $56,440 
                     
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES                    
Warrants exercised   -    377    -    377 

 

Theaccompanying notes form an integral part of the interim condensed consolidated financial statements.

 

6

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

1.NATURE OF BUSINESS

 

TheReal Brokerage Inc. (“Real” or the “Company”) is a growing real estate technology company thatoperates across all 50 U.S. states, the District of Columbia, and four Canadian provinces. As a licensed real estate brokerage, the Company’srevenue is generated primarily by processing real estate transactions which entitle us to commissions. The Company pays a portion ofits commission revenue to real estate agents who are affiliated with the Company. Unlike traditional brokerages, who rely on physicaloffices for service delivery, Real operates as a fully digital brokerage, providing agents with reZEN, our proprietary transaction managementand brokerage operations software. The Company’s vision is to transform home buying under the guidance of an agent through an integratedconsumer technology product, while growing its ancillary services, including mortgage broker, title and fintech services.

 

Theconsolidated operations of Real include the subsidiaries of Real, including those involved in the brokerage, title, mortgage broker andwallet operations.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Thesignificant accounting policies described below have been applied consistently to all periods presented.

 

A.Basis of preparation

 

Theinterim condensed consolidated financial statements and accompanying notes have been prepared in conformity with generally accepted accountingprinciples in the United States of America (“GAAP”).

 

Thefinancial information as of December 31, 2024 that is included in this quarterly report is derived from the audited Consolidated FinancialStatements and notes for the year ended December 31, 2024. Such financial information should be read in conjunction with the notes ofthe Consolidated Financial Statements included in our annual report.

 

Alldollar amounts are in U.S. dollars unless otherwise stated.

 

B.Basis of Consolidation

 

Theinterim condensed consolidated financial statements incorporate the financial statements of the Company, its wholly-owned subsidiariesand entities in which we have a controlling voting interest in. Intercompany transactions and balances are eliminated upon consolidation.

 

Consolidationof a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary.Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Companygains control until the date when the Company ceases to control the subsidiary.

 

Wherenecessary, adjustments are made to the financial statements of subsidiaries to ensure subsidiaries’ accounting policies are inline with Company’s accounting policies.

 

Allintragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between the members of the Companyand its subsidiaries are eliminated on consolidation.

 

C.Use of Estimates

 

Thepreparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptionsrelated to legal contingencies, income taxes, revenue recognition, stock-based compensation, intangible assets, goodwill and deferredincome tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and variousother factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments aboutthe carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent thereare material differences between the estimates and the actual results, future results of operations will be affected.

 

7

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

D.Cash and Cash Equivalents and Restricted Cash

 

Thefollowing table (in thousands) provides a reconciliation of cash, cash equivalents, and restricted cash further reported within the condensedconsolidated balance sheets that sum to the total of the same amounts shown on the condensed consolidated statements of cash flows.

 

   June 30, 2025   December 31, 2024 
   As of 
   June 30, 2025   December 31, 2024 
Cash and cash equivalents  $49,614   $23,376 
Restricted cash   46,302    24,089 
Total cash, cash equivalents, and restricted cash, ending balance  $95,916   $47,465 

 

E.Income Taxes

 

TheCompany accounts for income taxes under the asset and liability method pursuant to ASC 740, Income Taxes. Under this method, the Companyrecognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statementcarrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferredtax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporarydifferences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognizedin income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likelythan not that some portion or all of the deferred tax assets will not be realized based on all available positive and negative evidence.

 

Taxbenefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained duringan audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax.

 

8

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

F.Financing Receivables, net

 

TheCompany provides financial services to its agents with credit terms of up to three years. The balances reported in the consolidated balancesheets were at the outstanding principal amount less allowance of credit losses. The accrued interest receivables are also included infinancing receivables as of the balance sheet date. In estimating the amount of the allowance for credit losses, the Company considersa combination of historical loss data, agents specific information, current market conditions and reasonable and supportable forecastsof future economic conditions to inform adjustments to historical loss data. Both the allowance for credit losses and the interest incomerelated to financing receivables were immaterial for the three and six months ended June 30, 2025 and the three and six months endedJune 30, 2024.

 

G.Investments in Equity Securities

 

TheCompany’s investments in equity securities include securities without readily determinable fair values. For investments withoutreadily determinable fair values, the Company has elected to use the measurement alternative, under which the investment is measuredat its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identicalor a similar investment of the same issuer. This election is reassessed each reporting period to determine whether non-marketable equityinvestments have a readily determinable fair value, in which case they would no longer be eligible for this election. Indicators of impairmentmay include negative changes in the industry, unfavorable market conditions, weak financial performance, or other relevant events andfactors. No impairment was recorded in the interim condensed consolidated statements of comprehensive income (loss) for the three andsix months ended June 30, 2025 and 2024.

 

H.Accounting Policy Developments

 

NewAccounting Pronouncements

 

InDecember 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”),to require disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on incometaxes paid. The new requirements should be applied on a prospective basis with an option to apply them retrospectively. ASU 2023-09 iseffective for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the impact ASU 2023-09 willhave on its consolidated financial statements and related disclosures.

 

InNovember 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional disclosure of thenature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses includedin the expense captions presented on the face of the income statement as well as disclosures about selling expenses. DISE will be effectivefor annual reporting periods beginning after December 15, 2026 with early adoption permitted. The Company is in the process of evaluatingthe impact ASU 2024-03 will have on its consolidated financial statements and related disclosures.

 

3.REVENUE

 

Inthe following table, Revenue (in thousands) from contracts with customers is disaggregated by major service lines.

 

   2025   2024   2025   2024 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2025   2024   2025   2024 
Main revenue streams                    
Commissions  $537,445   $338,574   $889,194   $537,826 
Title   1,346    1,255    2,376    2,050 
Mortgage Income   1,709    949    2,785    1,645 
Wallet   247        373     
Total Revenue  $540,747   $340,778   $894,728   $541,521 

 

9

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

4.EXPENSES BY NATURE

 

Thefollowing table presents cost of sales and a breakdown of operating expenses (in thousands):

 

   2025   2024   2025   2024 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2025   2024   2025   2024 
Cost of Sales  $492,886   $308,910   $812,931   $488,894 
                     
Operating Expenses                    
General and Administrative Expenses   18,900    14,015    36,416    26,151 
Salaries and Benefits   9,758    6,566    19,460    12,434 
Stock-Based Compensation for Employees   1,714    2,066    3,019    3,420 
Administrative Expenses   1,221    933    2,113    1,769 
Professional Fees   5,007    3,304    9,200    6,422 
Depreciation and Amortization Expense   398    340    777    666 
Other General and Administrative Expenses   802    806    1,847    1,440 
Marketing Expenses   23,284    15,889    40,981    28,518 
Salaries and Benefits   413    237    803    442 
Stock-Based Compensation for Employees   43    1    83    5 
Stock-Based Compensation for Agents   3,478    2,335    6,593    4,472 
Revenue Share   17,644    12,475    30,148    21,539 
Other Marketing and Advertising Cost   1,707    841    3,355    2,060 
Research and Development Expenses   3,993    2,608    7,925    5,070 
Salaries and Benefits   2,360    1,322    4,754    2,713 
Stock-Based Compensation for Employees   300    198    605    333 
Other Research and Development   1,333    1,088    2,567    2,024 
Settlement of Litigation               9,250 
 Total Operating Expenses  $46,177   $32,512   $85,322   $68,989 
Total Cost of Sales and Operating Expenses  $539,063   $341,422   $898,253   $557,883 

 

5.OPERATING SEGMENTS DISCLOSURES

 

Segmentinformation aligns with how the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, manages the businessand allocates resources into four operating segments:

 

  NorthAmerican Brokerage: generates revenue by processing real estate transactions which entitles the Company to commissions.
     
  One Real Title: generates revenue by offering title insurance and closing services for residential and/or commercial transactions.
     
  One Real Mortgage: derives revenue from premiums associated with facilitating mortgage transactions between borrowers and lenders.
     
  Real Wallet: derives revenue from fees associated with the program and the offering of financial products.

 

10

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

TheCompany determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses,(ii) has discrete financial information and is (iii) regularly reviewed by the CODM. Once operating segments are identified, the Companyperforms a quantitative analysis of the current and historic revenues and profitability for each operating segment, together with a qualitativeassessment to determine if operating segments have similar operating characteristics.

