Real Brokerage (REAX) wins strong approval for RE/MAX deal, forming Real REMAX Group
Rhea-AI Filing Summary
The Real Brokerage Inc. reported that its securityholders approved the previously announced arrangement to acquire RE/MAX Holdings, Inc., moving toward formation of Real REMAX Group, a combined technology-enabled global real estate platform. At Real’s special meeting, shareholders representing 135,750,781 common shares, or 62.29% of outstanding shares as of the record date, were present or represented by proxy, alongside significant participation from optionholders and RSU holders.
The acquisition resolution received 99.01% of votes cast by shareholders, with 1,339,216 votes (0.99%) against. When shareholders, optionholders and RSU holders voted together as a single class, 98.91% supported the transaction. Holders of approximately 78.8% of the voting power of RE/MAX Holdings common stock also approved the deal. Closing remains subject to specified conditions, including a final order from the Supreme Court of British Columbia, and is expected within the next couple of weeks. The combined company is projected to have about $2.3 billion in pro forma 2025 revenue and $157 million in Adjusted EBITDA before synergies, supporting more than 180,000 real estate professionals across more than 120 countries and territories.
Positive
- Securityholders of Real and RE/MAX Holdings strongly backed the business combination, with approval levels of 99.0% at the Real shareholder level and 98.9% when including optionholders and RSU holders.
- The combined Real REMAX Group is projected to generate approximately $2.3 billion in pro forma 2025 revenue and $157 million in Adjusted EBITDA before synergies, indicating substantial operating scale.
- Upon closing, Real REMAX Group will support more than 180,000 real estate professionals in over 120 countries and territories, creating a large global real estate platform.
Negative
- None.
Key Figures
Common shares represented at meeting: 135,750,781 shares
Shareholder approval of arrangement: 99.01% for; 0.99% against
Combined class approval (shares, options, RSUs): 98.91% for; 1.09% against
+5 more
8 metrics
Common shares represented at meeting
135,750,781 shares
Representing 62.29% of outstanding common shares as of the record date
Shareholder approval of arrangement
99.01% for; 0.99% against
Votes cast by Real shareholders on the acquisition resolution
Combined class approval (shares, options, RSUs)
98.91% for; 1.09% against
Votes cast by shareholders, optionholders and RSU holders voting as a single class
RE/MAX voting power approving deal
78.8%
Approximate voting power of RE/MAX Holdings common stock voting in favor of acquisition
Pro forma 2025 revenue
$2.3 billion
Projected revenue for combined Real REMAX Group before synergies
Pro forma 2025 Adjusted EBITDA
$157 million
Projected Adjusted EBITDA for combined company before synergies
Real estate professionals supported
More than 180,000
Professionals across more than 120 countries and territories after closing
Options and RSUs represented
8,510,882 options; 10,057,012 RSUs
82.37% of options and 24.51% of RSUs outstanding at record date
Key Terms
arrangement, Adjusted EBITDA, management information circular, termination fee, +2 more
6 terms
arrangement regulatory
"approved the previously announced arrangement of the Company in connection with the proposed business combination"
An arrangement is a formal agreement or structured plan between two or more parties that spells out who will do what, when, and under what conditions for a transaction or ongoing relationship. For investors it matters because arrangements set the practical rules that drive cash flow, ownership, risk and timing—like a blueprint or recipe for how a deal will play out—so understanding them helps predict a company’s future value and potential surprises.
Adjusted EBITDA financial
"With approximately $2.3 billion in pro forma 2025 revenue and $157 million in Adjusted EBITDA before synergies"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
management information circular regulatory
"as described in the Company’s management information circular dated July 9, 2026"
A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.
termination fee financial
"including in circumstances requiring Real or RE/MAX Holdings to pay a termination fee"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
registration statement on Form S-4 regulatory
"registration statement on Form S-4 filed with the SEC on June 12, 2026"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
forward-looking statements regulatory
"This press release contains "forward-looking statements" and “forward-looking information”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
What did Real Brokerage (REAX) securityholders approve at the August 14, 2026 special meeting?
Securityholders approved an arrangement for Real Brokerage to acquire RE/MAX Holdings, forming Real REMAX Group. The special resolution received 99.01% support from shareholders and 98.91% support when shareholders, optionholders and RSU holders voted together as a single class.
How did RE/MAX Holdings securityholders vote on the acquisition by Real Brokerage (REAX)?
Holders of approximately 78.8% of the voting power of RE/MAX Holdings common stock voted to approve the acquisition. This approval, alongside Real’s vote, advances the proposed Real REMAX Group combination toward closing, subject to remaining conditions.
What is the expected scale of Real REMAX Group after the Real Brokerage (REAX) and RE/MAX merger?
The combined company is projected to have about $2.3 billion in pro forma 2025 revenue and $157 million in Adjusted EBITDA before synergies, supporting more than 180,000 real estate professionals in over 120 countries and territories.
What closing conditions remain for the Real Brokerage (REAX) and RE/MAX Holdings transaction?
Completion remains subject to specified closing conditions, including obtaining the final order of the Supreme Court of British Columbia approving the arrangement aspects of the deal. The parties expect closing shortly after all conditions are satisfied, targeted within the next couple of weeks.
How many options and RSUs participated in the Real Brokerage (REAX) vote on the RE/MAX deal?
Optionholders representing 8,510,882 options and RSU holders representing 10,057,012 RSUs participated, equating to 82.37% of outstanding options and 24.51% of outstanding RSUs as of the record date for the special meeting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
