Filed by The Real Brokerage Inc.
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: RE/MAX Holdings, Inc. (Commission
File No. 001-36101)
To: Real Agents
Subject: Real’s Exciting Next Chapter
Real Agents,
Today’s announcement is an important milestone for our company!
This morning, we announced that Real has entered into a definitive
agreement to acquire RE/MAX Holdings — one of the world’s leading franchisors of real estate services.
This couldn’t have happened without you, so thank you for getting
us here. And while you’ve already made us one of the most innovative, fastest growing brokerages, we believe the combination of
Real’s agent-first, technology-driven model with the global reach and brand recognition of REMAX will open even more opportunities
for all of us to grow faster, together, going forward.
You may be asking - so what does this mean for you?
| 1. | First, and most importantly, Real is not changing. |
Real will continue to operate as its own brokerage and remain
focused on our agent-first, technology-driven model. REMAX and Motto Mortgage will also continue to operate under their current brands.
The Real culture that you have helped build and that makes us unique will also remain at the heart of everything we do. As you know, ‘Work
Hard. Be Kind.’ isn’t just something we say. It’s an ethos we all live by every day and that won’t change.
| 2. | We will be strengthening the engine that powers both models. |
Bringing these two companies together will allow us to build
something we could not build as quickly on our own – an organization with greater scale, stronger capabilities and more investment
in the areas that matter most to you.
| 3. | We will be combining our modern real estate technology platform with one of the world’s leading real estate brands. |
Once we have a combined company, our agents will have access
to Real’s technology platform of the future, where agents can run their entire business from their mobile phones, and REMAX’s
50+ year, global brand recognition. It means a more powerful brand presence and marketing reach, continued investment in AI-powered technology
and tools and the ability to enhance the consumer experience and expand ancillary services around the transaction.
| 4. | We will be connecting two of the most productive agent networks in the world. |
We wanted to create a worldwide super-network of some of
the most productive and influential agents and real estate leaders. This will have two very important benefits. First, it will build a
formidable referral network for agent-to-agent referrals. Second, it will create a premier mastermind group with access to the best strategies
and tactics from some of the most successful agents in the world.
In terms of what you can expect next, the transaction is expected
to close in the second half of 2026 and, until that time, Real and REMAX will continue to operate separately and independently. While
nothing changes about your business today, this is a transformational moment for the industry. Join me at our virtual town hall
at 1 pm EST today to discuss the announcement and what it means for you and your clients, and visit [LINK
TO FAQ/RESOURCES] for FAQs and more. Importantly, there are legal restrictions around what can be said in connection with the
transaction. Please do not create materials of your own related to this announcement.
This agreement will make us a leading technology-enabled global real
estate platform, but what makes us special is what each of you do every day, with your clients and your community. I couldn’t be
more excited to lead this combined company, and, once we combine, to have over 180,000 agents working hard and being kind and to be transforming
the industry to better serve buyers, sellers and all of you everyday.
Sincerely,
Tamir Poleg
Chairman and Chief Executive Officer, Real
Cautionary Disclosure Regarding Forward-Looking
Statements
This communication contains certain “forward-looking
statements” and “forward-looking information” within the meaning of applicable United States and Canadian securities
laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange
Act of 1934, as amended. Forward-looking statements/forward-looking information include all statements that do not relate solely to historical
or current facts, and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,”
“intend,” “project,” “estimate,” “potential,” “plan,” and similar expressions
or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.”
These forward-looking statements/forward-looking information include, but are not limited to, statements related to the expected benefits
of the proposed transaction; the anticipated impact of the proposed transaction on the combined company’s business and future financial
and operating results, including the expected leverage of the combined company and the amount and timing of synergies from the proposed
transaction; the completion of the transaction and the expected timeline; and the ability to satisfy all closing conditions, including
the receipt of required approvals for the transaction. Forward-looking statements/forward-looking information inherently involve many
risks and uncertainties that could cause actual results to differ materially from those projected in these statements, including statements
about the consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking statement, The
Real Brokerage Inc. (“Real”) or RE/MAX Holdings, Inc. (“RE/MAX Holdings”) express an expectation
or belief as to future results or events, it is based on Real and/or RE/MAX Holdings’ current plans and expectations, expressed
in good faith and believed to have a reasonable basis. However, neither Real nor RE/MAX Holdings can give any assurance that any such
expectation or belief will result or will be achieved or accomplished. Important risk factors that may cause such a difference include,
but are not limited to: Real’s and RE/MAX Holdings’ ability to consummate the proposed transaction on the expected timeline
or at all; Real’s and RE/MAX Holdings’ ability to obtain the necessary regulatory approvals in a timely manner and the risk
that such approvals are not obtained or are obtained subject to conditions that are not anticipated; Real’s or RE/MAX Holdings’
ability to obtain approval of their shareholders; the risk that a condition of closing of the proposed transaction may not be satisfied
or that the closing of the proposed transaction might otherwise not occur; the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the merger agreement, including in circumstances requiring Real or RE/MAX Holdings
to pay a termination fee; the diversion of management time on transaction-related issues; risks related to disruption from the proposed
transaction, including disruption of management time from current plans and ongoing business operations due to the proposed transaction
and integration matters; the risk that the proposed transaction and its announcement could have an adverse effect on Real’s and
RE/MAX Holdings’ ability to retain agents, franchisees and personnel or that there could be potential adverse reactions or changes
to business relationships resulting from the announcement or completion of the proposed transaction; unexpected costs, charges or expenses
resulting from the proposed transaction; potential litigation relating to the proposed transaction that could be instituted against the
parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto;
the ability of the combined company to achieve the synergies and other anticipated benefits expected from the proposed transaction or
such synergies and other anticipated benefits taking longer to realize than anticipated; the ability of the combined company to achieve
the expected leverage or such leverage taking longer to realize than anticipated; Real’s ability to integrate RE/MAX Holdings promptly
and effectively; anticipated tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects
and business and management strategies for the management, expansion and growth of the combined company’s operations; certain restrictions
during the pendency of the proposed transaction that may impact Real’s or RE/MAX Holdings’ ability to pursue certain business
opportunities or strategic transactions or otherwise operate their respective businesses; and other risk factors detailed from time to
time in Real’s and RE/MAX Holdings’ reports filed with the SEC and Real’s reports filed with Canadian securities regulators,
including Real’s annual report on Form 40-F, current reports on Form 6-K and other documents filed with the SEC, and RE/MAX
Holdings’ annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents
filed with the SEC and Real’s audited annual financial statements and annual management’s discussion and analysis for the
financial year ended December 31, 2025 and Annual Information Form dated March 4, 2026 filed with Canadian securities regulators,
including documents that will be filed with the SEC and Canadian securities regulators in connection with the proposed transaction.
