Filed by The Real Brokerage Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject Company: RE/MAX Holdings, Inc.
(Commission File No. 001-36101)
The Real Brokerage Inc. Announces Filing and
Mailing of Meeting Materials for the
Special Meeting of Securityholders to be held on August 14, 2026
MIAMI,
July 10, 2026 – The Real Brokerage Inc. (NASDAQ: REAX) (“Real”)
announced today that it has filed its notice of meeting, management information circular (the “Circular”) and related
documents (collectively, the “Meeting Materials”) with securities regulators in connection with the special meeting
(the “Meeting”) of the holders (“Shareholders”) of common shares of Real (“Shares”),
the holders (“Optionholders”) of options to purchase Shares (“Options”) and the holders (“RSU
Holders”, and together with the Shareholders and Optionholders, “Securityholders”) of restricted share units
of Real (“RSUs”). The Meeting Materials are being mailed to Securityholders and can also be accessed on Real’s
website at www.onereal.com in the Investors-Events & Presentations section and on Real’s SEDAR+ profile at www.sedarplus.ca
and on EDGAR at www.sec.gov.
Meeting Details
The Meeting will be held virtually on Friday,
August 14, 2026, at 10:00 a.m. (Eastern Time) at www.virtualshareholdermeeting.com/REAXSPECIAL2026. Only Securityholders of record as
of the close of business on June 29, 2026, the record date for the Meeting, are entitled to receive notice of, attend and vote at, the
Meeting.
At
the Meeting, Securityholders will be asked to pass a special resolution (the “Arrangement Resolution”) approving
an arrangement (the “Arrangement”) involving Real, Rome Wildlife, Inc. (“New Wildlife”) and 1587802
B.C. Unlimited Liability Company (“Bidco”), whereby (i) the issued and outstanding Shares will be consolidated on a
10-for-1 basis (the “Share Consolidation”), (ii) Shareholders will then transfer all of their resulting Shares to Bidco
for shares of common stock of New Wildlife (“New Wildlife Common Stock”) on a one-for-one basis, such that Real will
become a wholly owned subsidiary of Bidco, and (iii) taking into account the Share Consolidation, all of the outstanding Options and RSUs
will be exchanged for replacement options and restricted share units of New Wildlife and cancelled, all in accordance with the terms of
the Arrangement Agreement and Plan of Merger, dated as of April 26, 2026, among Real, RE/MAX Holdings, Inc. (“REMAX”),
New Wildlife, Wildlife Acquisition I Corp. (“Merger Sub I”), Wildlife Acquisition II LLC (“Merger Sub II”)
and Bidco, as amended on June 12, 2026 (as may be further amended, modified, supplemented or waived from time to time, the “Merger
Agreement”).
Following
the effectiveness of the Arrangement, Merger Sub I will merge with and into REMAX (the “First Merger”), with
REMAX surviving the First Merger as a wholly owned subsidiary of New Wildlife, and then REMAX 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. Pursuant to the First Merger, each share of Class A common stock of REMAX
issued and outstanding immediately prior to effective time of the First Merger (including shares of Class A common stock of REMAX issued
in connection with the Rhino Merger (as defined in the Merger Agreement), and other than certain shares as described in the Merger Agreement)
will be converted into the right to elect to receive either 5.150 (to be adjusted prior to the effective time of the First Merger to reflect
the Share Consolidation by dividing 5.150 by 10) shares of New Wildlife Common Stock or $13.80 in cash, subject to proration such that
the aggregate cash proceeds to be delivered to the REMAX stockholders who make an election to receive cash pursuant to the Merger Agreement
will be no less than $60 million and no greater than $80 million (the “Merger Consideration”), as determined pursuant
to the election and allocation procedures in the Merger Agreement (all actions and transactions contemplated by the Merger Agreement,
including the Arrangement, the Mergers, and the Rhino Merger together, the “Contemplated Transactions”).
As a result of the Contemplated Transactions,
Real and REMAX will become wholly owned subsidiaries of New Wildlife, which will be renamed “Real REMAX Group Inc.” concurrently
with the consummation of the Contemplated Transactions.
Board Recommendation
After
careful consideration, the board of directors of Real (the “Real Board”) unanimously determined, among other
things, that (i) the Arrangement and the entering into of the Merger Agreement is in the best interests of Real and that the Arrangement
and the Contemplated Transactions (including the Mergers) are fair, from a financial point of view, to Real Securityholders, and (ii)
the payment of the Merger Consideration and the issuance of shares of New Wildlife Common Stock by New Wildlife to the holders of shares
of REMAX common stock (including shares of REMAX Class A common stock issued in connection with the Rhino Merger) (the “Stock Issuance”)
is advisable and in the best interests of Real.