 

Eachoperating segment is assessed both quantitatively and qualitatively to determine whether it meets the thresholds for separate disclosureunder ASC 280. The Company has elected to separately disclose Title and Mortgage segments as management expects that the segments willcontinue to be significant. Both segments were previously classified as part of Other Segments. As a result of this change, prior periodsegment information has been recast to conform to our current presentation in our financial statements. The Company has determined thatit operates as three reporting segments - North American Brokerage, One Real Title and One Real Mortgage, which comprise more than 90%of the Company’s total revenue and income (loss) from operations. The other segment, Real Wallet, is not considered a reportingsegment as its revenue and net loss do not meet the quantitative threshold set for reporting segments. This segment is disclosed in the“Other Segments” category below.

 

TheCODM uses revenues, gross profit and operating income (loss) as key metrics to evaluate the operating and financial performance of asegment, identify trends affecting the segments, develop projections and make strategic business decisions. All segments follow the samebasis of presentation and accounting policies as those described throughout the notes to the audited consolidated financial statementsincluded herein. The following tables provide information about the Company’s reportable segments (in thousands).

 

  

North
American

Brokerage

   One Real
Title
   One Real
Mortgage
   Other
Segments
   Total 
   For the Three Months Ended June 30, 2025 
  

North
American

Brokerage

   One Real
Title
   One Real
Mortgage
   Other
Segments
   Total 
Revenues  $537,445   $1,346   $1,709   $247   $540,747 
Cost of sales   491,737    216    900    33    492,886 
Gross Profit  $45,708   $1,130   $809   $214   $47,861 
                          
Operating Expenses(1)(2)   42,222    2,123    1,492    340    46,177 
Operating Income (Loss)  $3,486   $(993)  $(683)  $(126)  $1,684 
                          
Reconciliation of profit or (loss) (segment profit/(loss))                         
Other income, net                       166 
Finance expense, net                       (300)
Net Income                      $1,550 

 

1Operating expenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.
2Operating expenses includes Revenue share expense of approximately $17,644 thousand and is recorded in the North American Brokerage segment.

 

11

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

  

North
American

Brokerage

   One Real
Title
   One Real
Mortgage
   Other
Segments
   Total 
   For the Six Months Ended June 30, 2025 
  

North
American

Brokerage

   One Real
Title
   One Real
Mortgage
   Other
Segments
   Total 
Revenues  $889,194   $2,376   $2,785   $373   $894,728 
Cost of sales   810,986    383    1,477    85    812,931 
Gross Profit  $78,208   $1,993   $1,308   $288   $81,797 
                          
Operating Expenses(1)(2)   77,623    4,411    2,792    496    85,322 
Operating Income (Loss)  $585   $(2,418)  $(1,484)  $(208)  $(3,525)
                          
Reconciliation of profit or loss (segment profit/loss)                         
Other income, net                       288 
Finance expense, net                       (334)
Net Loss                      $(3,571)

 

1Operating expenses includes General and administrative expenses, Marketing expenses, and Research and development expenses.
2Operating expenses includes Revenue share expense of approximately $30,148 thousand and is recorded in the North American Brokerage segment.

 

  

North American

Brokerage

   One Real Title   One Real Mortgage   Total 
   For the Three Months Ended June 30, 2024 
  

North American

Brokerage

   One Real Title   One Real Mortgage   Total 
Revenues  $338,574   $1,255   $949   $340,778 
Cost of sales   308,268    143    499    308,910 
Gross Profit  $30,306   $1,112   $450   $31,868 
                     
Operating Expenses(1)(2)   29,983    1,641    888    32,512 
Operating Income (Loss)  $323   $(529)  $(438)  $(644)
                     
Reconciliation of profit or (loss) (segment profit/(loss))                    
Other income, net                  57 
Finance expenses, net                  (523)
Net Loss                 $(1,110)

 

1Operating expenses includes General and administrative expenses, Marketing expenses, Research and development expenses and Settlement of Litigation.

2Operating expenses includes Revenue share expense of approximately $12,475 thousand and is recorded in the North American Brokerage segment.

 

12

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

  

North American

Brokerage

   One Real Title   One Real Mortgage   Total 
   For the Six Months Ended June 30, 2024 
  

North American

Brokerage

   One Real Title   One Real Mortgage   Total 
Revenues  $537,826   $2,050   $1,645   $541,521 
Cost of sales   487,736    285    873    488,894 
Gross Profit  $50,090   $1,765   $772   $52,627 
                     
Operating Expenses(1)(2)   64,404    2,892    1,693    68,989 
Operating Loss  $(14,314)  $(1,127)  $(921)  $(16,362)
                     
Reconciliation of profit or (loss) (segment profit/(loss))                    
Other income, net                  230 
Finance expenses, net                  (1,075)
Net Loss                 $(17,207)

 

1Operating expenses includes General and administrative expenses, Marketing expenses, Research and development expenses and Settlement of Litigation.
2Operating expenses includes Revenue share expense of approximately $21,539 thousand and is recorded in the North American Brokerage segment.

 

Segmentrevenue reported above represents revenue generated from external customers. There were no intersegment sales for the three and six monthsended June 30, 2025 and June 30, 2024.

 

Segmentspecific assets and liabilities are not disclosed in these interim condensed consolidated financial statements because the CODM is notregularly provided with that information.

 

Depreciationand Amortization (in thousands):

 

   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
North American Brokerage  $204   $146    388    277 
One Real Title   168    168    336    336 
One Real Mortgage   26    26    53    53 
Other Segments                
Total  $398   $340   $777   $666 

 

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

 

   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
United States  $480,678   $296,261   $801,170   $472,750 
Canada   60,069    44,517    93,558    68,771 
Total revenue by region  $540,747   $340,778   $894,728   $541,521 

 

13

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

6.INCOME TAXES

 

TheCompany has not recorded any income tax expense or benefit in either the six months ended June 30, 2025 or June 30, 2024 as it has hadcumulative tax losses in all jurisdictions where it conducts business. Since our inception, we have not recorded any income tax benefitsfor the net losses we have incurred or for our other deferred tax assets, as we believe that it is more likely than not that all of ourdeferred tax assets will not be realized. Accordingly, we have recorded a full valuation allowance against our net deferred tax assets.

 

InJuly 2025, the One Big Beautiful Bill Act (the “OBBB”) was enacted into law, extending key provisions of 2017 Tax Act. TheOBBB brought back accelerated depreciation for property acquired and placed in service after January 19, 2025, and restored expensingof domestic research expenditures for years beginning after December 31, 2024. Additionally, the bill also amended the interest expenseslimitation to EBITDA-based instead of EBIT, international tax provisions on global intangible low-tax income, foreign derived intangibleincome, and base erosion and anti-abuse tax. The company is still evaluating the impact of OBBB on our consolidated financial statements.

 

7.BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

 

Basicearnings (loss) per share is computed by dividing the income available to common shareholders for the period by the weighted averagenumber of common shares of the Company (“Common Shares”) outstanding during the period. Diluted earnings (loss) pershare is computed by dividing net income available to common shareholders less any preferred dividends for the period by the weightedaverage number of Common Shares outstanding plus any potentially dilutive securities outstanding during the period. The Company usesthe treasury stock method to reflect the potential dilutive effect of unvested RSUs and unexercised stock options. The Company does notpay dividends or have participating shares outstanding.

 

Thefollowing table outlines the number of Common Shares (in thousands) and basic and diluted earnings (loss) per share.

 

   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Weighted-average numbers of Common Shares - basic   214,787    189,046    213,738    186,568 
Effect of Dilutive Securities:                    
RSUs   8,445    -    -    - 
Options   10,134    -    -    - 
Weighted-average numbers of Common Shares - diluted   233,366    189,046    213,738    186,568 
Earnings (Loss) per share                    
Basic earnings (loss) per share  $0.01   $(0.01)  $(0.02)  $(0.09)
Diluted earnings (loss) per share  $0.01   $(0.01)  $(0.02)  $(0.09)

 

Thefollowing potential ordinary shares (in thousands) are anti-dilutive and are therefore excluded from the weighted average number of ordinaryshares for the purpose of diluted earnings per share.

