UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO RULE 13a-16
OR 15d-16
OF THE SECURITIES
EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number:
001-40442
THE REAL BROKERAGE
INC.
(Registrant)
701 Brickell Avenue,
17th Floor
Miami, Florida, 33131
USA
(Address of Principal
Executive Offices)
Indicate by check mark
whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
¨ Form 40-F x
Indicate
by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXPLANATORY NOTE
On August 24, 2026 (the “Merger Effective
Date”), pursuant to the Arrangement Agreement and Plan of Merger, dated as of April 26, 2026 (as amended, the “Merger
Agreement”), by and among RE/MAX Holdings, Inc. (“REMAX”), The Real Brokerage Inc. (the “Company”
or “Real”), Real REMAX Group Inc. (formerly known as Rome Wildlife, Inc.) (“Real REMAX Group”), Wildlife
Acquisition I Corp. (“Merger Sub I”), Wildlife Acquisition II LLC (“Merger Sub II”) and 1587802 B.C. Unlimited
Liability Company (“Bidco”), Real REMAX Group acquired all of the outstanding shares of REMAX and the Company through a transaction
in which: (i) the Company completed the Arrangement (as described below); (ii) Merger Sub I merged with and into REMAX, with
REMAX surviving as a wholly owned subsidiary of Real REMAX Group (the “First Merger”); and (iii) REMAX merged with and
into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Real REMAX Group (the “Second Merger” and,
together with the First Merger, the “Mergers”).
Prior to the consummation of the Mergers, and
under the terms of the Merger Agreement, the Company completed an arrangement under Division 5 of Part 9 of the Business Corporations
Act (British Columbia) (the “Arrangement”, and all actions and transactions contemplated by the Merger Agreement, including
the Mergers and the Arrangement, together the “Business Combination”). Pursuant to the Arrangement and in accordance with
the plan of arrangement of the Company, (i) effective at 4:01 p.m. Eastern Time, the issued and outstanding common shares of
the Company (the “Real Common Shares”) were consolidated (the “Share Consolidation”) on a 10-for-1 basis, such
that each 10 outstanding Real Common Shares were consolidated into one Real Common Share and (ii) effective at 4:11 p.m. Eastern
Time, the Real shareholders transferred all of their post-consolidation Real Common Shares to Bidco for shares of common stock of Real
REMAX Group, par value $0.001 (“Real REMAX Group Common Stock”) on a one-for-one basis, such that the Company became a wholly
owned subsidiary of Bidco, which in turn is a wholly owned subsidiary of Real REMAX Group.
As a result of the Business Combination, among
other things, Real REMAX Group became the ultimate parent of the Company, REMAX and their respective subsidiaries.
The Merger Agreement and the transactions contemplated
thereby, including the Mergers and the Arrangement, were previously described in the Registration Statement on Form S-4 (Registration
No. 333-296768) filed by Real REMAX Group (as amended, the “Registration Statement”) containing a joint proxy statement/prospectus
and management information circular, which was declared effective by the Securities and Exchange Commission (the “SEC”) on
July 9, 2026 (as supplemented, the “Management Information Circular and Joint Proxy Statement/Prospectus”).
This Current Report on Form 6-K is being
filed for the purpose of disclosing certain events with respect to the Company in connection with the consummation of the Business Combination.
Entry Into a Material Definitive Agreement.
Credit Agreement
On August 24, 2026 (the “Closing Date”),
Real REMAX Group entered into a Credit Agreement (the “Credit Agreement”) among Real REMAX Group, as the borrower (the “Borrower”),
the lenders party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent. The Credit Agreement provides for
(a) a term loan facility in an aggregate principal amount of $550,000,000 (the “Term Facility” and, the loans thereunder,
the “Term Loans”) and (b) a revolving credit facility in an aggregate principal amount of up to $40,000,000 (the “Revolving
Facility” and, together with the Term Facility, the “Credit Facilities”; the loans under the Revolving Facility are
referred to as the “Revolving Loans”), including a letter of credit sub-facility of up to $10,000,000.
The proceeds of the Term Facility, together with
available cash on hand of Real and its subsidiaries, were used to (i) fund all or a portion of the Merger Consideration (as defined
below), (ii) repay in full all amounts outstanding under the existing credit agreement of REMAX, (iii) pay fees, costs and
expenses in connection with the Credit Facilities and the foregoing and (iv) fund working capital. Proceeds of the Revolving Facility
may be used for borrowings and issuances of letters of credit for any permitted purposes under the Credit Agreement.
The Term Facility matures on August 24, 2031
(five years after the Closing Date). The Term Loans amortize in equal quarterly installments of 1.875% of the original aggregate principal
amount, with the balance due at maturity. The Revolving Facility terminates on the earlier of (i) five years after the Closing Date
and (ii) 91 days prior to the Term Facility maturity date (so long as any Term Facility remains outstanding).