These risks, as well as other risks associated
with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the Registration
Statement and the Real management information circular that will each be filed with the SEC and Canadian securities regulators, as applicable,
in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the
Registration Statement will be, considered representative, no such list should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements/forward-looking
information. You should not place undue reliance on any of these forward-looking statements/forward-looking information as they are not
guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Real’s or RE/MAX Holdings’
actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Real or
RE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking information
contained in this communication. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions or updates to any
forward-looking statements/forward-looking information, whether as a result of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication
nor the continued availability of this communication in archive form on Real’s or RE/MAX Holdings’ website should be deemed
to constitute an update or re-affirmation of these statements as of any future date.
Important Information and Where to Find It
In connection with the proposed transaction between
Real and RE/MAX Holdings, Real and RE/MAX Holdings will file relevant materials with the SEC and Canadian securities regulators, as applicable,
including a management information circular of Real and a registration statement on Form S-4 (the “Registration Statement”)
that will include a proxy statement of RE/MAX Holdings and prospectus of Real REMAX Group. Real’s management information circular
will be mailed to securityholders of Real and the proxy statement/prospectus will be mailed to shareholders of each of RE/MAX Holdings
and Real, in each case seeking their respective approval of the proposed transaction and other related matters. This communication is
not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular or any other
document that Real or RE/MAX Holdings (as applicable) may file with the SEC and Canadian securities regulators, as applicable, in connection
with the proposed transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS
AND SECURITY HOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT CIRCULAR, THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS,
AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free
copies of the Registration Statement, the Real management information circular and the proxy statement/prospectus (when they become available),
as well as other filings containing important information about Real or RE/MAX Holdings, without charge at the SEC’s Internet website
(http://www.sec.gov) and under Real’s profile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of the documents
filed with the SEC and the Canadian securities regulators by Real will be available free of charge on Real’s internet website at
https://investors.onereal.com or by contacting Real’s investor relations contact at investors@therealbrokerage.com. Copies
of the documents filed with the SEC by RE/MAX Holdings will be available free of charge on RE/MAX Holdings’ internet website at
https://investors.remaxholdings.com or by contacting RE/MAX Holdings’ investor relations contact at investorrelations@remax.com.
The information included on, or accessible through, Real’s website or RE/MAX Holdings’ website is not incorporated by reference
into this communication or Real’s and RE/MAX Holdings’ respective filings with the SEC and Canadian securities regulators,
as applicable.
Participants in the Solicitation
Real, RE/MAX Holdings, their respective directors
and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive officers of Real is set forth in its management information circular for its
2026 annual meeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the “Real
Annual Meeting Circular”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the
sections captioned “Election of Directors,” “Statement of Corporate Governance Practices,” and “Compensation
Discussion and Analysis” in the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities
have changed since the amounts described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed
Sale of Securities pursuant to Rule 144 under the U.S. Securities Act on Form 144 filed with the SEC and in insider reports
filed with the Canadian securities regulators on SEDI at wwww.sedi.ca. Information about the directors and executive officers of RE/MAX
Holdings is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 3,
2025 (the “RE/MAX Holdings Annual Meeting Proxy Statement”) and in its Form 8-K, which was filed with the SEC
on May 20, 2025. Please refer to the sections captioned “Corporate Governance,” “Director Compensation,”
“Information about Executive Officers,” “Compensation Discussion and Analysis,” “Stock Ownership of Certain
Beneficial Owners and Management,” and “Certain Relationships and Related Party Transactions” in the RE/MAX Holdings
Annual Meeting Proxy Statement. To the extent holdings of such participants in RE/MAX Holdings’ securities have changed since the
amounts described in the RE/MAX Holdings Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude
under the tab “Ownership Disclosures.” These documents can be obtained free of charge from the sources indicated above. Additional
information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security
holdings or otherwise, will be contained in the Registration Statement, the Real management circular and the proxy statement/prospectus
and the other relevant materials filed with the SEC and Canadian securities regulators, as applicable, when they become available.
No Offer or Solicitation
This communication is for informational purposes
only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act and otherwise in
accordance with applicable Canadian securities laws.