 

   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Options   70    18,787    13,737    18,787 
RSU       25,551    17,010    25,551 
Total   70    44,338    30,747    44,338 

 

14

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

8.STOCK-BASED PAYMENT ARRANGEMENTS

 

A.Description of stock-based payment arrangements

 

Stockoption plan (equity-settled)

 

OnJanuary 20, 2016, the Company established a stock option plan (the “Stock Option Plan”) that entitles key managementpersonnel and employees to acquire Common Shares upon the exercise of Company options (“Options”). Under the StockOption Plan, holders of vested Options are entitled to purchase Common Shares for the exercise price as determined at the grant date.

 

OnFebruary 26, 2022, the Company established an omnibus incentive plan providing for up to 20% of the issued and outstanding Common Sharesas of the date thereof (being 35.6 million Common Shares, less RSUs and Options outstanding under other equity inventive plans) to beissued as RSUs or Options to directors, officers, employees, and consultants of the Company (the “Omnibus Incentive Plan”).The Omnibus Incentive Plan was approved by shareholders of the Company on June 13, 2022.

 

TheCompany amended its Omnibus Incentive Plan (the “A&R Plan”) on July 13, 2022, and the Company’s shareholdersapproved the A&R Plan on June 9, 2023. Pursuant to the A&R Plan, the maximum number of Common Shares issuable pursuant to outstandingOptions at any time shall be limited to 15% of the aggregate number of issued and outstanding Common Shares as of the applicable awarddate less the number of Common Shares issuable pursuant to Options under the A&R Plan or any other security-based compensation arrangementof the Company. In addition, the Company was authorized to grant up to 70,000,000 RSUs pursuant to the A&R Plan. The RSU limit isseparate and distinct from the maximum number of Common Shares reserved for issuance pursuant to Options under the A&R Plan. No moresecurities are granted under the Stock Option Plan, Omnibus Incentive Plan, or A&R Plan after June 1, 2025; however, these security-basedincentive compensation plans continue to govern the previously issued securities under such plans.

 

OnApril 14, 2025, the Company established the 2025 Stock Incentive Plan (the “2025 Plan”) and the Company’s shareholdersapproved the 2025 Plan on May 30, 2025. Pursuant to the 2025 Plan, the Company is authorized to issue 50,000,000 Common Shares to itsdirectors, employees and other service providers, including agents, as stock-based compensation. The Company may grant options, restrictedstock awards, restricted stock units, and other stock-based awards under the 2025 Plan.

 

ShareRepurchases

 

OnMay 14, 2024, the Company announced that it renewed its normal course issuer bid (“NCIB”) to be transacted throughthe facilities of the Nasdaq Capital Market and other stock exchanges and/or alternative trading systems in the United States and/orCanada. Pursuant to the NCIB, Real was able to purchase up to approximately 9.47 million Common Shares, representing approximately 5%of the total 189 million Common Shares issued and outstanding as of May 1, 2024. The NCIB terminated May 28, 2025.

 

TheNCIB was conducted to acquire Common Shares for the purposes of satisfying restricted share unit (each, an “RSU”)obligations. The Company appointed CWB Trust Services (the “Trustee”) as the trustee for the purposes of arrangingthe acquisition of Common Shares and to hold the Common Shares in trust for the purposes of satisfying RSU payments as well as to manageother administrative matters. RBC Capital Markets was engaged to undertake purchases under the NCIB.

 

OnMay 30, 2025, the Company announced a new share repurchase program, pursuant to which it may repurchase up to the lesser of 35 millionshares, or $150 million in value. Purchases are made at prevailing market prices and the program has no termination date provided itcontinues to comply with exemptions from the issuer bid requirements of applicable Canadian securities laws at the applicable time. Theprogram may be suspended or discontinued at any time and does not obligate the company to acquire any amount of Common Shares.

 

15

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

B.Measurement of fair value

 

Thefair value of the Options has been measured using the Black-Scholes formula. The Black-Scholes model requires management to make certainassumptions including the expected life of the stock options, volatility and risk-free interest rate. Service and non-market performanceconditions attached to the arrangements were not considered in measuring fair value. The inputs used in the measurement of the fair valueat the grant and measurement date of options granted in the period were as follows:

 

   As of 
   June 30, 2025   June 30, 2024 
Share price  $5.10   $4.31 
Expected volatility (weighted-average)   60%   95%
Expected life (weighted-average)   2.46 years    10 years 
Expected dividends   %   %
Risk-free interest rate (based on US government bonds)   4.45%   4.26%
Weighted-average grant date fair value  $5.10   $4.31 

 

Expectedvolatility has been based on an evaluation of historical volatility of the Company’s share price.

 

C.Reconciliation of outstanding stock options

 

Thefollowing table outlines the number of Options (in thousands) and weighted-average exercise price:

 

   As of 
   June 30, 2025   June 30, 2024 
  

Number of

Options

  

Weighted-

Average

Exercise Price

  

Number of

Options

  

Weighted-

Average

Exercise Price

 
Outstanding at beginning of year   14,991   $1.09    21,943   $0.92 
Granted   15    5.10    45    4.31 
Forfeited/ Expired   (35)   0.84    (50)   2.38 
Exercised   (1,234)   0.62    (3,151)   0.62 
Outstanding at end of period   13,737   $1.14    18,787   $0.98 
Exercisable at end of period   11,345   $1.04    14,270   $0.81 

 

TheOptions outstanding as of June 30, 2025 had a weighted average exercise price of $1.14 (June 30, 2024: $0.98) and a weighted-averageremaining contractual life of 6.2 years (June 30, 2024: 6.9 years).

 

D.Restricted share units

 

Restrictedshare units

 

TheCompany issues RSUs to agents based on an agent meeting certain performance metrics, including successfully attracting other performingagents to the Company. Each RSU, which has a vesting term of up to 3 years and is subject to forfeiture in certain circumstances, entitlesthe holder to one Common Share or the equivalent cash value, as determined in the Company’s discretion. The Company recognizesexpense from the issuance of these RSUs during the applicable vesting period based upon the best available estimate of the number RSUsexpected to vest with a corresponding increase in additional paid-in capital. The expense recognized from the issuance of RSU awardsfor the three and six months ended June 30, 2025 was $3.4 million and $6.5 million, respectively. The expense recognized for the threeand six months ended June 30, 2024 was $2.3 million and $4.3 million, respectively. These expenses are classified as marketing expenses.

 

16

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

Underthe Company’s agent stock purchase program (“Agent Purchase Program”), agents purchase RSUs, which are not subjectto forfeiture and immediately vest with a one-year restriction for exercise, using a percentage of the agent’s commission thatis withheld by the Company. Each RSU entitles the holder to one Common Share, but may be settled in cash at the Company’s solediscretion in accordance with the equity plan under which the RSUs were issued. The RSUs are expensed in the period in which they areissued with a corresponding increase in equity. Eachagent pays the Company 15% of commissions until the commission paid to the Company totals that agent’s “cap” amount(the “Cap”). As an incentive to participate in the Agent Purchase Program, the Company issues additional RSUs (“BonusRSUs”) with a value of (i) 10% of the commission withheld (the percentage was previously 15%) if an agent has not met the Capand (ii) 15% of the commission withheld (the percentage was 20% until April 1, 2025) if an agent has met the Cap. The Bonus RSUs havea one-year vesting term and are subject to forfeiture in certain circumstances. The RSUs purchased under the Agent Purchase Program areexpensed to cost of sales and the Bonus RSUs are expensed to stock-based compensation expense within marketing expenses. Bonus RSUs areamortized over the vesting period with a corresponding increase in additional paid-in capital.

 

Stockcompensation awards granted to full-time employees (“FTEs”) are classified as a general and administrative, researchand development, or marketing expense based on the appropriate department within the condensed consolidated statements of comprehensiveincome (loss).

 

TheCompany also awards performance-based RSUs which require certain conditions, communicated within each individual award, to be met forvesting to occur. Expense related to the issuance of performance-based RSUs is recorded over the vesting period, is initially based onthe fair value of the award on the grant date, and is subsequently remeasured at each reporting date based upon the probability thatthe performance target will be met. Remeasurement may result in the reversal of expenses previously recorded if it is determined thatthe performance target will not be met.

 

Thefollowing table illustrates the Company’s stock activity (in thousands of units) for the RSUs under its equity plans.