Borrowings under the Credit Agreement bear interest
at a rate per annum equal to, at the Borrower’s option, either (a) Term SOFR (subject to a floor of 3.00%) plus an applicable
margin or (b) ABR (as defined in the Credit Agreement) plus an applicable margin. The applicable margin for Term Loans is 5.50%
per annum for Term SOFR borrowings and 4.50% per annum for ABR borrowings. The initial applicable margin for Revolving Loans is 4.00%
per annum for Term SOFR borrowings and 3.00% per annum for ABR borrowings, which margins are subject to step-downs based on the Borrower’s
Total Net Leverage Ratio (as defined in the Credit Agreement). The Borrower must also pay a commitment fee on undrawn revolving commitments
initially equal to 0.50% per annum, subject to step-downs based on the Total Net Leverage Ratio.
The Term Loans may be voluntarily prepaid at any
time; provided that any prepayment, repayment or redemption of Term Loans in connection with certain specified events (including voluntary
prepayments, acceleration, sale of substantially all assets and change of control) prior to the second anniversary of the Closing Date
is subject to a prepayment premium equal to (i) prior to the first anniversary of the Closing Date, an amount equal to the interest
that would have accrued through such first anniversary plus 1.00% of the principal amount prepaid and (ii) from and after the first
anniversary through the second anniversary of the Closing Date, 1.00% of the principal amount prepaid, and, in the case of clauses (i) and
(ii), subject to certain exceptions for scheduled amortization payments and the first $50,000,000 of voluntary prepayments applied to
the Term Loan maturity balance.
The obligations under the Credit Agreement are
guaranteed by each wholly owned domestic, Israeli and Canadian subsidiary of the Borrower (other than certain excluded subsidiaries) (collectively,
the “Guarantors”), subject to a post-closing accession window in respect of the Israeli subsidiaries. The obligations under
the Credit Agreement and the guarantees thereof are secured by a first-priority lien on substantially all of the assets of the Borrower
and the Guarantors, subject to customary exceptions and the post-closing accession window in respect of the Israeli subsidiaries.
The Credit Agreement contains customary affirmative
and negative covenants for facilities of this type, including, among others, covenants pertaining to the delivery of financial statements,
payment of taxes, maintenance of existence, compliance with laws, and notices of default and certain other information, limitations on
indebtedness, liens, fundamental changes, dispositions, restricted payments, investments and transactions with affiliates. The Credit
Agreement requires the Borrower to maintain a maximum First Lien Net Leverage Ratio (as defined in the Credit Agreement), tested as of
the last day of each fiscal quarter, commencing with the fiscal quarter ending December 31, 2026, of no more than 4.50 to 1.00 for
the fiscal quarters ending December 31, 2026 through September 30, 2027, 4.00 to 1.00 for the fiscal quarters ending December 31,
2027 through September 30, 2028, 3.50 to 1.00 for the fiscal quarters ending December 31, 2028 through September 30, 2029,
and 3.00 to 1.00 thereafter.
The Credit Agreement contains events of default
customary for facilities of this type, which are subject to customary grace periods and materiality thresholds, including, among others,
defaults related to payment failures, failure to comply with covenants, material misrepresentations, cross-default with respect to other
material indebtedness, bankruptcy and related events, material judgments, invalidity of security documents or guarantees and change of
control. If an event of default occurs under the Credit Agreement, then the lenders may, among other things, declare the Credit Facilities
and all other amounts owing under the Credit Agreement immediately due and payable.
Certain lenders under the Credit Agreement have,
from time to time, performed, are currently performing and may in the future perform, various financial advisory and commercial and investment
banking services for Real REMAX Group, for which they received or will receive customary fees and expenses.
The foregoing description does not purport to
be complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, the Arrangement
was effective at 4:01 p.m. Eastern Time on the Merger Effective Date (the “Arrangement Effective Time”) and the final
step of the plan of arrangement was consummated at 4:21 p.m. Eastern Time on the Merger Effective Date. Following the consummation
of the Arrangement, the First Merger was consummated and became effective as of 4:25 p.m. Eastern Time on the Merger Effective Date
(the “First Merger Effective Time”) and the Second Merger was consummated and became effective as of 4:30 p.m. Eastern
Time on the Merger Effective Date (the “Second Merger Effective Time”).
As a result of the Business Combination, among
other things, Real REMAX Group became the ultimate parent of the Company, REMAX and their respective subsidiaries. The Business Combination
and the Merger Agreement were previously described in the Registration Statement and the Management Information Circular and Joint Proxy
Statement/Prospectus.