The Real Board unanimously approved,
among other things, (i) the entering into of the Merger Agreement, including the Plan of Arrangement, (ii) subject to the approval of
Real Securityholders, the Arrangement, and (iii) the Stock Issuance upon closing of the Contemplated Transactions.
The Real Board unanimously recommends
that Real Securityholders vote “FOR” the Arrangement Resolution.
For the factors considered by
the Real Board in reaching its decision to approve the Merger Agreement and to recommend the Arrangement Resolution, see the section entitled
“The Contemplated Transactions — Recommendation of the Real Board; Real’s Reasons for the Contemplated Transactions,”
in the Circular.
Your vote is important. The Real Board unanimously
recommends that Securityholders vote FOR the Arrangement Resolution. The deadline for voting by proxy is 10:00 a.m. (Eastern Time) on
August 12, 2026.
How to Vote
| |
Registered
SHAREholders,
OPTIONHOLDERS &
RSU HOLDERS |
Beneficial
SHAREholders
(Shares Held With a Broker, Bank or Other Intermediary) |
| Internet |
www.proxyvote.com |
www.proxyvote.com |
| Telephone |
1-800-474-7493 (English) or
1-800-474-7501 (French) |
Dial
the applicable number listed on the voting instruction form. |
| Mail |
Return
the proxy form in the enclosed business reply envelope. |
Return
the voting instruction form in the enclosed envelope. |
Questions & Voting Assistance
Securityholders who have questions about the Meeting or require assistance
with voting may contact Real’s proxy solicitation agent, MacKenzie Partners, Inc.:
Toll Free in North America | 1-800-322-2885
For Collect Calls outside North America | 212-928-5500
By Email | proxy@mackenziepartners.com
Cautionary Disclosure Regarding Forward-Looking
Statements
This press release 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, Real
expresses an expectation or belief as to future results or events, it is based on Real’s current plans and expectations, expressed
in good faith and believed to have a reasonable basis. However, Real cannot 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: the
parties’ abilities to consummate the proposed transaction on the expected timeline or at all; the parties’ abilities 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; the parties’ abilities 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 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 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 parties’ expectations regarding revenue growth and
profitability and the business, strategic plans of Real or 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 our business; disruptions to our technology or cybersecurity incidents; and other risk factors detailed from time to time in
Real’s reports filed with the SEC, including Real’s annual report on Form 40-F, current reports on Form 6-K and other documents
filed with the SEC and Real’s reports filed with Canadian securities regulators, including 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 and the Circular, copies of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca, as well 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, are more fully discussed in the Circular and in the proxy statement/prospectus that is included in the
Registration Statement that have been filed with the Canadian securities regulators and with the SEC, as applicable, in connection with
the proposed transaction. While the list of factors presented here is, and the list of factors presented in the Circular and in the Registration
Statement is, 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 actual results of operations,
financial condition and liquidity, and the development of new markets or market segments in which Real operates, may differ materially
from those made in or suggested by the forward-looking statements/forward-looking information contained in this press release. Real does
not assume 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 press release nor the continued availability of this press release in archive
form on Real’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, Real and REMAX have filed and will file relevant materials with the SEC and Canadian securities regulators,
as applicable, including the Circular, 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 New Wildlife. The registration statement was declared effective on July 9, 2026, at which time Real filed the
Circular, REMAX filed a definitive proxy statement and New Wildlife filed a final prospectus. The Circular is being mailed to
securityholders of Real and the proxy statement/prospectus is being 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 press release is not a substitute for
the Circular, Registration Statement, the proxy statement/prospectus, 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 CIRCULAR, THE REGISTRATION STATEMENT, 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 Circular, the Registration Statement 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 are 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 press release 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 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 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 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 press release 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.
About Real
Real (NASDAQ: REAX) is a real estate experience
company working to make life’s most complex transaction simple. The fast-growing company combines essential real estate, mortgage
and closing services with powerful technology to deliver a single seamless end-to-end consumer experience, guided by trusted agents. With
a presence in all 50 states throughout the U.S. and Canada, Real supports over 35,000 agents who use its digital brokerage platform and
tight-knit professional community to power their own forward-thinking businesses. Additional information can be found on its website at
www.onereal.com.
|
Contact Information
For additional information, please contact:
Loren Irwin
Director, Investor Relations and Financial Reporting
investors@therealbrokerage.com
908.280.2515
For media inquiries, please contact:
press@therealbrokerage.com
201.564.4221 |