 

  

Restricted
Share Units

 
Balance at, December 31, 2023   27,609 
Granted   17,769 
Vested and Issued   (19,376)
Forfeited   (1,383)
Balance at, December 31, 2024   24,619 
Granted   10,379 
Vested and Issued   (6,963)
Forfeited   (3,310)
Balance at, June 30, 2025   24,725 

 

17

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

Stock-BasedCompensation Expense

 

Thefollowing tables provide a detailed breakdown of the stock-based compensation expense (in thousands) as reported in the condensed consolidatedstatements of comprehensive income (loss).

 

   For the Three Months Ended 
   June 30, 2025   June 30, 2024 
   Options
Expense
   RSU
Expense
   Total   Options
Expense
   RSU
Expense
   Total 
Cost of Sales – Agent Stock-Based Compensation  $-   $12,260   $12,260   $-   $8,936   $8,936 
Marketing Expenses – Agent Stock-Based Compensation   56    3,422    3,478    69    2,266    2,335 
Marketing Expenses – FTE Stock-Based Compensation   -    43    43    -    1    1 
Research and Development – FTE Stock-Based Compensation   2    298    300    8    190    198 
General and Administrative – FTE Stock-Based Compensation   209    1,505    1,714    461    1,605    2,066 
Total Stock-Based Compensation  $267   $17,528   $17,795   $538   $12,998   $13,536 

 

   For the Six Months Ended 
   June 30, 2025   June 30, 2024 
   Options
Expense
   RSU
Expense
   Total   Options
Expense
   RSU
Expense
   Total 
Cost of Sales – Agent Stock-Based Compensation  $-   $20,202   $20,202   $-   $14,150   $14,150 
Marketing Expenses – Agent Stock-Based Compensation   125    6,468    6,593    211    4,261    4,472 
Marketing Expenses – FTE Stock-Based Compensation   -    83    83    1    4    5 
Research and Development – FTE Stock-Based Compensation   3    602    605    15    318    333 
General and Administrative – FTE Stock-Based Compensation   462    2,557    3,019    1,065    2,355    3,420 
Total Stock-Based Compensation  $590   $29,912   $30,502   $1,292   $21,088   $22,380 

 

9.INVESTMENTS

 

Available-for-SaleSecurities at Fair Value

 

Thefollowing table provides a detailed breakdown of investments in financial assets (in thousands) as reported in the condensed consolidatedbalance sheets:

 

Description  Cost or
Amortized
Cost
December 31, 2024
   Cost or
Amortized
Cost
June 30, 2025
  

Estimated
Fair

Value

December 31, 2024

  

Deposit /

(Withdraw)

  

Dividends,

Interest &

Income

  

Gross

Unrealized

Gains

  

Estimated Fair Value

June 30, 2025

 
Fixed Income  $              9,289   $5,069   $             9,370   $(4,523)  $222   $3   $5,072 
Investment Certificate   79    86    79    7    -    -    86 
Total  $9,368   $5,155   $9,449   $(4,516)  $222   $3   $5,158 

 

18

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

Investmentsecurities are recorded at fair value. The Company’s investment securities portfolio consists primarily of debt securities issuedby U.S. government agencies, local municipalities and certain corporate entities. The products in the Company’s investment portfoliohave maturity dates ranging from less than one year to over 20 years.

 

Thefair value of investment securities is impacted by interest rates, credit spreads, market volatility, and liquidity conditions. Net unrealizedgains and losses in the portfolio are included in other comprehensive income (loss).

 

Ateach balance sheet date, the Company assesses available-for-sale securities in an unrealized loss position to determine whether the declinein fair value below amortized cost is a result of credit losses or other factors, whether the Company expects to recover the amortizedcost of the security, the Company’s intent to sell and if it is more likely than not that the Company will be required to sellthe securities before the recovery of amortized cost. For the three and six months ended June 30, 2025 and three and six months endedJune 30, 2024, no allowance for credit losses was recorded.

 

EquityInvestment

 

OnJune 30, 2025, the Company executed an agreement to acquire a 2.3% minority equity interest in Flyhomes, Inc., a real estate technologycompany. The Company’s total investment in Flyhomes, Inc., through preferred shares, is $2.25 million. As the fair value of theinvestment is not readily determinable, the Company is applying the measurement alternative under ASC 321, accounting for investmentat cost, less any impairment and adjusted for observable price changes in orderly transactions for the identical or a similar investment.As of June 30, 2025, no impairment or observable price changes have been identified. The investment is classified as an investment inequity securities in the interim condensed consolidated balance sheets.

 

10.PROPERTY AND EQUIPMENT

 

Propertyand equipment, net consisted of the following (in thousands):

 

   June 30, 2025   December 31, 2024 
   As of 
   June 30, 2025   December 31, 2024 
Computer hardware and software  $3,610   $3,070 
Furniture, fixture, and equipment   9    9 
Total property and equipment   3,619    3,079 
Less: accumulated depreciation   (1,295)   (963)
Property and equipment, net  $2,324   $2,116 

 

Forthe three and six months ended June 30, 2025 depreciation expense was $176 thousand and $332 thousand, respectively. For the three andsix months ended June 30, 2024 depreciation expense was $117 thousand and $220 thousand, respectively.

 

11.INTANGIBLE ASSETS

 

TheCompany’s intangible assets are finite lived and consist primarily of acquired technology, customer relationships and other identifiableassets, which are amortized on a straight-line basis over their useful life of 5 years. Intangible assets also includes $25 thousandof indefinite-lived trademarks that are not subject to amortization but reviewed annually for impairment.

 

19

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

Reconciliationof Carrying Amounts (in thousands):

 

   December 31, 2023   Additions   December 31, 2024   Additions   June 30, 2025 
Cost                         
Indefinite-lived trademarks  $   $25   $25   $   $25 
Acquired Technology   1,168        1,168        1,168 
Customer Relationships   2,839        2,839        2,839 
Other   456        456        456 
Total  $4,463   $25   $4,488   $   $4,488 
                          
Accumulated Amortization                         
Acquired Technology  $398   $234   $632   $116   $748 
Customer Relationships   568    568    1,136    283    1,419 
Other   55    90    145    46    191 
Total  $1,021   $892   $1,913   $445   $2,358 
                          
Carrying Amounts  $3,442        $2,575        $2,130 

 

TheCompany recorded $222 thousand and $445 thousand for the three and six months ended June 30, 2025, respectively, and $223 thousand and$446 thousand for the three and six months ended June 30, 2024, respectively.

 

Asof June 30, 2025, expected amortization (in thousands) related to intangible assets will be:

 

Expected Amortization    
2025, excluding the six months ended June 30, 2025  $447 
2026   780 
2027   780 
2028   98 
2029 and thereafter    
Total  $2,105 

 

12.GOODWILL

 

Goodwillis recorded when the purchase price of the business exceeds the fair value of the net tangible and intangible assets acquired. In accordancewith ASC 350, we evaluate goodwill for impairment on at least an annual basis in the fiscal fourth quarter or on an interim basis ifan event occurs or circumstances change that indicate goodwill may be impaired. We first assess qualitative factors to determine whetherit is more likely than not that the fair value of a reporting unit is less than its carrying amount. If necessary, a quantitative analysisis performed to measure any impairment. The Company did not record any impairments in the periods presented. The following table is presentedin thousands:

 

   North American
Brokerage
   One Real Title   One Real
Mortgage
   Total 
Balance at June 30, 2025  $602   $7,670   $721   $8,993 
                     
Accumulated Impairment Loss at June 30, 2025  $   $723   $   $723 

 

20

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

13.CAPITAL AND RESERVES

 

CommonShares

 

AllCommon Shares rank equally with regards to the Company’s residual assets. The following table is presented in thousands:

 

   June 30, 2025   December 31, 2024 
   As of 
   June 30, 2025   December 31, 2024 
Common Shares, Beginning Balance   202,941    183,605 
Stock Options Exercised   1,341    5,379 
Release of Restricted Share Units   4,331    13,820 
Warrants Exercised       137 
Common Shares, Ending Balance   208,613    202,941 

 

TreasuryStock

 

TreasuryStock, which is stock held by the Trustee, is recognized at cost of purchase and presented as a deduction from equity. The followingtable shows the changes in treasury stock shares for the periods presented in thousands:

 

   As of 
   June 30, 2025   December 31, 2024 
Treasury Shares, Beginning Balance   442    175 
Repurchases of Common Shares   1,913    8,264 
Issuance of Treasury Shares   (1,863)   (7,997)
Treasury Shares, Ending Balance   492    442 

 

21

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

14.FINANCIAL INSTRUMENTS – FAIR VALUE

 

Itemsmeasured at fair value (in thousands):

 

   As of 
   June 30, 2025   December 31, 2024 
   Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
Financial Assets Measured at Fair Value (FV)                                                                         
Investments in Financial Assets  $5,158   $-   $-   $5,158   $9,449   $-   $-   $9,449 
Total Financial Assets Measured at Fair Value (FV)  $5,158   $-   $-   $5,158   $9,449   $-   $-   $9,449 

 

Inthe periods presented there have been no transfers between Level 1, Level 2 and Level 3.