Under the terms of the plan of arrangement of
the Company, at the Arrangement Effective Time, each issued and outstanding Real Common Share was consolidated on a 10-for-1 basis, such
that each 10 outstanding Real Common Shares were consolidated into one Real Common Share. No fractional shares were issued in connection
with the Share Consolidation; each fractional Real Common Share that was less than ½ of a Real Common Share was cancelled without
payment of consideration and each fractional Real Common Share that was at least ½ of a Real Common Share was changed into one
whole Real Common Share. Following the Share Consolidation, shareholders of the Company transferred all of their Real Common Shares to
Bidco in exchange for shares of Real REMAX Group Common Stock on a one-for-one basis, such that the Company became a wholly owned subsidiary
of Bidco, which in turn is a wholly owned subsidiary of Real REMAX Group.
Pursuant to the Merger Agreement, after giving
effect to the cash/stock election results described below, at the First Merger Effective Time, each share of REMAX class A common stock,
par value $0.0001 per share (“REMAX Class A Common Stock”) issued and outstanding immediately prior to the First Merger
Effective Time (other than shares of REMAX Class A Common Stock held by REMAX as treasury stock or owned by Real REMAX Group or
any subsidiary of Real REMAX Group or REMAX) was converted into either (i) for Cash Electing Shares (as defined in the Merger Agreement),
approximately $4.33 per share in cash plus approximately 0.3535 shares of Real REMAX Group Common Stock per share or (ii) for Stock
Electing Shares, 0.5150 shares of Real REMAX Group Common Stock.
The final cash/stock election results under the
Merger Agreement were as follows:
| |
· |
Holders
of approximately 11,697,333 shares of REMAX Class A Common Stock outstanding immediately prior to the First Merger Effective
Time elected to receive the Stock Election Consideration (as defined in the Merger Agreement). |
| |
· |
Holders
of approximately 18,488,134 shares of REMAX Class A Common Stock outstanding immediately prior to the First Merger Effective
Time elected to receive the Cash Election Consideration (as defined in the Merger Agreement). |
| |
· |
Holders
of approximately 3,699,238 shares of REMAX Class A Common Stock outstanding immediately prior to the First Merger Effective
Time made no election and were treated as though they elected to receive the Stock Election Consideration. |
Because the cash election was oversubscribed,
the proration procedures described in the Merger Agreement were applied, resulting in the final Merger Consideration described above.
As a result of the Business Combination, approximately 14,464,497 shares of Real REMAX Group Common Stock are being issued to former
holders of REMAX Class A Common Stock and 22,098,985 shares of Real REMAX Group Common Stock are being issued to former holders
of Real Common Shares. The aggregate cash consideration paid to former holders of REMAX Class A Common Stock was approximately $80
million.
Treatment of REMAX Equity Awards.
REMAX RSUs
As of the First Merger Effective Time, each time-based
restricted stock unit granted by REMAX (each, a “REMAX RSU”) with respect to shares of REMAX Class A Common Stock and
REMAX class B common stock, par value $0.0001 (“REMAX Class B Common Stock” and, together with REMAX Class A Common
Stock, “REMAX Common Stock”) that was (i) vested but not yet settled as of immediately prior to the First Merger Effective
Time, (ii) outstanding as of immediately prior to the First Merger Effective Time and granted to a nonemployee member of the REMAX
board of directors or (iii) vested effective as of the First Merger Effective Time (each, a “REMAX Specified RSU”) that
was outstanding immediately prior to the First Merger Effective Time, whether vested or unvested, was canceled and extinguished, and
the holder thereof was entitled to receive (subject to any applicable withholding or other taxes, or other amounts required by applicable
law to be withheld) a number of shares of Real REMAX Group Common Stock, rounded to the nearest whole share, equal to (x) the product
of (i) the number of shares of REMAX Class A Common Stock subject to such REMAX Specified RSU, multiplied by (ii) the
Stock Election Exchange Ratio, and (y) an amount in cash equal to any accrued but unpaid dividend equivalents with respect to each
REMAX Specified RSU.
As of the First Merger Effective Time, each REMAX
RSU (other than a REMAX Specified RSU) that was outstanding and unvested immediately prior to the First Merger Effective Time was converted
into that number of restricted stock units of Real REMAX Group (each, a “Real REMAX Group RSU”), rounded to the nearest whole
share, equal to the product of (i) the number of shares of REMAX Class A Common Stock subject to such REMAX RSU, multiplied
by (ii) the Stock Election Exchange Ratio. Any accrued but unpaid dividend equivalents with respect to any such REMAX RSU was assumed
by Real REMAX Group. Each such converted Real REMAX Group RSU was subject to the same terms and conditions as were applicable to the
corresponding REMAX RSU prior to the First Merger Effective Time.
