Real Brokerage (REAX) to buy RE/MAX in $880M Real REMAX Group merger
Rhea-AI Filing Summary
The Real Brokerage Inc. is entering a transformational merger with RE/MAX Holdings to create a new holding company, Real REMAX Group. RE/MAX shareholders can elect to receive either 5.150 shares of Real REMAX Group stock or $13.80 in cash per RE/MAX Class A share, with total cash between $60 million and $80 million. Real shareholders will receive one Real REMAX Group share for each Real share after a 10‑for‑1 share consolidation.
The combined business is described as having approximately $2.3 billion of 2025 pro forma revenue and $157 million of adjusted EBITDA, with an $880 million enterprise value ascribed to RE/MAX. Real has a $550 million committed bridge facility to refinance RE/MAX debt and fund cash consideration, and targets about $30 million of annual cost synergies and higher blended EBITDA margins. The deal requires multiple shareholder and regulatory approvals, includes sizable termination and regulatory break fees, and would result in Real shareholders owning about 59% and RE/MAX shareholders about 41% of Real REMAX Group.
Positive
- Transformational scale and diversification: Management cites pro forma 2025 revenue of approximately $2.3 billion and adjusted EBITDA of $157 million for Real REMAX Group, significantly increasing Real’s size and adding high‑margin, recurring franchise revenue.
- Improved margin profile and identified synergies: The combined EBITDA margin is expected to rise from about 3% at Real to roughly 7% pro forma, before an additional ~$30 million of annual run‑rate cost synergies from shared services and vendor efficiencies.
- Strategic fit of models and technology: Real’s cloud brokerage and reZEN/AI tools are positioned to complement RE/MAX’s global franchise network and brand, with both Real and RE/MAX agents retaining their existing economic models under a broader technology-enabled platform.
- Financing and deleveraging plan: A $550 million committed bridge facility is in place to refinance RE/MAX’s term loan and fund cash consideration, with a stated objective of reducing net leverage to about 2x adjusted EBITDA by the end of the second fiscal year after closing.
Negative
- Higher leverage and refinancing reliance: The structure depends on a $550 million senior secured bridge loan and subsequent term-out in debt or capital markets, increasing leverage until deleveraging targets are met.
- Regulatory, approval and closing risk: Completion requires multiple shareholder votes, British Columbia court orders, Form S‑4 effectiveness, HSR waiting period expiration and other regulatory clearances, any of which could delay or prevent closing.
- Material termination and regulatory break fees: The Merger Agreement includes a $31 million termination fee payable by Real, a $25 million fee payable by RE/MAX Holdings, and a $36 million regulatory termination fee payable by Real in certain antitrust or approval-failure scenarios.
- Integration and retention challenges: Real plans to overlay its technology and shared services while maintaining two distinct brands, which may create operational complexity and poses risks around agent, franchisee and employee retention during and after integration.
Insights
Real’s planned $880M RE/MAX acquisition is strategically bold, with higher margins but added leverage and integration risk.
The transaction combines Real’s cloud brokerage and technology platform with RE/MAX’s global franchise network and brand. On a pro forma 2025 basis, management cites about $2.3 billion of revenue and $157 million of adjusted EBITDA, giving Real much greater scale and diversified, fee-based income.
Real is paying an enterprise value of $880 million for RE/MAX, framed as roughly 9.4x 2025 adjusted EBITDA before, and 7.1x after, an expected $30 million of annual cost synergies. A $550 million senior secured bridge backs refinancing of RE/MAX’s term loan and the cash election pool, with a stated goal of reaching about 2x net debt/EBITDA by the end of the second fiscal year after closing.
Execution depends on winning shareholder and court approvals, clearing antitrust review, completing a related RIHI merger and maintaining agent/franchisee support. The agreement includes termination fees of $31 million for Real, $25 million for RE/MAX and a separate $36 million regulatory termination fee payable by Real in specified scenarios, underscoring regulatory and closing risk alongside the potential earnings accretion and margin lift described by management.
Key Figures
Key Terms
Arrangement Agreement and Plan of Merger regulatory
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Tax Receivable Agreement financial
reorganization within the meaning of Section 368(a) of the Code regulatory
termination fee financial
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 April 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): ¨
Arrangement Agreement and Plan of Merger
On April 26, 2026, The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Real”), and REMAX Holdings, Inc., a Delaware corporation (“REMAX Holdings”), entered into an Arrangement Agreement and Plan of Merger (the “Merger Agreement”) by and among Real, REMAX Holdings, Rome Wildlife, Inc., a Delaware corporation and a wholly owned subsidiary of Real (“New Wildlife”), Wildlife Acquisition I Corp., a Delaware corporation and a wholly owned subsidiary of New Wildlife (“Merger Sub I”), Wildlife Acquisition II LLC, a Delaware limited liability company and a wholly owned subsidiary of New Wildlife (“Merger Sub II”), and 1587802 B.C. Unlimited Liability Company, an unlimited liability corporation existing under the laws of the Province of British Columbia and a wholly owned subsidiary of New Wildlife (“Bidco”).
As explained in greater detail below under “The Mergers and the Arrangement”, pursuant to the terms of the Merger Agreement, (i) the parties thereto will form a new holding company (New Wildlife) to be re-named Real REMAX Group (referred to herein as “Real REMAX Group”); (ii) shareholders of REMAX Holdings will have the right to elect to receive, for each share of REMAX Class A Common Stock (as defined below), 5.150 shares(1) of Real REMAX Group or $13.80 in cash, subject to proration such that the aggregate cash proceeds to shareholders of REMAX Holdings will be no less than $60 million and no greater than $80 million; and (iii) Real shareholders will receive 1 share(2) of Real REMAX Group for each existing common share of Real (“Real Common Share”). Following the closing of the transaction, Real shareholders are expected to own approximately 59% of the combined company, and REMAX Holdings shareholders are expected to own approximately 41%, assuming the midpoint of available cash consideration to REMAX Holdings shareholders.
Capitalized terms used but not defined herein have the meanings assigned to those terms in the Merger Agreement.
The Mergers and the Arrangement
The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein:
(1) Pursuant to an arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) and in accordance with the plan of arrangement of Real attached to the Merger Agreement as Exhibit G (the “Plan of Arrangement”), (i) the issued and outstanding Real Common Shares will be consolidated on a 10-for-1 basis (the “Share Consolidation”), such that each ten shares of outstanding Real Common Shares shall be consolidated into one share, and (ii) Real’s shareholders will then transfer all of their Real Common Shares to Bidco in exchange for common shares of Bidco (and $0.0001 per Real Common Share in cash) and then those holders of common shares of Bidco will transfer all of their common shares of Bidco to New Wildlife in exchange for shares of common stock of New Wildlife to be re-named Real REMAX Group (“Real REMAX Group Common Stock”) (collectively, the “Exchange”), such that Real becomes a wholly-owned subsidiary of Bidco.