 

22

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

15.COMMITMENTS AND CONTINGENCIES

 

Fromtime to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. Claims orregulatory actions against the Company, whether meritorious or not, could have an adverse impact on the Company due to legal costs, diversionof management resources and other elements. Except as identified with respect to the matters below, the Company does not believe thatthe outcome of any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on itsresults of operations, financial condition or overall business in each case, taken as a whole.

 

TheCompany may have various other contractual obligations in the normal course of operations. The Company is not materially contingentlyliable with respect to litigation, claims and environmental matters. Any settlement of claims in excess of amounts recorded will be chargedto profit or loss as and when such determination is made.

 

InOctober 2023, a jury found that the National Association of Realtors (“NAR”) and several brokerage agencies had violatedthe antitrust laws by artificially inflating commissions through, among other things, the practice of having sellers pay both the sellers’agents’ and the buyers’ agents’ commissions. The Company was not a party to that litigation. In March 2024, NAR announceda settlement agreement that would resolve litigation of claims brought on behalf of home sellers related to broker commissions. Pursuantto the settlement, which is subject to court approval, NAR agreed to put in place a new Multiple Listing Service (“MLS”)rule prohibiting offers of broker compensation on any MLS. In Nosalek, a similar case pending in Massachusetts (the Company is not adefendant) in which the parties have also proposed a settlement, the U.S. Department of Justice Antitrust Division (the “DOJ”)submitted a Statement of Interest objecting that the settlement did not do enough to address alleged anticompetitive practices and thatthe settlement should prohibit sellers from making commission offers to buyer’s brokers at all. While the DOJ withdrew its objectionto the settlement in Nosalek, if the DOJ were to take action in the future to prohibit sellers from making commission offers to buyer’sbrokers, it could reduce commissions to real estate agents in transactions, and could have an adverse effect on our results of operations.A similar complaint has been filed in Canada. In addition, a few complaints have been filed in U.S. courts alleging that buyers paidincreased home prices as a result of the practice of sellers paying both the sellers’ agents’ and the buyers’ agents’commissions.

 

InDecember 2023, the Company was named as a defendant in a putative class action lawsuit, captioned Umpa v. The National Association ofRealtors, et al., which was filed in the United States District Court for the Western District of Missouri (the “Umpa ClassAction”). The Umpa Class Action alleges that certain real estate brokerages, including the Company, participated in practicesthat resulted in inflated buyer broker commissions, in violation of federal antitrust laws. On April 7, 2024, the Company entered intoa settlement agreement to resolve the Umpa Class Action on a nationwide basis. This settlement conclusively addresses all claims assertedagainst the Company in the Umpa Class Action, releasing the Company, its subsidiaries, and affiliated agents from these claims. The settlementdoes not constitute an admission of liability by the Company, nor does it concede or validate any of the claims asserted in the litigation.Pursuant to the terms of the settlement agreement, the Company paid $9.25 million into a qualified settlement fund following the court’spreliminary approval of the settlement agreement.

 

Additionally,the Company agreed to implement specific changes to its business practices. These changes include clarifications about the negotiabilityof commissions, prohibitions on claims that buyer agent services are free, and the inclusion of listing broker compensation offers incommunications with clients. The Company also agreed to develop training materials to support these practice changes. The settlementagreement received final court approval on October 31, 2024, and will take effect following the appeals process if the appellants areunsuccessful. Certain objectors filed notice of appeal, and the appeal is pending. There were no changes to the settlement agreementbetween preliminary and final approval. The Company does not foresee the settlement terms having a material impact on its future operations.

 

23

 

 

THEREAL BROKERAGE INC.

NOTESTO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE PERIOD ENDED JUNE 30, 2025 AND 2024

UNAUDITED

 

OnJune 14, 2024, the Company was named as a defendant in a putative class action lawsuit, captioned Kyle Miholich v. The Real BrokerageInc., et al., which was filed in the United States District Court for the Southern District of California (“Miholich Case”).The Miholich Case alleged that real estate agents acting as independent contractors to the Company under an Independent Contractor Agreementsent text messages that violated the federal Telephone Consumer Protection Act (“TCPA”). The Company’s policiesrequire the independent contractor real estate agents to comply with the TCPA. In the complaint, the plaintiffs sought injunctive reliefprohibiting future alleged violations of the TCPA, monetary damages for each alleged statutory violation and reimbursement of their litigationcosts and attorneys’ fees. Although the Company disputed the allegations, in order to avoid the cost of litigation and withoutadmitting liability or fault, the Company entered into a settlement agreement with the plaintiff in July 2025. The settlement didnot have a significant impact on the Company’s financial results. Plaintiff dismissed the Miholich Case consistent with theterms of the agreement.

 

OnApril 23, 2025, the employment of Ms. Ressler, the Company’s former Chief Financial Officer, was terminated based on the Company’sopinion that she engaged in actions that violated Company policies related to personal expenses. On June 10, 2025, the Company was named as a defendant in the matter captionedRessler v. The Real Brokerage Inc., et al., which was filed in the United States District Court for the Southern District Of New York(the “Ressler Matter”). Ms. Ressler alleges gender and pregnancy discrimination, retaliation and defamation. The Companyis unable to predict the outcome of the Ressler Matter or to reasonably estimate the possible loss or range of loss, if any, arisingfrom the claim asserted therein. The ultimate resolution of the Ressler Matter could have a material adverse effect on the Company’sfinancial position, results of operations, and cash flow.

 

OnJune 28, 2025, the Company was named as a defendant along with other brokerages in a putative class action lawsuit, captioned Cwynarv. The Real Brokerage Inc., et al., which was filed in the United States District Court Northern District of Illinois Eastern Division(the “Cwynar Class Action”). The Cwynar Class Action alleges that the defendants entered into a continuing contract,combination, or conspiracy to unreasonably restrain interstate trade and commerce in violation of Section 1 of the Sherman Act, and thatmisrepresentations as to the payment of brokerage commissions increased prices of homes sold due to elevated broker commissions resultingin harm to homebuyers. The Company is unable to predict the outcome of the Cwynar Class Action or to reasonably estimate the possibleloss or range of loss, if any, arising from the claim asserted therein. The ultimate resolution of the Cwynar Class Action could havea material adverse effect on the Company’s financial position, results of operations, and cash flow.

 

16.SUBSEQUENT EVENTS

 

Separatefrom the equity investment discussed in Footnote 9 above, on July 1, 2025, the Company acquired the AI-powered consumer home search portaland related technology assets of Flyhomes, Inc. for a total purchase price of $3.25 million. The acquired assets are expected to enhancethe Company’s digital offerings. We expect to account for this transaction as a business combination and are currently in the processof determining the initial purchase accounting for this transaction.

 

24

 

 

Exhibit99.3

 

FORM52-109F2

 

CERTIFICATIONOF INTERIM FILINGS

FULLCERTIFICATE

 

I,Tamir Poleg, the Chief Executive Officer of The Real Brokerage Inc. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of THE REAL BROKERAGE INC. (the “issuer”) for the interim period ended June 30, 2025.
   
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
    
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
    
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
   
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  (i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
      
  (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.
    
5.2 N/A
   
5.3 N/A
    
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date:August 7, 2025

 

/s/ Tamir Poleg  
Tamir Poleg  
Chief Executive Officer  

 

 

 

 

Exhibit99.4

 

FORM52-109F2

 

CERTIFICATIONOF INTERIM FILINGS

FULLCERTIFICATE

 

I,Ravi Jani, the Chief Financial Officer of The Real Brokerage Inc. certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of THE REAL BROKERAGE INC. (the “issuer”) for the interim period ended June 30, 2025.
  