REMAX PSUs
As of the First Merger Effective Time, each performance-based
restricted stock unit granted by REMAX (each, a “REMAX PSU”) with respect to shares of REMAX Common Stock that was (i) vested
but not yet settled as of immediately prior to the First Merger Effective Time or (ii) vested effective as of the First Merger Effective
Time (each, a “REMAX Specified PSU”) that was outstanding immediately prior to the First Merger Effective Time was canceled
and extinguished, and the holder thereof was entitled to receive (subject to any applicable withholding or other taxes, or other amounts
required by applicable law to be withheld) a number of shares of Real REMAX Group Common Stock, rounded to the nearest whole share, equal
to (x) the product of (i) the number of shares of REMAX Class A Common Stock subject to such REMAX Specified PSU (with
such number of shares being based on the attainment of the applicable performance in accordance with the terms of the applicable award
agreement), multiplied by (ii) the Stock Election Exchange Ratio, and (y) an amount in cash equal to any accrued but unpaid
dividend equivalents with respect to each REMAX Specified PSU.
As of the First Merger Effective Time, each REMAX
PSU (other than a REMAX Specified PSU) that was outstanding and unvested immediately prior to the First Merger Effective Time was converted
into that number of Real REMAX Group RSUs, rounded to the nearest whole share, equal to the product of (i) the number of shares
of REMAX Class A Common Stock subject to such REMAX PSU (with such number of shares being based on the attainment of the applicable
performance in accordance with the terms of the applicable award agreement), multiplied by (ii) the Stock Election Exchange Ratio.
Any accrued but unpaid dividend equivalents with respect to any such REMAX PSU were assumed by Real REMAX Group. Each such converted
Real REMAX Group RSU was subject to the same terms and conditions as were applicable to the corresponding REMAX PSU prior to the First
Merger Effective Time, except that the performance metrics applicable to such REMAX PSU did not apply from and after the First Merger
Effective Time.
REMAX Options
As of the First Merger Effective Time, each option
to acquire shares of REMAX Common Stock (each, a “REMAX Option”), whether vested or unvested, was assumed by Real REMAX Group
and converted into an option to purchase, on the same terms and conditions as were applicable under such REMAX Option, that number of
shares of Real REMAX Group Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares
of REMAX Class A Common Stock subject to such REMAX Option, multiplied by (ii) the Stock Election Exchange Ratio, at an exercise
price per share of Real REMAX Group Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the
per share exercise price for the REMAX Class A Common Stock subject to such REMAX Option, by (B) the Stock Election Exchange
Ratio; provided, however, that each REMAX Option with a per share exercise price that was equal to or greater than the Stock Election
Consideration (or the Cash Election Consideration, if greater) payable to holders of REMAX Common Stock as of the First Merger Effective
Time were cancelled for no consideration.
Treatment of Real Equity Awards
Initially, as a result of the Share Consolidation,
each option to purchase Real Common Shares (each, a “Real Option”) and each restricted share unit with respect to Real Common
Shares (each, a “Real RSU”) continued but the terms were modified as follows:
| · | the
number of Real Options held by each holder of Real Options and the number of Real Common
Shares to which such holder was entitled upon exercise of such Real Options was divided by
10 (rounded down to the nearest whole number (and which cannot be rounded to less than one)),
and the exercise price per Real Common Share issuable upon the exercise of such Real Options
was multiplied by 10; and |
| · | the
number of Real RSUs held by each holder of Real RSUs and, where the Real RSUs entitle the
holder to a number of Real Common Shares or cash equivalent on settlement, the number of
Real Common Shares or cash equivalent to which such holder of Real RSU was entitled upon
settlement of such Real RSUs was divided by 10 (rounded down to the nearest whole number
(and which cannot be rounded to less than one)). |
Then, immediately following the Share Consolidation:
| · | Real
Options were exchanged for options granted by Real REMAX Group to acquire the same number
of shares of Real REMAX Group Common Stock as the number of Real Common Shares that the holders
thereof were entitled to acquire following the Share Consolidation (each, a “Real Replacement
Option”); provided, that if the foregoing resulted in the issuance of a fraction of
a share of Real REMAX Group Common Stock, then the number of shares of Real REMAX Group Common
Stock issuable pursuant to such Real Replacement Options were rounded down to the nearest
whole number of shares of Real REMAX Group Common Stock. Such Real Replacement Options have
an exercise price per share of Real REMAX Group Common Stock equal to the exercise price
per Real Common Share of such Real Options immediately following the Share Consolidation;
and |
| · | Real
RSUs were exchanged for restricted share units granted by Real REMAX Group to acquire the
same number of shares of Real REMAX Group Common Stock or cash equivalent as the number of
Real Common Shares or cash equivalent that the holders thereof were entitled to receive following
the Share Consolidation (each, a “Real Replacement RSU”); provided, that if the
foregoing resulted in the entitlement to a fraction of a share of Real REMAX Group Common
Stock or cash equivalent on any particular settlement of Real RSUs, then the number of shares
of Real REMAX Group Common Stock issuable pursuant to such Real Replacement RSUs or cash
equivalent were rounded down to the nearest whole number of shares of Real REMAX Group Common
Stock. |
Each Real Replacement Option and Real Replacement
RSU are subject to the terms of the applicable Real Equity Plan and have the same terms and conditions with respect to vesting, conditions
to and manner of exercising, as applicable, term to expiry and otherwise as were applicable to the Real Option or Real RSU for which
it was exchanged, and any certificate or award agreement previously evidencing the applicable Real Options or Real RSUs thereafter evidences
and is deemed to evidence such Real Replacement Options or Real Replacement RSUs, as applicable; provided however that Real REMAX Group’s
board of directors or a committee thereof has succeeded to the authority and responsibility of the Company’s board of directors
or any committee thereof with respect to each Real Replacement Option and Real Replacement RSU. Thereafter, the Real Options and Real
RSUs so exchanged were cancelled, the holders of such Real Options and Real RSUs, as applicable, ceased to be the holders thereof or
to have any rights as holders in respect of such Real Options and Real RSUs and the names of the holders thereof were removed from the
applicable securities register of Real with respect to such Real Options and such Real RSUs.