(2) Following the effectiveness of the Arrangement, Merger Sub I will merge with and into REMAX Holdings (the “First Merger”), with REMAX Holdings surviving the First Merger as a wholly owned subsidiary of New Wildlife, and, as soon as practicable following the First Merger, REMAX Holdings will merge with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of New Wildlife. Each share of Class A common stock of REMAX Holdings (the “REMAX Class A Common Stock”) issued and outstanding immediately prior to the First Merger Effective Time, including shares of REMAX Class A Common Stock issued in connection with the RIHI Merger, as described below, and other than (x) shares of REMAX Class A Common Stock held by REMAX Holdings as treasury stock or owned by New Wildlife or any subsidiary of New Wildlife or REMAX Holdings, and (y) Dissenting Shares will be converted into the right to elect to receive either 5.150 shares of Real REMAX Group Common Stock (the “Stock Election Exchange Ratio” and such shares, the “Stock Election Consideration”) or $13.80 in cash (the “Per Share Cash Price” and together with the Stock Election Consideration, the “Merger Consideration”), subject to proration such that the cash proceeds will be no less than $60 million and no greater than $80 million, as determined pursuant to the election and allocation procedures in the Merger Agreement.
| (1) | The Stock Election Exchange Ratio will be adjusted prior to the First Merger Effective Time to reflect the 10-for-1 Share Consolidation by dividing 5.150 by 10. |
| (2) | To be adjusted to reflect the 10-for-1 Share Consolidation of Real pursuant to the Arrangement. |
Each of the parties to the Merger Agreement intends that, for U.S. federal income tax purposes, (1) the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), (2) the Mergers, taken together, the Exchange and the RIHI Merger (as defined below) will together qualify as a transaction described in Section 351 of the Code, and (3) the Merger Agreement be a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and for purposes of Sections 354 and 361 of the Code.
Upon the consummation of the Mergers, the Real REMAX Group Common Stock will be listed on the Nasdaq Stock Market. If the Mergers are consummated, (i) the shares of REMAX Class A Common Stock and the Real Common Shares will cease trading and will be delisted and deregistered under the Securities Exchange Act of 1934, as amended and (ii) Real will cease to be a reporting issuer under applicable Canadian provincial and territorial securities laws. Real REMAX Group will continue as a reporting issuer under applicable Canadian securities laws.
Treatment of Real’s Equity Awards
Under the terms of the Plan of Arrangement, Real’s options and restricted share units (“RSUs”) will be treated as follows:
(a) Real options outstanding immediately following the Share Consolidation will be exchanged for options (“Replacement Options”) granted by Real REMAX Group to acquire the same number of shares of Real REMAX Group Common Stock as the number of Real shares that the holders thereof would be entitled to acquire following the Share Consolidation. Such Replacement Options will have an exercise price per share of Real REMAX Group Common Stock equal to the exercise price per Real share of such Real options immediately following the Share Consolidation. Each Replacement Option will be 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, term to expiry and otherwise as were applicable to the Real option for which it was exchanged, and any certificate or award agreement previously evidencing the applicable Real option will thereafter evidence and be deemed to evidence such Replacement Options;
(b) the Real RSUs outstanding immediately following the Share Consolidation will be exchanged for RSUs (“Replacement RSUs”) 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 shares or cash equivalent that the holders thereof would be entitled to receive following the Share Consolidation. Each Replacement RSU will be subject to the terms of the applicable Real equity plan and have the same terms and conditions with respect to vesting, term to expiry and otherwise as were applicable to the Real RSU for which it was exchanged, and any certificate or award agreement previously evidencing the applicable Real RSUs shall thereafter evidence and be deemed to evidence such Replacement RSUs; and
(c) If the foregoing would result in the entitlement to a fraction of a share of Real REMAX Group Common Stock (or cash equivalent in the case of RSUs), then the number of shares of Real REMAX Group Common Stock issuable (or cash equivalent in the case of RSUs) will be rounded down to the near whole number of shares of Real REMAX Group Common Stock.
Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties of both Real, on the one hand, and REMAX Holdings, on the other hand, and the parties have agreed to customary pre-closing covenants, including, among others, relating to (i) the conduct of Real’s and REMAX Holdings’ respective businesses during the period between the execution of the Merger Agreement and the earlier of the termination of the Merger Agreement and the First Merger Effective Time, (ii) Real’s and REMAX Holdings’ respective non-solicitation obligations related to alternative business combination proposals, subject to certain exceptions for certain Acquisition Proposals that constitute or would reasonably be expected to lead to a Superior Proposal, and (iii) the obligation of Real to call a meeting of its securityholders to vote in favor of the Arrangement Resolution and the obligation of REMAX Holdings to call a meeting of its stockholders to approve the adoption of the Merger Agreement and the issuance of shares of Company Common Stock in connection with the RIHI Merger.
The Merger Agreement provides that Real and REMAX Holdings each must use its reasonable best efforts to obtain antitrust and other required regulatory approvals in order to consummate the transactions contemplated by the Merger Agreement, subject to certain limitations as set forth in the Merger Agreement.
Fairness Opinion and Recommendation of Real’s Board of Directors
The board of directors of Real (the “Real Board”) received an opinion from Morgan Stanley & Co. LLC that, as of April 26, 2026, and based upon and subject to the assumptions, limitations and qualifications set forth in such opinion, the Arrangement Consideration to be received by the holders of Real Common Shares pursuant to the Merger Agreement is fair, from a financial point of view, to such holders.
The Real Board, having received financial and legal advice, among other things (i) determined that the Arrangement and the entering into of the Merger Agreement is in the best interests of Real, (ii) determined that the Arrangement and other transactions contemplated by the Merger Agreement (including the Mergers) are fair from a financial point of view to Real securityholders, and (iii) recommends that Real securityholders vote in favor of the special resolution of Real securityholders approving the Arrangement and the Merger Agreement (the “Arrangement Resolution”).
Real may withdraw (or amend, change, qualify, modify or otherwise not make) its recommendation that Real’s shareholders vote in favor of the Arrangement at any time prior to receipt of the Required Real Shareholder Vote, and REMAX Holdings may withdraw (or amend, change, qualify, modify or otherwise not make) its recommendation that REMAX Holdings’ stockholders adopt the Merger Agreement at any time prior to receipt of the Required REMAX Stockholder Vote as a result of (i) a Superior Proposal or (ii) an Intervening Event, if the board of directors of Real or the board of directors of REMAX Holdings, as applicable, has concluded in good faith (after consultation with its outside legal counsel) that failure to make such a change of recommendation is inconsistent with its fiduciary duties under applicable law, subject to complying with certain notice and other specified conditions, including negotiating with the other party regarding any revisions to the terms of the transactions contemplated by the Merger Agreement that are proposed by such other party during a match right period.
