Real Matters Shareholders OK Director Slate, Deloitte as Auditor, 7% Evergreen Equity Plan at AGM

Real Matters (TSE:REAL) held its annual and special meeting of shareholders virtually, with Board Chair Garry Foster presiding. The company reported that 996 shareholders were represented in person or by proxy, holding 50,301,271 common shares, representing 67.75% of issued and outstanding shares, which the chair said constituted a quorum.

Shareholder votes and meeting items

During the formal portion of the meeting, shareholders were presented with the company’s audited consolidated financial statements and auditor’s report for the financial year ended Sept. 30, 2025.

Shareholders voted on three primary items, each of which the chair said was approved based on preliminary results from the scrutineer:

  • Election of directors: The board set the number of directors at six. The nominees named in the management information circular and elected were Kay Brekken, Garry Foster, Brian Lang, Karen Martin, Peter Vukanovich, and John Walsh.
  • Appointment of auditor: Deloitte LLP, which has served as Real Matters’ external auditor since 2012, was appointed to hold office until the close of business of the next annual meeting, with directors authorized to fix the auditor’s remuneration.
  • Equity incentive plan amendment: Shareholders approved an amendment to the company’s amended and restated 2017 long-term equity incentive plan to switch from a fixed share reserve to an evergreen reserve equal to 7% of issued and outstanding shares from time to time. Management noted that if approved, the company will seek approval of a rolling cap and unallocated shares underlying awards under the plan no later than Feb. 5, 2029.

Foster said final vote results would be reported on the company’s SEDAR+ profile following the meeting. No shareholder questions were submitted on voting matters, and the meeting was adjourned after the formal business concluded.

Management highlights fiscal 2025 performance and client wins

Following the formal proceedings, Chief Executive Officer Brian Lang delivered a short presentation that included a caution that the remarks could include forward-looking statements and non-GAAP measures, directing shareholders to company filings for additional details.

Lang said the business demonstrated “competitive strength and resilience” throughout fiscal 2025, citing new client launches, market share expansion, and financial discipline that supported operating leverage. He reported that Real Matters launched 10 new clients and one new channel in U.S. Appraisal and Canada, and that both segments continued to generate “solid, positive” adjusted EBITDA.

In U.S. Title, Lang said the company added seven new clients in fiscal 2025, including a second Tier One lender, which he characterized as a milestone in the evolution of the title business.

Revenue, profitability, and balance sheet

Lang reported that consolidated revenue for fiscal 2025 was $169.7 million. He said U.S. Title and the Canadian segments delivered double-digit year-over-year growth in both revenue and net revenue, while U.S. Appraisal revenue was “marginally lower,” which he attributed largely to purchase market volumes remaining at multi-decade lows.

Consolidated net revenue decreased to $44.7 million from $46.4 million in fiscal 2024, according to management. Lang said Real Matters posted an adjusted EBITDA loss of $3.2 million, compared with positive adjusted EBITDA of $1.9 million in the prior year, reflecting strategic investments during the year in technology and sales capabilities.

On liquidity, Lang said the company ended the year with no outstanding debt and a cash position exceeding $40 million. He emphasized that cash preservation and cost controls implemented over the past few years have supported a “robust balance sheet” during a low period in the mortgage market cycle, and he described that stability as significant for clients as the company pursues RFP opportunities and onboards new title clients.

Market outlook and strategic roadmap

Looking ahead, Lang said management remains optimistic about improving fundamentals in the U.S. mortgage market. He cited that there are 13 million mortgages with interest rates above 6% and said there are now more mortgages above 6% than below 3%, which he described as a rebalancing indicative of a move toward a more normalized market distribution. Lang said this supports the view that there is a substantial pool of refinance candidates that could become a tailwind for volume growth in coming years.

Lang also reiterated the company’s strategic roadmap: building on leadership in U.S. Appraisal to grow share, leveraging performance with long-standing clients to expand into title, and longer term monetizing data in new verticals to expand addressable markets and reduce cyclicality.

Since the height of the mortgage market in 2022, Lang said Real Matters has launched 29 new clients across its U.S. Appraisal and U.S. Title segments and has increased its share of client business across channels and products. He said the company remains focused on “performance, market share, and delivering on” its Target Operating Model, which management said is achievable under normalized market conditions.

As part of that framework, Lang outlined adjusted EBITDA potential ranges under the Target Operating Model of $50 million to $65 million for U.S. Appraisal and $30 million to $45 million for U.S. Title.

Q&A concludes with no shareholder questions

The company opened the line for shareholder questions submitted through the virtual portal, but management said no questions were received. The call ended shortly thereafter.

About Real Matters (TSE:REAL)

Real Matters Inc is a Canadian network management services provider for the mortgage lending and insurance industries. The company’s platform combines proprietary technology and network management capabilities with tens of thousands of independent qualified field agents. Its operating segment includes U.S. Appraisal; U.S. Title and Canada. The company generates maximum revenue from the U.S. Appraisal segment. Its U.S. Appraisal segment provides residential mortgage appraisals for purchase, refinance, and home equity transactions through its Solidifi brand.

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