The Real Common Shares, which traded under the
symbol “REAX” on the Nasdaq Global Select Market (“Nasdaq”), and REMAX Common Stock, which traded under the symbol
“RMAX” on the New York Stock Exchange (“NYSE”), were suspended from trading on the Nasdaq and NYSE, respectively,
upon the close of trading on the Merger Effective Date. Shares of Real REMAX Group Common Stock will continue regular-way trading on
the Nasdaq using the Company’s trading history under the ticker symbol “REAX” immediately upon market open on August 25,
2026, the first trading day after the Merger Effective Date.
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which was attached
as Exhibit 2.1 to the Company’s Current Report on Form 6-K filed with the SEC on April 28, 2026, and is incorporated
herein by reference.
The above description of the Merger Agreement
has been included to provide investors with information regarding the terms of the Merger Agreement. It is not intended to provide any
other factual information about the Company, Real REMAX Group or REMAX or their respective subsidiaries or affiliates. The representations,
warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates,
were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made by each party to the other for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors. Investors are not third party beneficiaries under
the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations
of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries, affiliates or businesses. Moreover,
information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in the Company’s, Real REMAX Group’s, or REMAX’s public
disclosures.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Prior to the Business Combination, Real Common
Shares were registered pursuant to Section 12(b) of the Exchange Act and listed on the Nasdaq. Trading in Real Common Shares
was halted as of the close of business on August 24, 2026 and the shares of Real REMAX Group Inc. are expected to begin trading
on the Nasdaq (under the symbol “REAX”) under the new CUSIP 776105108 when markets open on August 25, 2026. For purposes
of applicable Nasdaq rules, the transaction was treated as a “substitution listing event” and no Form 25 was filed by
Nasdaq for Real in accordance with Rule 12g-3. In addition, the Company, as successor to Real, will file with the SEC a Form 15
with respect to Real securities requesting that the reporting obligations of Real under Sections 13 and 15(d) of the Exchange Act
be suspended.
Changes in Control of Registrant.
Pursuant to the Merger Agreement, at the Arrangement
Effective Time, all shares of Real REMAX Group Common Stock owned by the Company immediately prior to the First Merger Effective Time
were cancelled without payment therefor. Following this cancellation and the issuance of shares of Real REMAX Group Common Stock in the
Mergers, the shares of Real REMAX Group Common Stock became held solely by former Company shareholders and former REMAX stockholders.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Business Combination, on
the Closing Date, the directors of the Company immediately prior to the First Merger Effective Time ceased to be directors of the Company
pursuant to the terms of the Merger Agreement, and the following individuals were appointed as directors of the Company:
| · | Jenna
Rozenblat |
| · | Ravi
Jani |
| · | Alexandra
Lumpkin |
In connection with the Business Combination, on
the Closing Date, the Board approved the following persons as officers of the Company. Each person’s respective positions are indicated
below:
| |
Name |
Title |
| |
Tamir Poleg |
Chief Executive Officer |
| |
Ravi Jani |
Chief Financial Officer |
| |
Pritesh Damani |
Chief Technology Officer |
| |
Jenna Rozenblat |
President |
| |
Alexandra Lumpkin |
Vice President, Chief Legal
Officer and Secretary |
| |
Leah Jenkins |
Chief Accounting Officer |
| |
Abigail Lee |
Chief Marketing Officer |
| |
Amy Somerville |
Chief Operating Officer |
Biographical information for certain of the Company’s executive
officers is set forth below.