Prior to receipt of the Required REMAX Holdings Stockholder Vote, REMAX Holdings may also, subject to complying with certain provisions in the Merger Agreement, determine to terminate the Merger Agreement in order to enter into a definitive agreement providing for a Superior Proposal, subject to the obligation to pay Real the REMAX Holdings Termination Fee (as defined and described below).
Conditions to Completing the Mergers
The completion of the Mergers is subject to the satisfaction or waiver of certain customary conditions, including, but not limited to: (a) the Required Real Shareholder Vote (as defined below); (b) the Required REMAX Stockholder Vote; (c) the authorization for listing on the Nasdaq Stock Market of the Real REMAX Group Common Stock to be issued in the Arrangement and the Mergers; (d) the effectiveness of the registration statement on Form S-4 (together with any amendments or supplements thereto), pursuant to which the shares of Real REMAX Group Common Stock to be issued in connection with the Arrangement and the Mergers will be registered pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”); (e) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (f) the absence of an injunction, order or law prohibiting the Arrangement or the Mergers; (g) the consummation of the RIHI Merger; (h) obtaining of the Interim Order and Final Order of the Supreme Court of British Columbia; (i) the accuracy of the parties’ respective representations and warranties, subject to materiality standards set forth in the Merger Agreement; and (j) material compliance by each party with its respective obligations under the Merger Agreement. The “Required Real Shareholder Vote” will be (a) at least two-thirds of the votes cast on the Arrangement Resolution by holders of Real Common Shares present in person or represented by proxy at Real’s meeting of securityholders and (b) at least two thirds of the votes cast on the Arrangement Resolution by holders of Real Common Shares, Real options and Real RSUs present in person or represented by proxy at Real’s meeting of securityholders and voting as a single class.
Termination Rights and Fees
The Merger Agreement contains certain termination rights of Real and REMAX Holdings, including among other circumstances: (a) if there exists a final and nonappealable law or order prohibiting the Mergers; (b) if there is a failure to receive the Required Real Shareholder Vote or a failure to receive the Required REMAX Stockholder Vote; (c) if, in the case of REMAX Holdings, it intends to enter into a definitive agreement with respect to a Superior Proposal; (d) in the event of a material uncured breach by the other party of its representations, warranties, covenants or other agreements under the Merger Agreement; (e) if, in the case of termination by Real, REMAX Holdings Board changes its recommendation in favor of the Mergers or, in the case of termination by REMAX Holdings, the board of directors of Real changes its recommendation in favor of the Arrangement; and (f) if, subject to certain limitations, the Mergers have not closed within nine (9) months after the execution of the Merger Agreement, subject to two automatic extensions of forty-five (45) days each if, on each such date, all of the closing conditions, except those relating to certain regulatory approvals, have been satisfied or waived (as such date may be extended in accordance with the terms of the Merger Agreement, the “End Date”)
Upon termination of the Merger Agreement under certain specified circumstances, a termination fee of $31 million will be payable by Real and a termination fee of $25 million will be payable by REMAX Holdings (the “REMAX Termination Fee”). In addition, subject to the terms and conditions of the Merger Agreement, upon termination of the Merger Agreement (i) by REMAX Holdings for certain breaches by Real of the regulatory efforts covenants in the Merger Agreement, (ii) by Real or REMAX Holdings at the End Date if certain required regulatory approvals have not been obtained (but all other conditions to closing have been satisfied or waived (except for those that are to be satisfied at the Closing)), or (iii) by Real or REMAX Holdings because of a permanent Restraint (as defined in the Merger Agreement) relating to antitrust or competition law, Real will be required to pay REMAX Holdings a regulatory termination fee of $36 million.
The Merger Agreement also provides that either party may seek to compel the other party to specifically perform its obligations under the Merger Agreement.
RIHI Merger Agreement
Concurrently with the execution of the Merger Agreement, REMAX Holdings entered into that certain Agreement and Plan of Merger (the “RIHI Merger Agreement”), by and among REMAX Holdings, RIHI Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of REMAX Holdings (“RIHI Merger Sub I”), RIHI Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of REMAX Holdings (“RIHI Merger Sub II”), and RIHI, Inc., a Delaware corporation (“RIHI”).
The RIHI Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, (1) RIHI Merger Sub I will merge with and into RIHI (the “First RIHI Merger”), with RIHI surviving the First RIHI Merger as a wholly owned subsidiary of REMAX Holdings, and, as soon as practicable following the First RIHI Merger, RIHI will merge with and into RIHI Merger Sub II (the “Second RIHI Merger” and together with the First RIHI Merger, the “RIHI Merger”), with RIHI Merger Sub II surviving the Second RIHI Merger as a wholly owned subsidiary of REMAX Holdings, and (2) at the effective time of the First RIHI Merger, each outstanding share of RIHI common stock (the “RIHI Common Stock”) (other than dissenting or cancelled shares) will be converted into a number of shares of fully paid and nonassessable REMAX Class A Common Stock equal to the number of common units of RMCO, LLC (the “OpCo Common Units”) held by RIHI divided by the total number of issued and outstanding shares of RIHI Common Stock, in each case, as of immediately prior to the effective time of the First RIHI Merger Effective Time.
In connection with the RIHI Merger, the share of REMAX Class B Common Stock and the OpCo Common Units held by RIHI immediately prior to the effective time of the RIHI Merger will be surrendered to REMAX Holdings by RIHI and, upon such surrender, the share of REMAX Class B Common Stock will be cancelled and retired by REMAX Holdings for no consideration and will no longer be outstanding.
The RIHI Merger Agreement contains customary representations, warranties and covenants and is subject to customary closing conditions and termination rights. Following execution of the RIHI Merger Agreement, holders of a majority of the outstanding shares of RIHI Common Stock executed and delivered to RIHI a written consent approving and adopting the RIHI Merger Agreement and the transactions contemplated thereby.
Important Statement Regarding the Merger Agreement and the RIHI Merger Agreement (the “Merger Agreements”)
The foregoing description of the Merger Agreements and the transactions contemplated thereby, including the Mergers and the RIHI Merger, in this Report of Foreign Private Issuer on Form 6-K is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and the RIHI Merger Agreement, which are attached hereto as Exhibit 2.1 and Exhibit 2.2, respectively, and are incorporated by reference herein.