2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
  
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
  
4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
  
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
   
(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.
  
5.2N/A
  
5.3N/A
  
6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date:August 7, 2025

 

/s/ Ravi Jani  
Ravi Jani  
Chief Financial Officer  

 

 

 

 

Exhibit99.5

 

TheReal Brokerage Inc. Announces Second Quarter 2025 Financial Results

 

MIAMI,August 7, 2025 – The Real Brokerage Inc. (NASDAQ: REAX) (“Real” or the “Company”), a leading real estatetechnology platform redefining the industry through innovation and culture, announced today financial results for the second quarterended June 30, 2025.

 

“Thisquarter marks a pivotal moment for Real, as we proudly announce our first-ever quarter of positive net income,” said Tamir Poleg,Real’s Chairman and Chief Executive Officer. “This milestone is a testament to the scalability of our technology and theefficiency of our operating model. We continue to make progress across our ecosystem, including expanding the utility of Real Walletfor our agents, and the significant potential unlocked by our recent acquisition of Flyhomes’ consumer home search portal. Ourcommitment to building a differentiated, high-value platform that attracts top talent and empowers real estate professionals positionsus well for continued long-term growth and success.”

 

“Whilemany in the industry are scaling back, Real continues to invest in our future and in the success of our agents,” said Jenna Rozenblat,Real’s Chief Operating Officer. “We’re deeply focused on enhancing every aspect of the agent experience. This includesthe significant investments we are making in artificial intelligence (AI) to improve agent efficiency, as well as the forthcoming RevenueShare model enhancements, which are designed to reward both high producers and network builders, allowing them to earn even more as theyachieve new milestones.”

 

“Realdelivered standout financial performance in the second quarter, despite a challenging macro backdrop,” said Ravi Jani, Real’sChief Financial Officer. “Our disciplined financial approach is clearly yielding results, and we remain focused on driving long-termshareholder value. Given our strong cash generation and confidence in our outlook, we expect to increase our pace of share repurchasesin the second half of the year.”

 

Q22025 Operational Highlights1

 

The total value of completed real estate transactions reached $20.1 billion in the second quarter of 2025, an increase of 60% from $12.6 billion in the second quarter of 2024.

 

The total number of transactions closed was 49,282 in the second quarter of 2025, an increase of 62% from 30,367 in the second quarter of 2024.

 

The total number of agents on the platform increased to 28,034 at the end of the second quarter of 2025, an increase of 43% from the second quarter of 2024. As of August 5, 2025, approximately 29,200 agents are now on the Real platform.

 

Q22025 Financial Highlights

 

Revenue rose to $540.7 million in the second quarter of 2025, an increase of 59% from $340.8 million in the second quarter of 2024.

 

Gross profit reached $47.9 million in the second quarter of 2025, an increase of 50% from $31.9 million in the second quarter of 2024.

 

Net income attributable to owners of the Company improved to $1.5 million in the second quarter of 2025, compared to a net loss of $(1.1) million in the second quarter of 2024.

 

Adjusted EBITDA2 was $20.0 million in the second quarter of 2025, an improvement from $14.0 million in the second quarter of 2024.

 

Operating expenses, which include General & Administrative, Marketing, and Research and Development expenses, totaled $46.2 million in the second quarter of 2025, a 42% increase from $32.5 million in the second quarter of 2024.

 

 

1Alldollar references are in U.S. dollars.

2Thereare references to “Adjusted EBITDA” and “Adjusted Operating Expense” in this press release, which are non-GAAPmeasures. See accompanying note under the heading “Non-GAAP Measures” for an explanation of the composition of these non-GAAPmeasures.

 

1

 

 

Revenue share expense, which is included in Marketing expenses, was $17.6 million in the second quarter of 2025, a 41% increase compared to $12.5 million in the second quarter of 2024.

 

Adjusted operating expenses, which reflect operating expenses less revenue share expense, stock-based compensation, depreciation, and other unique or non-cash expenses, were $22.6 million in the second quarter of 2025, an increase of 53% from $14.7 million in the second quarter of 2024.

 

Adjusted operating expense per transaction was $459 in the second quarter of 2025, a decline of 5% from $485 in the second quarter of 2024.

 

Basic and diluted earnings per share were $0.01 in the second quarter of 2025, compared to a basic and diluted loss per share of $(0.01) in the second quarter of 2024.

 

Real generated $41.0 million of cash from operating activities during the second quarter of 2025 and repurchased 0.7 million common shares for $2.7 million in the quarter.

 

Real ended the quarter with $54.8 million of unrestricted cash and equivalents and short-term investments on its balance sheet, and continues to have no debt.

 

BusinessHighlights and Recent Updates

 

Real Wallet Update. The Real Wallet is a financial technology platform that centralizes an agent’s access to certain Company-branded financial products.

 

Real Wallet currently includes:

 

Business checking accounts for eligible U.S. agents with Thread Bank, Member FDIC, including a Company-branded debit card.
Credit lines for eligible Canadian agents, based on their earnings history with Real.

 

As of the end of July 2025:

 

Over 3,600 Real agents are utilizing Real Wallet business checking accounts, with approximately 850 utilizing Real Wallet Tax Planning business checking accounts.
The average deposit balance held in all Real Wallet business checking and tax planning accounts was in excess of $14M.

 

RealWallet represents a significant step in Real’s strategy to integrate fintech solutions into its platform, providing agents withgreater financial flexibility.

 

Revenue Share Model Enhancements. Real announced several key changes to its Revenue Share program designed to reward agent productivity and strengthen long-term alignment. Beginning in August 2025:

 

Agents who reach their annual commission cap will automatically unlock up to Tier 3 in the Revenue Share program through their next anniversary year.
Elite Agents will unlock up to Tier 5 through their next anniversary year.
New network-size thresholds will also allow agents to unlock Revenue Share tiers based on the number of agents in their organization:

 

Tier 3 unlocks at 750 agents
Tier 4 unlocks at 1,000 agents
Tier 5 unlocks at 1,500 agents

 

Thesechanges aim to incentivize both production and attraction, further supporting Real’s mission to help agents grow income and buildlong-term wealth through its platform.

 

2

 

 

Acquisition of Flyhomes Consumer Home Search Portal. On July 1, 2025, Real announced its acquisition of Flyhomes’ AI-powered consumer home search portal and related technology assets, representing a major step toward delivering an end-to-end, AI-driven home buying experience. In connection with the transaction:

 

The Flyhomes platform, featuring deep MLS integrations, real-time market insights, and a user-friendly interface, will be integrated into Real’s anticipated consumer-facing product, Leo for Clients. The acquisition also brings a team of experienced engineers with deep real estate and AI expertise to Real’s R&D organization.
One Real Mortgage, the mortgage broker subsidiary of Real, will offer Flyhomes’ “Buy Before You Sell” financing solution.
Real made a minority equity investment in Flyhomes to support its strategic shift toward becoming a wholesale mortgage lender.
The transaction was funded with existing cash on hand and is not expected to have a material impact on Real’s financial results.

 

TheCompany will discuss the second quarter results on a conference call and live webcast today at 8:00 a.m. ET.

 

ConferenceCall Details:

 

Date:   Thursday, August 7, 2025
     
Time:   8:00 am ET
     
Dial-in Number:  

NorthAmerican Toll Free: 888-506-0062

International: 973-528-0011

     
Access Code:   969780
     
Webcast:   https://www.webcaster4.com/Webcast/Page/2699/52691

 

Replay Information:

 

Replay Number:  

NorthAmerican Toll Free: 877-481-4010

International: 919-882-2331

     
Access Code:   52691
     
Replay Link:   https://www.webcaster4.com/Webcast/Page/2699/52691

 

3

 

 

Non-GAAPMeasures

 

Thisnews release includes references to “Adjusted EBITDA”, and “Adjusted Operating Expense”, which are non-U.S. generallyaccepted accounting principles (“GAAP”) financial measures. Non-GAAP measures are not recognized measures under GAAP, donot have a standardized meaning prescribed by GAAP, and are therefore unlikely to be comparable to similar measures presented by othercompanies.

 

AdjustedEBITDA is used as an alternative to net income by removing major non-cash items, such as depreciation, amortization, interest, stock-basedcompensation, current and deferred income tax expenses and other items management considers unique and/or non-operating in nature.