| Name |
|
Age |
|
Biographical
Information |
| |
|
|
| Tamir
Poleg |
|
50 |
|
Mr. Poleg will serve
as the Chief Executive Officer of the Company. Prior to the Business Combination, Mr. Poleg served on the board of directors
of Real since 2020 and served as its chair. Tamir Poleg is the cofounder and current Chief Executive Officer of Real, which was founded
through a subsidiary in 2014. Prior to founding Real, Mr. Poleg founded and served as the Chief Executive Officer of Optimum
RE Investments - a real estate company focused on multi-family investments and operations. Before shifting to real estate, Mr. Poleg
served in executive sales and business development positions with several technology companies, focusing on wireless infrastructure
development and deployment across multiple continents. With over 15 years of real estate experience, including serving as a construction
manager, and 9 years of technology company experience, Mr. Poleg is considered an expert in real estate technology and is a
member of Forbes Real Estate Council. Mr. Poleg holds a bachelor’s degree in economics and several real estate related
accreditations. Mr. Poleg is being appointed to serve on the Board because of his extensive real estate and technology company
experience, including as the founder of Real. |
| |
|
|
| Ravi
Jani |
|
39 |
|
Mr. Jani
will serve as the Chief Financial Officer of the Company. Prior to the Business Combination, Mr. Jani served as the Chief Financial
Officer of Real, which position he held since April 2025. Mr. Jani previously served as Vice President
of Investor Relations and Financial Planning & Analysis at Real from September 2023 to April 2025. Prior
to joining Real, he served as Vice President of Investor Relations at Blade Air Mobility, Inc. from April 2022 to August 2023
and served as an investment analyst at Citadel LLC from November 2019 to December 2021. Prior to
Citadel, Mr. Jani was an investment analyst at Anchor Bolt Capital LP, and began his career in investment banking at Bank of
America and Moelis & Company. |
| Pritesh
Damani |
|
46 |
|
Mr. Damani
will serve as the Chief Technology Officer of the Company. Prior to the Business Combination, Mr. Damani served as the Chief
Technology Officer of Real since January 2021. Mr. Damani joined Real in connection with Real’s acquisition of RealtyCrunch,
a web and mobile platform for home buyers and real estate agents, where Mr. Damani had served as Founder and Chief Executive
Officer since 2019. |
| |
|
|
|
|
| Jenna
Rozenblat |
|
41 |
|
Ms. Rozenblat
will serve as the President of the Company. Prior to the Business Combination, Ms. Rozenblat served as Chief Operating Officer
of Real since August 2023. She previously served as Executive Vice President of Operations of Real from January 2023 to
August 2023. Prior to joining Real, Ms. Rozenblat was with Orchard, a full-service real estate brokerage, from September 2019
to January 2023, most recently serving as Head of Customer Experience and Market Expansion, and prior to Orchard, was with Village
Realty. |
| |
|
|
|
|
| Alexandra
Lumpkin |
|
43 |
|
Ms. Lumpkin
will serve as Vice President, Chief Legal Officer and Secretary of the Company. Prior to the Business Combination, Ms. Lumpkin
served as Vice President, Chief Legal Officer and Secretary of Real. Prior to joining Real in February 2023, Ms. Lumpkin
served as in-house counsel at Lennar Corporation from 2013 to 2023, most recently as Deputy General Counsel. Prior to transitioning
to an in-house legal position, Ms. Lumpkin focused on securities and corporate governance matters at Greenberg Traurig, LLP
and Holland & Knight LLP. |
| |
|
|
|
|
| Leah
Jenkins |
|
45 |
|
Ms. Jenkins
will serve as Chief Accounting Officer of the Company. Prior to the Business Combination, Ms. Jenkins served as the Chief Accounting
Officer for REMAX, responsible for REMAX’s SEC reporting, accounting, and financial reporting functions. She brings significant
experience in public company reporting, technical accounting, and internal controls. Ms. Jenkins joined REMAX in 2016 and has
held a series of progressively senior roles in financial reporting and technical accounting. Over the course of her tenure, she has
led accounting and reporting efforts related to acquisitions and complex transactions and has played a key role in the implementation
of major accounting standards. Prior to joining REMAX, Ms. Jenkins held accounting and reporting roles at MPLX LP and Red Robin
Gourmet Burgers, Inc. She began her career in assurance services at Ernst & Young. |
Compensatory Plans and Arrangements
The Company has previously entered into offer
letters with the following senior officers: Tamir Poleg (Chief Executive Officer), Ravi Jani (Chief Financial Officer), Pritesh Damani
(Chief Technology Officer), Jenna Rozenblat (Chief Operating Officer) and Alexandra Lumpkin (Vice President, Chief Legal Officer and
Secretary), and has subsequently entered into an employment agreement with Tamir Poleg (Chief Executive Officer).