The Merger Agreements have been included to provide investors with information regarding their terms. The Merger Agreements are not intended to provide any other factual information about Real, REMAX Holdings, New Wildlife, Bidco, Merger Sub I, Merger Sub II, RIHI, RIHI Merger Sub I or RIHI Merger Sub II. The representations, warranties and covenants contained in the Merger Agreements were made only for purposes of the Merger Agreements as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreements 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 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 or affiliates. Information concerning the subject matter of representations, warranties and covenants may change after the date of the Merger Agreements, which subsequent information may or may not be fully reflected in REMAX Holdings’ or Real’s respective public disclosures. The Merger Agreements should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 40-F, Forms 6-K and other documents that REMAX Holdings or Real filed or will file with the SEC and applicable Canadian securities regulators.
Support Agreements
Concurrently with the execution of the Merger Agreement, Real, REMAX Holdings and the holders (the “REMAX Holders”) of shares of REMAX Class A Common Stock and REMAX Class B Common Stock that collectively represent approximately 38% of the voting power of the issued and outstanding Company Common Stock, entered into a voting and support agreement (the “REMAX Support Agreement”) pursuant to which, among other things, REMAX Holdings Holders agreed, subject to the terms of REMAX Holdings Support Agreement, to (i) vote their shares of Company Common Stock in favor of, among other things, the adoption of the Merger Agreement and the approval of the issuance of Company Common Stock in connection with the RIHI Merger, and (ii) not transfer their shares of Company Common Stock, subject to certain limited exceptions. The REMAX Support Agreement will terminate (subject to certain exceptions as set forth in REMAX Holdings Support Agreement) upon the earliest of (i) the First Merger Effective Time, (ii) with respect to each REMAX Holder, the entry by REMAX Holdings and Real, without the prior written consent of such REMAX Holder, into any amendment or modification to the Merger Agreement that decreases the Merger Consideration, and (iii) the termination of the Merger Agreement in accordance with its terms.
Concurrently with the execution of the Merger Agreement, Real, REMAX Holdings, and the holders (the “Real Holders”) of Real Common Shares and Real Equity Awards or other securities or rights convertible into or exercisable or exchangeable for Real Common Shares that collectively represent approximately 16% of the voting power of the issued and outstanding Real Common Shares, entered into a voting and support agreement (the “Real Support Agreement”) pursuant to which, among other things, the Real Holders agreed, subject to the terms of the Real Support Agreement, to (i) vote their Real Common Shares and Real Equity Awards (collectively, the “Real Securities”) in favor of the Arrangement Resolution and any other matter necessary for the consummation of the transactions contemplated in the Merger Agreement, including the Arrangement and the Mergers, and (ii) not transfer their Real Securities, with certain limited exceptions. The Real Support Agreement will terminate upon the earlier of (i) the termination of the Merger Agreement in accordance with its terms and (ii) the First Merger Effective Time.
Concurrently with the execution of the RIHI Merger Agreement, REMAX Holdings and the holders (the “RIHI Holders”) of RIHI’s Series A Common Stock that collectively represent approximately 96.8% of the voting power of the outstanding RIHI common stock, entered into a voting and support agreement (the “RIHI Support Agreement” and together with REMAX Holdings Support Agreement and Real Support Agreement, the “Support Agreements”) pursuant to which, among other things, the RIHI Holders agreed, subject to the terms of the RIHI Support Agreement, to (i) vote the Shares (as defined in the RIHI Support Agreement) in favor of the adoption of the RIHI Merger Agreement and (ii) not transfer the Shares, with certain limited exceptions. The RIHI Support Agreement will terminate (subject to certain exceptions as set forth in the RIHI Support Agreement) upon the earliest of (i) the First Merger Effective Time (as defined in the RIHI Support Agreement), and (ii) the termination of the RIHI Merger Agreement in accordance with its terms.
Each of REMAX Holdings Support Agreement, the RIHI Support Agreement and the RIHI Merger Agreement include a provision that in the event REMAX Holdings enters into a Subsequent Merger Agreement (as defined therein), the terms of such agreement will apply in certain respects with respect to the Subsequent Merger Agreement and the transaction contemplated thereby, subject to the conditions set forth therein.
The foregoing descriptions of REMAX Holdings Support Agreement, the Real Support Agreement and the RIHI Support Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of REMAX Holdings Support Agreement, the Real Support Agreement and the RIHI Support Agreement, which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.
Debt Commitment Letter
Concurrently with the signing of the Merger Agreement, Real entered into a financing commitment letter (the “Commitment Letter”) with Morgan Stanley Senior Funding, Inc. (“MSSF”), Apollo Capital Management, L.P., on behalf of one or more investment funds, separate accounts and other entities owned (in whole or in part), controlled, managed and/or advised by it or its affiliates (“ACM”) and Apollo Global Funding, LLC (“AGF” and, together with ACM, collectively “Apollo”). The Commitment Letter provides for a 364-day senior secured bridge loan facility in an aggregate principal amount of $550 million. The financing commitments of MSSF and Apollo are subject to certain conditions set forth in the Commitment Letter. Real expects the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to consummate the transactions contemplated by the Merger Agreement.
Amendment to Tax Receivable Agreement
Concurrently with the execution of the Merger Agreement, REMAX Holdings and RIHI entered into Amendment No. 1 to the Tax Receivable Agreement (the “TRA Amendment”), pursuant to which, among other things, the Tax Receivable Agreement, dated October 7, 2013, by and between REMAX Holdings and RIHI (the “Tax Receivable Agreement”), will terminate upon the first to occur of the First Merger Effective Time and any other Qualifying Change of Control (as defined in the TRA Amendment), and no Early Termination Payment, Tax Benefit Payment or other payment will be made to RIHI pursuant to the Tax Receivable Agreement. If a Qualifying Change of Control does not occur prior to the date that is eighteen (18) months after the date of the TRA Amendment, the TRA Amendment will be void and have no further force and effect.
The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment, a copy of which is filed as Exhibit I to the Merger Agreement and is incorporated by reference herein.