 

AdjustedOperating Expense is used as an alternative to operating expenses by removing major non-cash items such as stock-based compensation,depreciation, and other unique or non-cash expenses, while retaining ongoing fixed operating expenses and excluding variable cash expensesassociated with revenue share.

 

AdjustedEBITDA and Adjusted Operating Expense have no direct comparable GAAP financial measures. The Company has used or included these non-GAAPmeasures solely to provide investors with added insight into Real’s financial performance. Readers are cautioned that such non-GAAPmeasures may not be appropriate for any other purpose. Non-GAAP measures should not be considered in isolation or as a substitute formeasures of performance prepared in accordance with GAAP. Our Adjusted EBITDA is reconciled to the most comparable GAAP measure for thethree and six months ended June 30, 2025 and 2024 and is presented in the table below labeled Reconciliation of Net Loss to AdjustedEBITDA. Our Adjusted Operating Expense reconciled to the most comparable GAAP measure is presented for the three and six months endedJune 30, 2025 and on a quarterly basis for the prior two fiscal years in the table below labeled Reconciliation of Operating Expenseto Adjusted Operating Expense.

 

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THEREAL BROKERAGE INC.

INTERIMCONDENSED CONSOLIDATED BALANCE SHEETS

(Expressedin thousands of U.S. dollars)

Unaudited

 

   As of 
   June 30, 2025   December 31, 2024 
ASSETS        
CURRENT ASSETS          
Cash and cash equivalents  $49,614   $23,376 
Restricted cash   46,302    24,089 
Investments in financial assets   5,158    9,449 
Trade receivables   26,821    14,235 
Other receivables   51    117 
Short-term financing receivables, net   72    - 
Prepaid expenses and deposits   1,572    1,645 
TOTAL CURRENT ASSETS  $129,590   $72,911 
NON-CURRENT ASSETS          
Intangible assets, net   2,130    2,575 
Goodwill   8,993    8,993 
Property and equipment, net   2,324    2,116 
Investment in equity securities  2,250   - 
Long-term financing receivables, net   4,146    - 
TOTAL NON-CURRENT ASSETS  $19,843   $13,684 
TOTAL ASSETS  $149,433   $86,595 
           
LIABILITIES AND EQUITY          
CURRENT LIABILITIES          
Accounts payable   1,251    1,374 
Accrued liabilities   48,068    25,939 
Customer deposits   46,302    24,089 
Other payables   4,843    3,050 
TOTAL CURRENT LIABILITIES  $100,464   $54,452 
TOTAL LIABILITIES  $100,464   $54,452 
           
EQUITY          
EQUITY ATTRIBUTABLE TO OWNERS          
Common Shares, no par value, unlimited Common Shares authorized, 208,613 Shares issued and 208,121 outstanding at June 30, 2025; and 202,941 Shares issued and 202,499 outstanding at December 31, 2024   -    - 
Additional paid-in capital   158,827    138,639 
Accumulated deficit   (108,201)   (104,746)
Accumulated other comprehensive income   582    708 
Treasury shares, at cost, 492 and 442 Common Shares at June 30, 2025 and December 31, 2024, respectively   (2,021)   (2,455)
EQUITY ATTRIBUTABLE TO OWNERS  $49,187   $32,146 
Non-controlling interests   (218)   (3)
TOTAL EQUITY  $48,969   $32,143 
TOTAL LIABILITIES AND EQUITY  $149,433   $86,595 

 

5

 

 

THEREAL BROKERAGE INC.

INTERIMCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Expressedin thousands of U.S. dollars, except for per share amounts)

Unaudited

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2025   2024   2025   2024 
Revenues  $540,747   $340,778   $894,728   $541,521 
Cost of Sales   492,886    308,910    812,931    488,894 
Gross Profit  $47,861   $31,868    81,797    52,627 
                     
General and administrative expenses   18,900    14,015    36,416    26,151 
Marketing expenses   23,284    15,889    40,981    28,518 
Research and development expenses   3,993    2,608    7,925    5,070 
Settlement of litigation               9,250 
Operating Expenses  $46,177   $32,512    85,322    68,989 
Operating Income (Loss)  $1,684   $(644)   (3,525)   (16,362)
                     
Other income, net   166    57    288    230 
Finance expenses, net   (300)   (523)   (334)   (1,075)
Net Income (Loss)  $1,550   $(1,110)   (3,571)   (17,207)
Net income (loss) attributable to non-controlling interests   38    105    (116)   105 
Net Income (Loss) Attributable to the Owners of the Company  $1,512   $(1,215)   (3,455)   (17,312)

Othercomprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:

                    
Unrealized gain (loss) on investments in financial assets   (9)   51    3    94 
Foreign currency translation adjustment   (8)   376    (129)   495 
Total Comprehensive Income (Loss) Attributable to Owners of the Company  $1,495   $(788)   (3,581)   (16,723)
Total Comprehensive Income (Loss) Attributable to Non-Controlling Interest   38    105    (116)   105 
Total Comprehensive Income (Loss)  $1,533   $(683)   (3,697)   (16,618)
Earnings (Loss) per share                    
Basic earnings (loss) per share  $0.01   $(0.01)   (0.02)   (0.09)
Diluted earnings (loss) per share  $0.01   $(0.01)  $(0.02)  $(0.09)
Weighted-average shares, basic   214,787    189,046    213,738    186,568 
Weighted-average shares, diluted   233,366    189,046    213,738    186,568 

 

6

 

 

THEREAL BROKERAGE INC.

INTERIMCONSOLIDATED STATEMENT OF CASH FLOWS

(U.S.dollar in thousands)

Unaudited

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2025   2024   2025   2024 
OPERATING ACTIVITIES                    
Net Income (Loss)  $1,550   $(1,110)  $(3,571)  $(17,207)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                    
Depreciation and amortization   398    340    777    666 
Equity-settled stock-based payment   17,795    13,536    30,502    22,380 
Finance costs   62    71    (87)   200 
Change in fair value of warrants liability   -    200    -    471 
Changes in operating assets and liabilities:                    
Funds held in restricted escrow account   -    (9,250)   -    (9,250)
Trade receivables   (10,031)   (9,096)   (12,586)   (12,190)
Other receivables   3    34    66    7 
Short-term and long-term financing receivables, net   (1,249)   -    (4,218)   - 
Prepaid expenses and deposits   (39)   (319)   73    591 
Accounts payable   324    103    (123)   625 
Accrued liabilities   14,496    12,415    22,129    20,255 
Customer deposits   16,043    8,684    22,213    20,176 
Other payables   1,666    362    1,793    10,726 
NET CASH PROVIDED BY OPERATING ACTIVITIES  $41,018   $15,970   $56,968   $37,450 
                     
INVESTING ACTIVITIES                    
Purchase of property and equipment   (255)   (501)   (540)   (597)
Purchase of investment in equity securities   (2,250)   -    (2,250)   - 
Purchase of financial assets   (109)   (1,542)   (1,459)   (1,713)
Proceeds from sale of financial assets   5,496    5,730    5,753    5,752 
NET CASH PROVIDED BY INVESTING ACTIVITIES  $2,882   $3,687   $1,504   $3,442 
FINANCING ACTIVITIES                    
Purchase of common shares for Restricted Share Unit (RSU) Plan   (2,708)   (10,603)   (8,830)   (15,226)
Payment of employee taxes on certain share-based arrangements   (498)   (420)   (1,711)   (741)
Proceeds from exercise of stock options   351    3,010    661    3,623 
Distributions to non-controlling interest   (23)   (14)   (99)   (52)
NET CASH USED IN FINANCING ACTIVITIES  $(2,878)  $(8,027)  $(9,979)  $(12,396)
                     
Net change in cash, cash equivalents and restricted cash   41,022    11,630    48,493    28,496 
Cash, cash equivalents and restricted cash, beginning of period   54,965    44,512    47,465    27,655 
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash   (71)   298    (42)   289 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE  $95,916   $56,440   $95,916   $56,440 
                     
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES                    
Warrants exercised   -    377    -    377 

 

7

 

 

THEREAL BROKERAGE INC.