Effective in May 2026, the Company entered
into individual executive severance agreements (the “Executive Severance Agreements”) with the foregoing senior officers.
While the Executive Severance Agreements provide for severance benefits in the event that there is a “Change in Control”
(as such term is defined in the The Real Brokerage Inc. 2025 Stock Incentive Plan), they also expressly state, for the avoidance of doubt,
that the acquisition of REMAX by the Company pursuant to the Merger Agreement shall not constitute a Change in Control under these agreements.
Pursuant to the terms of the Merger Agreement,
Real REMAX Group has agreed to honor and assume certain arrangements of the Company and REMAX, including all of the Company’s and
REMAX’s outstanding incentive equity plans, and certain of the awards outstanding (as described in Item 2.01 above).
Other Events.
On the Closing Date, Real REMAX Group issued a
press release announcing the closing of the transaction, which is attached as Exhibit 99.1 to this Current Report on Form 6-K
and is incorporated by reference.
Exhibit
Number |
|
Description
of Exhibit |
| 2.1+ |
|
Arrangement
Agreement and Plan of Merger, dated as of April 26, 2026, by and among Real REMAX Group Inc. (formerly known as Rome Wildlife, Inc.),
The Real Brokerage Inc., RE/MAX Holdings, Inc., Wildlife Acquisition I Corp., Wildlife Acquisition II LLC and 1587802 B.C. Unlimited
Liability Company (incorporated by reference to Exhibit 2.1 to The Real Brokerage’s Current Report on Form 6-K, filed
with the SEC on April 28, 2026).* |
| |
|
|
| 10.1 |
|
Credit Agreement, dated as
of August 24, 2026, by and among Real REMAX Group Inc., as the borrower, the lenders party thereto and Morgan Stanley Senior
Funding, Inc., as the administrative agent.* |
| |
|
|
| 99.1 |
|
Press Release of Real REMAX
Group Inc., dated August 24, 2026. |
*Certain schedules and exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
+ Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
THE REAL
BROKERAGE INC. |
| |
(Registrant) |
| |
|
|
| Date: August 24, 2026 |
By |
/s/
Alexandra Lumpkin |
| |
|
Alexandra Lumpkin |
| |
|
Chief Legal Officer
|
Exhibit 99.1
Real and RE/MAX Holdings Announce Completion
of Business Combination
Miami, August 24, 2026 – Real
REMAX Group Inc. (NASDAQ: REAX) (“Real REMAX Group”) announced the successful completion of the previously announced
business combination between The Real Brokerage Inc. (“Real”) and
RE/MAX Holdings, Inc. (“RE/MAX Holdings”). The combined company is operating under
the name Real REMAX Group Inc.
Real’s common shares and RE/MAX Holdings’
class A Common Stock ceased trading on the Nasdaq Global Select Market (the “Nasdaq”) and the New York Stock Exchange, respectively,
upon close of trading today. Beginning tomorrow, August 25, 2026, shares of Real REMAX Group’s common stock will start trading on
the Nasdaq under the symbol “REAX”.
Under the terms of the Arrangement Agreement and
Plan of Merger (the “Merger Agreement”), former Real shareholders received, following a 10 for 1 share consolidation, one
share of common stock in Real REMAX Group for each Real common share owned and former RE/MAX Holdings stockholders received, based on
elections made by such stockholders which were subject to the proration mechanics described in the Merger Agreement, either (i) 0.515
shares of common stock of Real REMAX Group or (ii) approximately $4.33 in cash and approximately 0.3535 shares of common stock of Real
REMAX Group for each share of RE/MAX Holdings’ Class A Common Stock owned.
“This acquisition marks a significant milestone
on our journey to build a technology platform that empowers real estate professionals and improves the consumer experience,” said
Tamir Poleg, Chairman and Chief Executive Officer of Real REMAX Group. “Bringing together Real’s technology and operating
model with REMAX’s global reach and franchise model is a transformational moment for the industry. Together, we are creating a more
innovative, more productive and more connected real estate ecosystem that we believe will generate substantial long-term value for agents,
franchisees, consumers and shareholders.”
About Real REMAX Group
Real REMAX Group Inc. (NASDAQ: REAX) is a
leading technology-enabled global real estate platform spanning brokerage, franchising and ancillary services. The fast-growing
company combines these essential real estate services with powerful technology to deliver a seamless end-to-end consumer experience,
guided by trusted real estate professionals.. With 180,000+ agents, more than 100,000 of whom are based in the U.S. and Canada, and
a presence in over 120 countries and territories, Real REMAX Group supports agents and broker/owners to power their own
forward-thinking businesses. Additional information can be found on its website at www.realremaxgroup.com.