Cautionary Disclosure Regarding Forward-Looking Statements
This Report of Foreign Private Issuer on Form 6-K 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 (the “Securities Act”) 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 REMAX Holdings, Inc. (“REMAX Holdings”) express an expectation or belief as to future results or events, it is based on Real and/or REMAX Holdings’ current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, neither Real nor REMAX 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 REMAX Holdings’ ability to consummate the proposed transaction on the expected timeline or at all; Real’s and REMAX 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 REMAX 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 REMAX 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 REMAX 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 REMAX 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 REMAX 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 REMAX 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 REMAX 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 REMAX Holdings’ actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Real or REMAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking information contained in this Report of Foreign Private Issuer on Form 6-K. Neither Real nor REMAX 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 Report of Foreign Private Issuer on Form 6-K nor the continued availability of this Report of Foreign Private Issuer on Form 6-K in archive form on Real’s or REMAX 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 REMAX Holdings, Real and REMAX 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 REMAX 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 REMAX Holdings and Real, in each case seeking their respective approval of the proposed transaction and other related matters. This Report of Foreign Private Issuer on Form 6-K is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular or any other document that Real or REMAX 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 REMAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT INFORMATION 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 REMAX 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 REMAX Holdings will be available free of charge on REMAX Holdings’ internet website at https://investors.remaxholdings.com or by contacting REMAX Holdings’ investor relations contact at investorrelations@remax.com. The information included on, or accessible through, Real’s website or REMAX Holdings’ website is not incorporated by reference into this Report of Foreign Private Issuer on Form 6-K or Real’s and REMAX Holdings’ respective filings with the SEC and Canadian securities regulators, as applicable.
Participants in the Solicitation
Real, REMAX 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 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 REMAX 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 “REMAX 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 REMAX Holdings Annual Meeting Proxy Statement. To the extent holdings of such participants in REMAX Holdings’ securities have changed since the amounts described in the REMAX 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 information 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 Report of Foreign Private Issuer on Form 6-K 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 Securities Act and otherwise in accordance with applicable Canadian securities laws.
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 April 27, 2026 | By | /s/ Alexandra Lumpkin |
| Alexandra Lumpkin | ||
| Chief Legal Officer and Vice President | ||
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 2.1* | Arrangement Agreement and Plan of Merger, dated as of April 26, 2026, by and among The Real Brokerage Inc., RE/MAX Holdings, Inc., Rome Wildlife, Inc., Wildlife Acquisition Corp., Wildlife Acquisition I Corp., Wildlife Acquisition II LLC, and 1587802 B.C. Unlimited Liability Company | |
| 10.1* | Voting and Support Agreement, dated as of April 26, 2026, by and among RE/MAX Holdings, Inc., The Real Brokerage Inc. and the stockholder parties thereto. | |
| 10.2* | Voting and Support Agreement, dated as of April 26, 2026, by and among RE/MAX Holdings, Inc., The Real Brokerage Inc. and the stockholder parties thereto. | |
| 10.3* | Voting and Support Agreement, dated as of April 26, 2026 by and among RE/MAX Holdings, Inc. and the stockholder parties thereto. | |
| 99.1 | Memo to The Real Brokerage Inc. employees, dated April 27, 2026 | |
| 99.2 | Memo to The Real Brokerage Inc. agents, dated April 27, 2026 | |
| 99.3 | Conference call transcript dated April 27, 2026 |
* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. Real agrees to furnish supplementally a copy of any omitted annexes, schedules or exhibits to the SEC upon request.
Exhibit 99.1
To: Real Employees
Subject: An exciting step forward for Real
Team,
This morning, we announced that Real has entered into an agreement to acquire RE/MAX Holdings one of the world’s leading franchisors of real estate services.
This is a defining moment for our company, and a major step toward building the platform we’ve always believed the industry needs.
When we founded Real 12 years ago, we set out to build a better model for real estate - one that is more aligned with agents’ needs, powered by technology and built for the future. What we’ve proven is that the model works. And now, once we combine, Real’s platform with the REMAX iconic brand and expansive global franchisee network, we will have 180,000+ agents across more than 120 countries and territories.
What this means for you:
1. More impact
Once we close the transaction, the work you’re doing will reach a much larger audience. We will no longer be building for just 33,000 agents in North America, but for a global network that is 5x larger.
2. More opportunity
As we scale, there will be more opportunities to take on responsibility, grow and help shape the future of our company.
3. A bigger platform to build on
We will have more resources to invest in our products, our infrastructure and our people, which allows us to move faster and think bigger.
What does not change
Nothing about your day-to-day changes today.
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.
Our priorities remain the same.
We continue to focus on building great products and delivering for our agents.
What happens next:
This is Day 1.
There will be a lot to figure out, including integration, alignment and execution, and we will share more as plans develop. For now, the most important thing we can do is stay focused and keep executing.
We’ll be hosting a company-wide town hall today at 2 PM EST to walk through the announcement and answer your questions. In the meantime, please check out our employee FAQs here [INSERT].
We are excited to take the next step for Real. It’s an opportunity for us to scale at speed. We will be expanding our infrastructure, enhancing our capabilities and creating new paths for career growth, collaboration and innovation. This team built something special, and that’s what made this possible.
Thank you for the work you’ve put in to get us to this point. Now we have the opportunity to build something even bigger.
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.
Exhibit 99.2
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.
Exhibit 99.3
Transcript of
The Real Brokerage, Inc.
The Real Brokerage Conference Call
April 27, 2026
Participants
Alix Lumpkin - Chief Legal Officer, The Real Brokerage, Inc.
Tamir Poleg - Chairman and Chief Executive Officer, The Real Brokerage, Inc.
Ravi Jani - Chief Financial Officer, The Real Brokerage, Inc.
Analysts
Ryan McKeveny - Zelman & Associates
Matthew Filek - William Blair & Company
Matthew Erdner - JonesTrading
Naved Khan - B. Riley Financial, Inc.
Tom White - D.A. Davidson & Co.
Presentation
Operator
Good morning, and welcome to The Real Brokerage, Inc. Conference Call to discuss the proposed acquisition of RE/MAX Holdings. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question-and-answer session.
I would now like to turn the call over to Ms. Alix Lumpkin, Chief Legal Officer at Real. Please go ahead.
Alix Lumpkin - Chief Legal Officer, The Real Brokerage, Inc.
Thank you, and good morning, everyone. We appreciate you joining us on short notice. With me on the call today is Tamir Poleg, Chairman and Chief Executive Officer of Real; and Ravi Jani, our Chief Financial Officer. Following our prepared remarks, we’ll open the line for questions.
Please note that this call may contain forward-looking statements within the meaning of applicable securities laws. These statements reflect our current expectations but involve known and unknown risks and uncertainties. Actual results could differ materially from those anticipated. I’d encourage everyone to review the full disclaimer in our press release, investor presentation, and the risk factors in our public filings. Please note that this call is not an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. We urge investors and security holders to read the management information circular and the registration statement on Form S-4, including the proxy statement prospectus that will be contained therein, and all other relevant documents filed with the SEC on EDGAR and with the Canadian Securities Regulators on SEDAR+, or sent to shareholders as they become available because they will contain important information about the proposed transaction.
