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 following is an excerpt from a portion of the transcript of The
Real Brokerage Inc.’s earnings call to discuss financial results for the first quarter of fiscal 2026 held on May 7, 2026:
EXCERPTS FROM TRANSCRIPT OF THE REAL BROKERAGE INC. (“REAL”)
EARNINGS CONFERENCE CALL HELD ON MAY 7, 2026
*****
Tamir Poleg (Real)
Now on REMAX, last week we announced a definitive agreement to acquire
RE/MAX Holdings Inc. in a transaction that implies an enterprise value for REMAX of approximately $880 million as of the transaction announcement
date.
I know this is top of mind for everyone on the call, so let me tell
you why we announced this transaction and why now. At its core, Real REMAX Group will unite an iconic real estate brand and franchise
network with our innovative technology and the fastest growing major public real estate brokerage. Real has built the platform, the technology
and the agent aligned community and economics. REMAX has the brand recognition, the global network and decades of trust with some of the
most productive agents in the business. Together, we believe we can create a platform that is genuinely differentiated and purpose built
to be a leading presence in this industry for the next generation of real estate professionals and entrepreneurs.
The financials are compelling. Based on 2025 results, REMAX generated
approximately $94 million of high margin adjusted EBITDA, mostly from recurring franchise fees, representing a transaction value of roughly
9 times trailing adjusted EBITDA or about 7 times post synergies. As a reminder, these figures are based on results at the bottom of the
housing cycle.
Last year, the combined Real and REMAX networks closed over 700,000
transaction sites in the United States alone. That reflects a significant opportunity to grow our ancillary title and mortgage businesses.
To put some numbers around what that means, we estimate a 1% attachment rate on One Real Mortgage across that addressable transaction
base, would generate approximately $25 million of high margin revenue for the combined company post closing. Similarly, we estimate a
1% attachment rate on title would generate over $10 million of revenue for the combined company. Our goal over time is to be much higher
than 1%, so you can see how these numbers can genuinely transform the P&L over time.
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 given the
brand's strong trust with consumers. REMAX is a brand built on production. The average REMAX agent closes over 10 transactions a year,
roughly double the industry average. These are exactly the kind of high producing, full-time professionals that our technology platform
and ancillary businesses are designed to support.
Meanwhile, the cost synergy opportunity of $30 million is grounded
in real, visible and duplicative costs. Two public company cost structures, shared services, vendor contracts, nothing that we believe
is aspirational. We are standing up our integration team now and we will keep investors updated as we make additional progress.
I also want to speak directly to agents on both sides of this combination,
because I know there are questions about what this means for you. The answer is straightforward. Real and REMAX will continue to operate
as separate brands with separate and distinct value propositions. If you are a REMAX agent who thrives working in office side by side
with your broker-owner and your team, that is not changing. What you can look forward to is access to new technology, tools and services
that Real has built, which will be available to you upon closing.
And if you're a Real agent, you will continue to have all the flexibility
and benefits of our model. Nothing about that changes. These are complementary businesses, each serving different agents in different
ways, soon to be operating under one roof. When you have reZEN as your single system of record, Leo AI helping you run your business everyday,
Real Wallet getting you paid faster with access to lines of credit and integrated title and mortgage services all inside one ecosystem,
it's really hard to walk away from that. Every tool we add makes the platform more valuable, and every agent who joins makes the community
stronger and I think Q1 is showing exactly that.
*****
Jenna Rozenblat (Real)
In March, we named Jason Cassity as Chief Growth Officer, a newly created
executive role designed to accelerate agent growth and continue building one of the industry's most innovative collaborative agent communities.
Before joining our executive team, Jason spent 13 years as a top producing realtor and team leader in San Diego. He also served as a Growth
Ambassador for Real, working closely with agents and leadership to attract top talent and strengthen community engagement. Jason stepped
away from his personal production to ensure that every agent who joins Real and soon the Real REMAX Group has the tools, the technology
and the community they need to achieve their own greatness. Jason will own agent acquisition, activation and engagement strategy across
our markets, partnering closely with our Growth Ambassador network and top teams and agents. We are very excited to welcome him into this
role.
*****
Jenna Rozenblat (Real)
And finally on REMAX. I have taken on the role of Chief Integration
Officer for the combined company and I want to share why I'm so confident that we can deliver significant value both at the company level
and at the individual office level. That confidence comes from our DNA. We've spent over a decade using technology to streamline brokerage
operations at scale, building reZEN, deploying Leo AI and automating workflows that used to require manual intervention. We know how to
run a lean technology enabled brokerage efficiently, and we know how to bring agents onto a platform in a way that enhances their businesses
without disrupting what they have built. That experience is directly transferable to REMAX franchisees and it is the foundation of our
on the ground integration approach.