RECONCILIATIONOF NET LOSS TO ADJUSTED EBITDA

(Expressedin thousands of U.S. dollars)

Unaudited

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Net Income (Loss)  $1,550   $(1,110)  $(3,571)  $(17,207)
Add/(Deduct):                    
Finance expenses, net   300    899    334    1,570 
Depreciation and Amortization   398    340    777    666 
Stock-Based Compensation   17,795    13,536    30,502    22,380 
Restructuring Expenses   -    -    250    - 
Expenses related to Anti-Trust Litigation Settlement   -    369    27    10,226 
Adjusted EBITDA  $20,043   $14,034   $28,319   $17,635 

 

8

 

 

THEREAL BROKERAGE INC.

BREAKOUTOF REVENUE BY SEGMENT

(Expressedin thousands of U.S. dollars)

Unaudited

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Main revenue streams                    
Commissions   537,445    338,574    889,194    537,826 
Title   1,346    1,255    2,376    2,050 
Mortgage Income   1,709    949    2,785    1,645 
Wallet   247        373     
Total Revenue  $540,747   $340,778    894,728    541,521 

 

9

 

 

THEREAL BROKERAGE INC.

RECONCILIATIONOF OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE BY QUARTER

(Expressedin thousands of U.S. dollars)

Unaudited

 

   2023   2024   2025 
   Q2   Q3   Q4   Q1   Q2   Q3   Q4   Q1   Q2 
Operating Expense   21,499    22,742    26,796    36,477    32,512    34,607    36,371    39,145    46,177 
Less: Revenue Share Expense   7,684    7,946    6,840    9,064    12,475    11,651    9,537    12,504    17,644 
Revenue Share Expense (% of revenue)   4.1%   3.7%   3.8%   4.5%   3.7%   3.3%   2.7%   3.5%   3.3%
Less:                                             
Stock-Based Compensation - Employees   1,214    285    6,543    1,493    2,265    3,139    3,405    1,651    2,056 
Stock-Based Compensation - Agent   1,640    2,769    1,830    2,137    2,335    2,665    2,940    3,115    3,478 
Depreciation and Amortization Expense   284    277    298    326    340    358    372    379    398 
Restructuring Expense   44    80    58                    250     
Expenses Related to Anti-Trust Litigation Settlement               9,857    369    33    118    27     
Subtotal   3,182    3,411    8,729    13,813    5,309    6,195    6,835    5,422    5,932 
Adjusted Operating Expense1   10,633    11,385    11,227    13,600    14,728    16,761    19,998    21,219    22,601 
Adjusted Operating Expense (% of revenue)   5.7%   5.3%   6.2%   6.8%   4.3%   4.5%   5.7%   6.0%   4.2%

 

1Adjustedoperating expense excludes revenue share, stock-based compensation, depreciation and other non-recurring or non-cash expenses.

 

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THEREAL BROKERAGE INC.

KEYPERFORMANCE METRICS BY QUARTER

(Dollaramounts expressed in U.S. dollars)

Unaudited

 

   2023   2024   2025 
   Q2   Q3   Q4   Q1   Q2   Q3   Q4   Q1   Q2 
Transaction Data                                             
Closed Transaction Sides   17,537    20,397    17,749    19,032    30,367    35,832    35,370    33,617    49,282 
Total Value of Home Side Transactions ($, billions)   7.0    8.1    6.8    7.5    12.6    14.4    14.6    13.5    20.1 
Median Home Sales Price ($, thousands)  $369   $370   $355   $372   $384   $383   $380   $380   $387 
Agent Metrics                                             
Total Agents   11,500    12,175    13,650    16,680    19,540    21,770    24,140    26,870    28,034 
Agent Churn Rate (%)   6.5    10.8    6.2    7.9    7.5    7.3    6.8    8.7    9.4 
Revenue Churn Rate (%)   3.8    4.5    4.9    1.9    1.6    2.0    1.8    2.5    1.9 
Headcount and Efficiency Metrics                                             
Full-Time Employees   145    162    159    151    231    240    264    410    429 
Full-Time Employees, Excluding One Real Title and One Real Mortgage   102    120    118    117    142    155    178    307    324 
Headcount Efficiency Ratio1   1:113    1:101    1:116    1:143    1:138    1:140    1:136    1:88    1:87 
Revenue Per Full Time Employee ($, thousands)2  $1,817   $1,789   $1,537   $1,716   $2,400   $2,403   $1,970   $1,153   $1,669 
Operating Expense Excluding Revenue Share ($, thousands)3  $13,815   $14,796   $19,956   $27,413   $20,037   $22,956   $26,835   $26,641   $28,533 
Operating Expense Per Transaction Excluding Revenue Share ($)4  $788   $725   $1,124   $1,440   $660   $641   $759   $792   $579 
Adjusted Operating Expense ($, thousands)5  $10,633   $11,385   $11,226   $13,600   $14,728   $16,761   $19,998   $21,219   $22,601 
Adjusted Operating Expense Per Transaction ($)  $606   $558   $632   $715   $485   $468   $565   $631   $459 

 

1Definedas the ratio of full-time brokerage employees (excluding One Real Title and One Real Mortgage employees) to the number of agents on ourplatform

2Reflectstotal company revenue divided by full-time brokerage employees (excludes One Real Title and One Real Mortgage employees)

3Definedas total operating expenses per the Company’s statement of comprehensive loss, less revenue share disclosed in the Company’sexpense by nature footnote disclosure in the Financial Statements

4Definedas operating expense excluding revenue share, divided by closed transaction sides

5Adjustedoperating expense excludes revenue share, stock-based compensation, depreciation and other non-recurring or non-cash expenses.

 

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Forward-LookingInformation

 

Thispress release contains forward-looking information within the meaning of applicable Canadian and United States securities laws. Forward-lookinginformation is often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”,“plan”, “estimate”, “expect”, “likely” and “intend” and statements that anevent or result “may”, “will”, “should”, “could” or “might” occur or be achievedand other similar expressions. These statements reflect management’s current beliefs and are based on information currently availableto management as at the date hereof. Forward-looking information in this press release includes, without limiting the foregoing, informationrelating to Real’s expectation regarding increasing the number of agents, revenue growth and profitability and the business, strategicplans of Real and expectations regarding Real Wallet and Leo for Clients, including their anticipated features.

 

Forward-lookinginformation is based on assumptions that may prove to be incorrect, including but not limited to Real’s business objectives, expectedgrowth, results of operations, performance, business projects and opportunities and financial results. Real considers these assumptionsto be reasonable in the circumstances. However, forward-looking information is subject to known and unknown risks, uncertainties andother factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in theforward-looking information. Important factors that could cause such differences include, but are not limited to, slowdowns in real estatemarkets, economic and industry downturns, Real’s ability to attract new agents and retain current agents, Real’s inabilityto successfully launch new products and features, including Real Wallet and Leo for Clients and those risk factors discussed under theheading “Risk Factors” in the Company’s Annual Information Form dated March 6, 2025, and “Risks and Uncertainties”in the Company’s Quarterly Management’s Discussion and Analysis for the period ended June 30, 2025, copies of which are availableunder the Company’s SEDAR+ profile at www.sedarplus.ca.

 

Thesefactors should be carefully considered and readers should not place undue reliance on the forward-looking statements. Although the forward-lookingstatements contained in this press release are based upon what management believes to be reasonable assumptions, Real cannot assure readersthat actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the dateof this press release, and Real assumes no obligation to update or revise them to reflect new events or circumstances, except as requiredby law.

 

AboutReal

 

Real(NASDAQ: REAX) is a real estate experience company working to make life’s most complex transaction simple. The fast-growing companycombines essential real estate, mortgage and closing services with powerful technology to deliver a single seamless end-to-end consumerexperience, guided by trusted agents. With a presence in all 50 states throughout the U.S. and Canada, Real supports over 29,000 agentswho use its digital brokerage platform and tight-knit professional community to power their own forward-thinking businesses. Additionalinformation can be found on its website at www.onereal.com.

 

TheReal Brokerage is a real estate technology company and is not a bank. Banking services are provided by Thread Bank, Member FDIC. TheReal Wallet Visa debit card is issued by Thread Bank, Member FDIC, pursuant to a license from Visa U.S.A. Inc. and may be used anywhereVisa cards are accepted.

 

ContactInformation

 

Foradditional information, please contact:

LorenIrwin

Director,Investor Relations and Financial Reporting

investors@therealbrokerage.com

908.280.2515

 

Formedia inquiries, please contact:

 

ElisabethWarrick

SeniorDirector, Marketing, Communications & Brand

elisabeth@therealbrokerage.com

201.564.4221

 

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