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In addition, Real, REMAX, and their respective Directors and Executive Officers may be deemed to be participants in any solicitation of proxies in connection with this transaction. Information regarding their interests of these participants can be found in Real and REMAX’s most recent management information circular or proxy statement filed with the SEC on EDGAR and with the Canadian Securities Regulators on SEDAR+. In addition, there’s an accompanying slide presentation for today’s call, which along with our press release and filings with the SEC and on SEDAR+, may be obtained from our website at onereal.com.
With that, I’ll turn it over to Tamir.
Tamir Poleg - Chairman and Chief Executive Officer, The Real Brokerage, Inc.
Thank you, Alix, and good morning, everyone. This morning we announced that Real has entered into a definitive agreement to acquire REMAX. This is a transformational combination, one that unites the most iconic brand and largest franchise network in real estate with the most innovative technology and fastest growing major public real estate brokerage. Together, the Real REMAX Group will be a leading technology-enabled global real estate platform. This is a moment Real has been working towards since our inception.
Real was built on a simple conviction that technology can fundamentally change the economics of real estate for agents, for franchisees, and for consumers. REMAX was built on a different but equally powerful conviction that a trusted brand and an entrepreneurial franchise model can deliver superior results for agents and clients around the world. 50 years of REMAX history validates that model. And we believe that the combination of these two platforms creates something meaningfully differentiated against anything else in the market with significant upside potential.
On a pro forma 2025 basis, the Real REMAX Group would be the fastest growing publicly traded brokerage in the industry with approximately $2.3 billion in revenue and $157 million in adjusted EBITDA. The combined company’s powerful technology, scale, and iconic brand power will drive more value to agents, franchisees, consumers, and shareholders than either company could do alone.
Turning to Slide 5, let me walk through the transaction terms on this slide. We are acquiring REMAX for an enterprise value of $880 million. For Real, the transaction multiple reflects approximately 9.4 times REMAX 2025 adjusted EBITDA before cost energy and 7.1 times after taking into account an expected $30 million of annual run rate cost energies.
Importantly, this transaction is happening in a market environment that remains near a historical trough for existing home sales, meaning REMAX earnings today do not reflect a normalized housing environment. This gives us conviction that this is a compelling entry point with significant earnings upside potential as the market recovers. The transaction structure provides REMAX shareholders with the benefit and optionality of both value upside and value certainty.
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REMAX shareholders can elect to receive 5.15 shares of Real REMAX Group for each REMAX share they own. Alternatively, REMAX shareholders may elect to receive $13.80 per share in cash subject to proration such that the aggregate cash proceeds for REMAX shareholders will be no less than $60 million and no greater than $80 million. Existing Real shareholders will receive one share of the new Real REMAX Group for each Real share owned.
The transaction is expected to close in the second half of 2026 subject to regulatory and shareholder approvals from both companies as well as the approval of the British Columbia Court, Real’s current home jurisdiction. The enthusiasm we and REMAX have for the transaction is clear, with some of the largest shareholders of both companies having already agreed to vote for it. REMAX founders Dave and Gail Liniger have inspired and grown an extraordinary company and their excitement about the combination gives us even greater confidence in the upside we can create together.
On this point, I want to say one thing clearly. The REMAX brand is not changing. REMAX is an iconic, globally recognized franchise and it is an important part of this combined company. We will operate REMAX and Real as distinct businesses under one platform. That is the operating philosophy we are committed to.
Moving to Slide 6. Slide 6 lists the five strategic pillars that underpin the combination. Let me dive into more details on each. Slide 7, first and most fundamentally, this is a combination of two highly complementary businesses. Real brings the growth velocity of a modern AI-enabled asset-light brokerage as well as proprietary technology, a vibrant agent community and a scalable operating model. REMAX brings a global franchise network, significant brand equity and the recurring revenue and compelling margin profile of a capital-light franchisor. These models do not compete, they complement.
Real REMAX Group will be the only major real estate company offering both cloud-based brokerage and global franchise office network. And it will benefit from two of the industry’s strongest agent cultures on one platform. Agents who thrive in the in-office franchise environment can continue to do so under the REMAX brand, and agents who prefer the flexibility and economics of a cloud-based model can continue to do so under Real. Let me share more.
Turning to Slide 8. The combination will create a compelling and differentiated value proposition for every stakeholder in the ecosystem. For agents, this is about choice and better tools. REMAX agents will keep their brand, their franchise model and their existing economics. Real agents will keep their model too. What changes is that both agent groups will now have the support of a significant larger platform. Both will have access to advanced technology, extended product offering and ancillary income streams, including mortgage, title and fintech services. We are not asking agents to change what works for them. We are adding to it. And we believe that that makes agents’ value proposition more.
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For franchisees, we will provide access to our proprietary technology platform, reZEN, to serve as the system of record to manage their back-office brokerage operations. This includes streamlining transaction management processes, reducing manual labor-intensive tasks and ultimately lowering the cost to operate. We will also provide access to our ancillary services, including mortgage and title, to unlock new revenue streams and supplement their existing operations. Two distinct models, one platform, each made stronger by the other. Put simply, the combined platform gives agents and franchisees, more reasons to join and more reasons to stay.
On Slide 9, I want to spend a moment discussing our proprietary technology platform, reZEN, and why we think agents and franchisees across the REMAX network should be excited about the opportunity to leverage this technology in their business. Today, reZEN is used by 100% of Real agents, over 33,000 agents in 50 states and five Canadian provinces, providing a foundation for potential future international expansion and long-term value creation. By automating workflows, leveraging AI, and replacing many capabilities that today are often sourced across several third-party platforms, reZEN offers the ability to significantly reduce franchise operating costs, while simultaneously improving and standardizing transaction and key management workflows.
To give some perspective on what this means in application, Real operates the most efficient brokerage in the public markets, with 94 agents per full-time brokerage employee. The next closest public competitor manages 45, and the industry’s largest public player is at 12. That is a game-changing difference. It’s directly derived from the power of the platform we’ve built over the past decade. We’ve proven it can operate at scale, and we’re eager to grow that reach meaningfully.
On to Slide 10. For consumers, this combination makes one of life’s most complex transactions even simpler. We will continue to roll out HeyLeo, our AI-powered home search portal and AI relationship management platform, to franchisees across the REMAX network over time. This will empower home sellers and home buyers, giving them a smarter, more responsive experience from the very first search. Additionally, through One Real Title, One Real Mortgage, Motto Mortgage, and wemlo, we will bring more integrated ancillary services under one roof. That matters because it gives agents and their clients more control over each transaction with fewer hands-off, faster closings, and a better experience end-to-end.
On Slide 11, you can see from a financial standpoint, REMAX will possess one diversified and durable financial model with increased exposure to high-margin franchise revenue and the opportunity to grow in higher-margin ancillary services. Today, Real revenue is predominantly generated from transaction-based commissions. REMAX, by contrast, generates nearly two-thirds of its revenue from recurring franchise fees and annual dues at high-margins. The combination lifts our blended EBITDA margins from approximately 3% today to approximately 7% pro forma, and that’s before synergies. That is a meaningful structural improvement.
