What is the relationship between Motto Mortgage and the RE/MAX real estate business?

**

RE/MAX, LLC and its consolidated subsidiaries (the "Company") is a Delaware limited liability company and a wholly owned subsidiary of RMCO, LLC ("RMCO" or "Member"). RMCO is a subsidiary of RE/MAX Holdings, Inc. ("Holdings"). Holdings completed an initial public offering (the "IPO") of its shares of Class A common stock on October 7, 2013. Holdings' only business is to act as the sole manager of RMCO. As of December 31, 2024, Holdings owns 60.2% of the common membership units in RMCO, while RIHI, Inc. ("RIHI") owns the remaining 39.8%. The Company's distributions to RMCO and RMCO's subsequent distributions to Holdings are largely used to fund Holdings' distributions to its shareholders, including Holdings dividends and repurchases of common shares. Because of the Company's relationship as a wholly owned subsidiary of RMCO, the accompanying consolidated financial statements do not purport to reflect the results of operations and financial position which might have been obtained if the Company were autonomous.

The Company is one of the world's leading franchisors in the real estate industry, franchising real estate brokerages globally under the RE/MAX brand ("RE/MAX") and mortgage brokerages within the United States ("U.S.") under the Motto Mortgage brand ("Motto"). The Company also sells ancillary products and services, including loan processing services to its Motto network and other third parties through the wemlo® brand. The Company focuses on enabling its networks' success by providing quality education, innovative technology products and valuable marketing to build the strength of the RE/MAX and Motto brands.

RE/MAX was founded in 1973 and its strategy is to sell franchises and help those franchisees recruit and retain the best agents. The RE/MAX brand is built on the strength of the Company's global franchise network and its unique economic model that helps to attract, develop and retain the best-performing and most experienced agents by maximizing their opportunity to retain a larger portion of their commissions.

Motto, founded in 2016, has grown to over 220 offices across more than 40 states. The Motto franchise model offers U.S. real estate brokers, real estate professionals and other investors access to the mortgage brokerage business. Motto is highly complementary to the RE/MAX real estate business and is designed to provide diversified revenue and income streams to real estate professionals.

Source: Item 1 — Business and Organization (FDD pages 334–464)