UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 4, 2026
RE/MAX
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-36101 |
|
80-0937145 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
5075
South Syracuse Street
Denver,
Colorado 80237
(Address of principal executive offices, including
Zip code)
(303)
770-5531
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Class
A Common Stock $0.0001 par value per share |
|
RMAX |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On August 4, 2026, RE/MAX Holdings, Inc. (“REMAX”)
and The Real Brokerage Inc. (“Real”) issued a joint press release (the “Press Release”) announcing
the upcoming deadline for holders of REMAX Class A common stock to elect the form of consideration that they wish to receive in connection
with the pending acquisition of REMAX by Real. The deadline for stockholders of record is 5:00 p.m. New York City time on August 18, 2026.
Stockholders who hold shares through a bank, broker or other nominee may be subject to an earlier election deadline in accordance with
the instructions of their bank, broker or other nominee.
A copy of the Press Release is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
Cautionary Disclosure Regarding Forward-Looking
Statements
This Current Report on Form 8-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, Real or REMAX express an expectation or belief as to future results or events, it is based on Real and/or
REMAX’s current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, neither Real nor
REMAX 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’s ability to consummate the proposed transaction
on the expected timeline or at all; Real’s and REMAX’s 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’s
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 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’s 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 Real and REMAX’s expectations regarding revenue growth and profitability and the business, strategic
plans of Real and REMAX and 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 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’s ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective
businesses; slowdowns in real estate markets, economic and industry downturns, Real’s ability to attract new agents and retain current
agents, Real’s inability to successfully launch new products and features; Real’s inability to scale while improving operating
leverage, or inability to successfully execute its strategies, including its strategy related to HeyLeo; possible unfavorable results
in legal proceedings; changes in laws, regulations or the regulatory environment affecting Real’s business; disruptions to Real’s
technology or cybersecurity incidents; and other risk factors detailed from time to time in Real’s and REMAX’s 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’s 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, Annual Information Form dated March 4, 2026, quarterly financial
statements and quarterly management’s discussion and analysis for the period ended March 31, 2026, filed with Canadian securities
regulators and copies of which are available under Real’s SEDAR+ profile at www.sedarplus.ca, including documents that have been
or will be filed, as applicable, 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, are more fully discussed in the proxy statement/prospectus that is included in the Registration Statement
(as defined below) and the Real management information circular that have been filed with the SEC and with the Canadian securities regulators,
as applicable, in connection with the proposed transaction. While the list of factors presented here and in the Registration Statement
and Real management information circular are 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’s actual results of operations, financial condition and liquidity, and the development of new markets or market
segments in which Real or REMAX operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking
information contained in this Current Report on Form 8-K. Neither Real nor REMAX 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 Current Report on Form 8-K nor the continued availability of this Current Report on Form 8-K in archive form on Real’s or
REMAX’s 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, each of Real and REMAX has filed and 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 filed with the SEC on June 12,
2026, as amended on July 7, 2026 (File No. 333-296768) (the “Registration Statement”) that includes a proxy statement
of REMAX and prospectus of Rome Wildlife, Inc. The Registration Statement was declared effective on July 9, 2026, at which time Real filed
its management information circular, REMAX filed a definitive proxy statement and Rome Wildlife, Inc. filed a final prospectus. Real’s
management information circular was mailed to securityholders of Real and the proxy statement/prospectus was mailed to shareholders of
each of REMAX and Real, in each case seeking their respective approval of the proposed transaction and other related matters. This Current
Report on Form 8-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 (as applicable) has filed or 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 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, as well as other filings
containing important information about Real or REMAX, 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 are 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 will be available free of charge on REMAX’s internet website at https://investors.remaxholdings.com or by contacting REMAX’s
investor relations contact at investorrelations@remax.com. The information included on, or accessible through, Real’s website or
REMAX’s website is not incorporated by reference into this Current Report on Form 8-K or Real’s and REMAX’s respective
filings with the SEC and Canadian securities regulators, as applicable.
Participants in the Solicitation
Real, REMAX, 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 www.sedi.ca. Information about the directors and executive officers of REMAX is set forth in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026, as amended by Amendment No. 1 on Form 10-K/A, filed
with the SEC on April 30, 2026 (the “REMAX Annual Report”). Please refer to the sections captioned “Directors,
Executive Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Transactions and Director Independence”
in the REMAX Annual Report. To the extent holdings of such participants in REMAX’s securities have changed since the amounts described
in the REMAX Annual Report, 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, are contained in the Registration Statement, the Real management information circular and the proxy statement/prospectus
and the other relevant materials filed or to be filed with the SEC and Canadian securities regulators, as applicable, if and when they
become available.
No Offer or Solicitation
This Current Report on Form 8-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.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued on August 4, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL) |
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 hereunto duly authorized.
| |
RE/MAX HOLDINGS, INC. |
| |
|
|
| Date: August 4, 2026 |
By: |
/s/ Karri Callahan |
| |
|
Karri Callahan |
| |
|
Chief Financial Officer |