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With that, let me hand it to Ravi to discuss the financial in greater details.
Ravi Jani - Chief Financial Officer, The Real Brokerage, Inc.
Thanks, Tamir, and good morning, everyone. Moving to Slide 12, we expect the transaction to be accretive to Real earnings and adjusted EBITDA margin within the first full fiscal year following close, excluding merger and integration-related expenses. With respect to our balance sheet, we’ve received a $550 million financing commitment arranged by Morgan Stanley and Apollo Global Funding. We would expect to turn this out in the debt or capital markets prior to closing with the proceeds to be used to refinance REMAX’s existing term loan and to fund the cash portion of the transaction and related costs.
In capital allocation, our first priority post-close will be deleveraging. We anticipate reaching our target 2 times net debt-to-adjusted EBITDA leverage ratio by the end of the second fiscal year following closing, supported by the strong cash conversion of both companies. As we deleverage, we will continue to reinvest in technology and growth while returning capital to shareholders via share repurchases to offset dilution, obviously subject to leverage and covenant capacity.
Moving to Slide 13. On synergies, we expect to realize approximately $30 million of annual run rate cost synergies with the majority realized within calendar year 2027. The key areas for synergy realization come from shared services consolidation, corporate and public company costs, and technology and vendor efficiencies. At run rate, that translates to approximately 100 basis points of consolidated margin expansion.
Now, it’s important to note that our plan is grounded in clearly identified synergy opportunities and informed by what we have already demonstrated at Real. For context, over the past 3 years, Real has reduced operating expenses as a percentage of revenue by 470 basis points and expanded adjusted EBITDA margins by 340 basis points. In short, we know how to run a lean scalable platform and we intend to bring that operating discipline to the combined organization.
Moving to Slide 14. We also believe there’s a compelling revenue growth opportunity from leveraging the combined platform, not just from stronger agent and franchisee growth, but across our higher margin mortgage, title, and Real Wallet businesses. We also see significant opportunity to utilize our AI-powered consumer home search portal, HeyLeo, to further nurture and monetize the 1 million annual leads generated across REMAX.com and REMAX.ca. I want to emphasize that the accretion and value we’ve articulated today are not dependent on these revenue synergies. These opportunities represent additional potential upside.
With that, I’ll hand it back to Tamir.
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Tamir Poleg - Chairman and Chief Executive Officer, The Real Brokerage, Inc.
Thank you, Ravi. On to Slide 15. As Ravi said, we know how to run a lean scalable platform and we intend to bring that discipline through the integration process and to the combined organization. Our plan is well-defined and set across four phases. Jenna Rozenblat, our Chief Operating Officer, has been appointed Chief Integration Officer for this transaction. She will lead a joint integration team working to execute with discipline to bring our organizations together. Importantly, the pro forma leadership team will draw the best athletes from both organizations. Nobody understands the franchise business like the team who has built it and run it at REMAX and we intend to leverage that institutional knowledge.
On Slide 16, let me close by stepping back to the bigger picture. Real estate is one of the largest markets in the world and it is in the early stages of technology-driven transformation. We built Real to be the center of that transformation as a platform that serves agents, consumers, and now franchisees. The reZEN platform, Leo AI, Real Wallet, and HeyLeo, these are not just features. They are an operating system purpose-built for real estate professionals and their clients. What REMAX adds to is grant equity, a renowned franchise network, and a global footprint to deploy that operating system at scale. We cannot build it organically in the near-term.
Together, the combined company will have over 180,000 agents, approximately $2.3 billion in revenue, and we believe a fundamentally more compelling long-term earning story. We expect to grow rapidly, operate more efficiently, and deliver more value to every participant in the home buying and selling process, and thereby delivering value to our shareholders. We are excited about what comes next and we are committed to executing this integration with discipline, transparency, and a focus on long-term value creation.
Before I close, I want to take a moment to acknowledge Dave and Gail Liniger. Dave and Gail founded REMAX 53 years ago with a simple but radical idea that agents deserved more. That idea became the most iconic real estate brand in the world. The fact that Dave and Gail support this transaction is not something we take lightly. It tells us that they see in this combination what we see, a path to carry REMAX legacy forward for the next 50 years on a stronger foundation with better tools and with greater reach. We are honored by their confidence and we are committed to delivering on our promises.
With that, I’d like to open the line for questions.
Operator
Thank you. At this time, we will be conducting a question-and-answer session. [Operator Instructions] And the first question today is coming from Ryan McKeveny from Zelman. Ryan, your line is live.
Q: Hey, good morning, guys. Congrats to you on the Real side and congrats to the team on the REMAX side. Exciting news today. So, question for me. So, Tamir, I think you discussed agent economics and kind of on the REMAX side, things stay as they are; on the Real side, they stay as they are. I guess just thinking through the agent value proposition, I know on the REMAX side, they’ve made some transitions and adjustments in different types of plans, including Aspire, with regard to bringing new agents on.
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How should we think about whether the franchisee sees a different go-to-market plan or different possibilities in terms of what they can present to agents on the REMAX side of things? Maybe you can just dig into that a bit from the viewpoint of what changes, what stays the same from the point of view of, let’s say, an agent on the Real side and an agent on the REMAX side? Thank you so much.
Tamir Poleg - Chairman and Chief Executive Officer, The Real Brokerage, Inc.
Sure. Great question. And it’s a big one as well. I think that first and foremost, I think that the REMAX leadership in the past couple of years has done a great job, making sure that, they’re strengthening the value proposition and positioning REMAX to go back to growth in North America. What we will try to do is make sure that we’re operating two individual brands in parallel. So, nothing changes for REMAX, nothing changes for Real in terms of branding and how agents and franchisees and team leaders operate on a day-to-day basis. What we’re trying to do is add on top of that.
The economics for them remains the same, but what we plan on doing is offering the Real technology to all of the REMAX agents and franchisees so that they can leverage that technology in order to run their businesses more efficiently, have a better value proposition for their buyers and sellers, and overall, strengthening the value proposition that REMAX has for agents and franchisees. So, all in all, I think that this combination is the winning one, because we are complementing each other and Real brings to REMAX, what REMAX was trying to build on their own and we’ve been successfully building for the past decade. And I think that that technology is going to play a significant role in how REMAX attracts new franchisees and how franchisees and operators attract agents to their offices.
In terms of branding, two separate brands, but the value proposition is just going to become stronger just because they will be able to offer more tools, more technology, bigger community, more lead exchange possibilities, and just better monetization of their business.