Advisors
Morgan Stanley served as exclusive financial advisor
and Willkie Farr & Gallagher LLP and Gowling WLG (Canada) LLP served as legal counsel to Real. J.P. Morgan served as exclusive financial
advisor and Morrison & Foerster LLP and McCarthy Tétrault LLP served as legal counsel to RE/MAX Holdings.
Cautionary Disclosure Regarding Forward-Looking Statements
Some of the statements in this press release
are “forward-looking statements” and “forward-looking information” within the meaning of applicable United
States and Canadian securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the
U.S. Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995, including
statements regarding the amount and timing of synergies from the recently completed business combination (the “business
combination”) by and between The Real Brokerage Inc. (“legacy Real”) and RE/MAX Holdings, Inc. (“legacy
REMAX”). Forward-looking statements/forward-looking information include all statements that do not relate solely to historical
or current facts, and can generally be identified by the use of words such as “anticipate”, “believe”,
“estimate”, “expect”, “intend”, “plan”, “potential”,
“project”, and similar expressions or future or conditional verbs such as “could”, “may”,
“should”, “will” and “would”. Such forward-looking statements/forward-looking information
include, but are not limited to, statements regarding Real REMAX Group leadership’s confidence in the execution of its
strategy; statements regarding the anticipated benefits of the business combination; the anticipated impact of the business
combination on Real REMAX Group’s business and financial and operating results, including its expected leverage and the amount
and timing of synergies from the business combination. These statements inherently involve numerous risks, uncertainties, and
assumptions that could cause actual results to differ materially from those projected in these statements, including statements
about the anticipated benefits of the business combination. Where, in any forward-looking statement, Real REMAX Group expresses an
expectation or belief as to future results or events, it is based on Real REMAX Group’s current plans and expectations,
expressed in good faith and believed to have a reasonable basis. However, Real REMAX Group cannot give any assurance that any such
expectation or belief as to future results will be achieved or accomplished. Significant risk factors that may cause such a
difference include, but are not limited to, risks related to disruption from the business combination, including disruption of
management time from current plans and ongoing business operations due to the business combination and matters relating to
integrating the businesses of legacy Real and legacy REMAX; the risk that the business combination could have an adverse effect on
Real REMAX Group’s ability to retain agents, franchisees and personnel or that there could be potential adverse reactions or
changes to business relationships resulting from the business combination; unexpected costs, charges or expenses resulting from the
business combination; potential litigation relating to the business combination and the effects of any outcomes related thereto; the
ability of Real REMAX Group to achieve the synergies and other anticipated benefits expected from the business combination or such
synergies and other anticipated benefits taking longer to realize than anticipated; the ability of Real REMAX Group to achieve the
expected leverage or such leverage taking longer to realize than anticipated; anticipated tax treatment, unforeseen liabilities,
future capital expenditures, economic performance, future prospects and business and management strategies for the management,
expansion and growth of Real REMAX Group’s operations; slowdowns in real estate markets, economic and industry downturns, Real
REMAX Group’s ability to attract new agents and retain current agents, Real REMAX Group’s inability to successfully
launch new products and features; Real REMAX Group’s inability to scale while improving operating leverage, or inability to
successfully execute its strategies, including its strategy related to HeyLeo; possible unfavorable results in legal proceedings;
changes in laws, regulations or the regulatory environment affecting our business; disruption to our technology or cybersecurity
incidents; and other risk factors detailed from time to time in our reports filed with the U.S. Securities and Exchange Commission
(the “SEC”), as well as in legacy Real’s and legacy REMAX’s reports filed with the SEC, including legacy
Real’s annual report on Form 40-F, reports on Form 6-K and other documents filed with the SEC, and legacy REMAX’s annual
report on Form 10-K, quarterly reports on Form 10-Q, reports on Form 8-K and other documents filed with the SEC, copies of which are
available at www.sec.gov, and legacy Real’s reports filed with Canadian securities regulators, including legacy Real’s
audited annual financial statements and annual management’s discussion and analysis for the financial year ended December 31,
2025, Annual Information Form dated March 4, 2026 and quarterly financial statements and quarterly management’s discussion and
analysis for the period ended June 30, 2026, copies of which are available under legacy Real’s SEDAR+ profile at
www.sedarplus.ca.
Real REMAX Group does not assume any obligation
to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments
or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution
of this press release nor the continued availability of this press release in archive form on Real REMAX Group’s website should
be deemed to constitute an update or re-affirmation of these statements as of any future date.
Contact
Investor Relations
Loren Irwin
Director, Investor Relations and Financial Reporting
investors@therealbrokerage.com
908.280.2515
Media Relations
press@therealbrokerage.com