Q: Got it. That’s very helpful. Thank you, Tamir.
Tamir Poleg - Chairman and Chief Executive Officer, The Real Brokerage, Inc.
Thank you.
Operator
Thank you. And the next question will be from Stephen Sheldon from William Blair. Stephen, your line is live.
Q: Hey, everyone. You have Matt Filek on for Stephen Sheldon. Thank you for the questions and congrats on the announcement this morning. As you think about the integration, where do you see the greatest execution risks and how are you planning to mitigate those? And related to integration, how quickly can REMAX agents be onboarded to Real’s tech stack?
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Tamir Poleg - Chairman and Chief Executive Officer, The Real Brokerage, Inc.
Thank you. I think that it’s very important for both management teams to make sure that agents are behind that move and they understand that we’re coming to provide additional value versus taking anything away. So in the short-term, we want to provide stability and make sure that both on the REMAX side, on Real side, everybody understands that it’s business as usual and everything remains the same for them.
In addition to that, once we close the transaction, there will be a team at Real that will be demonstrating and pitching our technology to the franchisees and they will be able to elect whether they want to use it or not. So it’s not mandatory. We’re not going to dictate anything. We’re just going to present them the multiple offers and tools that Real has. And if they choose to elect, we will integrate them. So that will be done pretty much on day one. We will actually start the communication prior to closing, I think, just to get them to be a little bit more familiar with the Real technology. But franchisees that will be interested and agents that will be interested in adopting Real’s technology will be able to do that from day one.
Q: Great. Thank you. And then just as a quick follow-up, could you briefly touch on timing of the announcement? What made you feel like now was the right time for something like this?
Tamir Poleg - Chairman and Chief Executive Officer, The Real Brokerage, Inc.
I think that when you look at the two companies, we’ve been obviously very impressed with REMAX. I’ve known that brand since I was a kid and I always admired it. I think that the two companies are now at a point where our technology has reached the maturity that enables it to go and be rolled out through a network of 150,000 agents worldwide. So, we feel very confident in our ability to actually execute. Real on its side also matured to be a company that is operating at scale. We’re at all 50 states and five Canadian provinces. And once we looked deeper into the two companies, we understood that they’re just complementary. REMAX brings the brand recognition and iconic brand, the scale, the global presence. We bring the technology, the growth. So it was a point in time where we understood that we have what they need and they have what we need. And it’s a good point in time to join forces and build an amazing company together.
Q: Great. Thank you, Tamir.
Operator
Thank you. The next question will be from Matthew Erdner from Jones Trading. Matthew, your line is live.
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Q: Hey, good morning, guys. Congrats to both parties in this transaction. What do you guys envision happening with the non-controlling interests over at REMAX? Obviously, Dave’s behind the transaction, is voting for it. But could you speak a little bit about that and a little more about the structure as you go forward?
Ravi Jani - Chief Financial Officer, The Real Brokerage, Inc.
Yeah. Thanks for the question, Matt. And all the details will be filed in our filings in the agreement and the proxy that Alix mentioned. So happy to get into some of the technical details offline. But the non-controlling interest will be converted into REMAX shareholders and then ultimately merged into the new co, so that’s more of it. The technical mechanics are a little bit more nuanced than that. But you won’t see that non-controlling interest line in the combined company.
Q: Got it. Thank you, guys.
Operator
Thank you. The next question will be from Naved Khan from B. Riley Financial. Naved, your line is live.
Q: Great. Thank you very much. Just curious about maybe the retention rates of the REMAX franchisees. How does that look like? And is it possible to use in Real maybe the retention mechanism where people, franchisees want to move over maybe can be on The Real Brokerage economics and The Real Brokerage model? So that’s the first part of my question.
The second question is around just the potential for maybe tuck-in M&A. Does this current transaction restrain you from engaging in any sort of tuck-in M&A maybe in the title space or mortgage space or such? Thank you.
Ravi Jani - Chief Financial Officer, The Real Brokerage, Inc.
Thanks for the question, Naved. So, I can take the retention rates and M&A, and Tamir, you can address some of the mechanics or post-close vision. But, REMAX has had incredibly strong retention rates. As you know, it’s a franchise model where every year a certain percentage of franchisees are up for renewal. And we’ve been very impressed with the renewal rates in recent years, both in the U.S. and Canada. So, I think given the visibility in the franchisee renewal schedule, we’re pretty excited about the recent track record and the go-forward opportunity to retain our most productive franchisees.
On the M&A side, I think the initial priority will be deleveraging, but we expect to do that quite rapidly. And at the same time, we’ll have the flexibility to return capital, buy back stock, and also explore tuck-in M&A should opportunities arise. But first order of business is getting the transaction closed in finance and then reducing leverage post-close.
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Tamir Poleg - Chairman and Chief Executive Officer, The Real Brokerage, Inc.
And just to add on that, Naved, we have been taking market share from pretty much all of the players in the industry in recent years. We want to make sure that we protect the hard work that REMAX franchisees have put into building their businesses. So there will be measures that we will put in place to make sure that we protect their businesses. And Real does not take agents from REMAX. So, we want to make sure that they understand that. We want to make sure that they understand that we want to protect and grow their businesses. And at the same time, we also want to make sure that we have a very compelling offering for any agent who is not currently with Real or REMAX and is looking for a change, so they find the right model for them under that umbrella of the combined company.
Q: Thank you.
Operator
Thank you. [Operator Instructions] The next question is coming from Tom White from D. A. Davidson. Tom, your line is live.
Q: Great. Thanks. Good morning, Tamir and Ravi. Congrats on the deal. Just two quick ones, I guess, maybe just a follow-up on the last question. Existing franchise agreements at REMAX, I’m just curious if any of them have changed control provisions, and if so, how you expect that might play out with the deal? And then also, I was maybe just hoping for a little bit more background on how the deal came together. Was it just sort of the result of an organic kind of ad hoc discussions, or was there sort of more of a structured process? Thanks.
Ravi Jani - Chief Financial Officer, The Real Brokerage, Inc.
Thanks for the question. Yeah, so there’s no change of control outs or anything in the franchise agreements. So hopefully that helps on the first question. On the second question, I appreciate the question. I think we’ll defer to the proxy when all the details will come out. But needless to say, both companies are very excited about the opportunity ahead to operate and deliver value as a combined company for all of our stakeholders.
Q: Understood. Thanks, guys.
Ravi Jani - Chief Financial Officer, The Real Brokerage, Inc.
Thanks, Tom.
Operator
Thank you. That concludes today’s Q&A session, and this also concludes today’s conference call. A replay will be available on the Investor Relations sections of both company websites. Thank you for your participation and have a good morning.
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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.
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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.
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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.
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