The REMAX franchise network is filled with thousands of franchisees
who have built incredible businesses and who deserve the best tools, the best support and the best technology the industry has to offer.
I genuinely look forward to working with the REMAX team, agents and franchisees to build the technology enabled real estate platform of
the future together. The opportunity in front of us is significant and I believe we have exactly the right team and foundation to capture
it.
*****
Ravi Jani (Real)
Total operating expenses, including G&A, marketing, R&D and
acquisition related costs were $45.6 million in the first quarter, up 17% from $39.1 million last year. Operating expenses included approximately
$300,000 in expenses related to the REMAX acquisition.
As a percentage of revenue, operating expenses improved to 9.8%, down
approximately 130 basis points from 11.1% a year ago, reflecting our commitment to grow OpEx at a slower pace than revenue and gross profit.
I do want to flag that we expect Q2 operating expenses to reflect a more material step up in REMAX acquisition related costs. We will
break these out as non-recurring items in our disclosures.
*****
Tamir Poleg (Real)
We didn't have to pivot to AI, we didn't white label our way into fintech,
we've built the infrastructure transaction by transaction, agent by agent year after year because we knew that someday technology would
catch up to the vision. That day has arrived and with the REMAX transaction, we will soon have the network and the reach to bring it to
life at a scale that we believe can transform how people buy and sell homes. You cannot vibe code this. You have to dream it, build it
and earn it. And we have spent over a decade doing exactly that. I speak to you today as a CEO, as a Co-Founder and as one of the largest
individual shareholders of this company. I have never been more excited about our future than I'm right now. The opportunity in front
of us is generational, and I deeply believe the best days of this company are ahead of us.
*****
Stephen Sheldon (William Blair & Co. LLC)
First, just wanted to see – I know it's very early, but just
what you can share about the feedback you've received so far from REMAX franchisees on the deal, has there been much pushback? And then
I guess how much interest have they shown [indiscernible] (00:24:02) how much interest have they shown in potentially adopting reZEN and
your broader technology platform since that's something that won't be mandated upon them? I guess, what's kind of the early feedback you're
hearing from that network?
*****
Tamir Poleg (Real)
So, REMAX management has been working very closely with the REMAX network
and the franchisees, and the initial feedback I think was a little bit of a mixed excitement and surprise. I think that naturally people
don't really like change. So at the beginning there was a need to heavily communicate and kind of provide them the background and how
management looks at the combination of the two companies. I think that very quickly it shifted to a lot of excitement on the REMAX network
side and we also heard that many of them are starting to look into reZEN, trying to understand. We received some calls from Real agents
who received calls from REMAX agents who wanted to learn more about the technology. So there's definitely a lot of interest and a lot
of excitement, and we will need to continue and communicate and make sure that there's a lot of clarity around the combination of the
company and the timeline – the companies and the timeline and what will be available to the REMAX network and when, but I think
that there is a lot of support to the combination and the merger of the two companies.
*****
Jason Weaver (JonesTrading Institutional Services LLC)
I believe that you held an internal town hall on the date of the announcement
of the – of the combination. Can you speak about any of the early reads or concerns on agent perceptions around the combination
with REMAX and if you think that might influence any significant churn in the population?
*****
Tamir Poleg (Real)
So, yes, one of the first thing we did on that morning was to speak
to our agent community and invite everybody to a town hall where we presented the transaction and answered a lot of questions. I think
that overall there was just immense enthusiasm and excitement around the transaction. And obviously agents wanted to understand a little
bit better what does it mean for them? Is the model changing? Is anything changing on the technology side? Is there anything changing
on the revenue share program, on the stock purchase program? We told them that nothing changes for now. It's business as usual, obviously.
But we also indicated that this combination will allow us to invest even more in growth in technology and more in just strengthening the
value proposition, both on the Real side – or on the Real model and on the REMAX model. So the initial feedback was very supportive
from Real's agent community.
*****
Jason Weaver (JonesTrading Institutional Services LLC)
Thank you. Good to hear. And then I was wondering if you could speak
to any thoughts of further over the horizon expected synergies upon the longer scale integration of both companies?
*****
Ravi Jani (Real)
But I think as you've seen in other M&A transactions in the sector,
What you underwrite – the transaction queue is based on a – from a synergy standpoint is sort of based on what you can see
before you own the combined company and you can look under the hood and kudos to [ph] Compass (00:30:54), they've done a great job of
executing on their synergies in a very short period of time and I think you've seen in transactions in this sector and other sectors that
once two players combine, there's always more opportunity than you think going in. And so, we underwrote the transaction with $30 million
of synergies. If – once we own the businesses and we get the best athletes together and figure out how the go-forward business looks
for the next decade, could that synergy number change? Yes, of course. And I think we'll be vigilant and thoughtful in how we execute
on that path. But needless to say that Real is a very efficient organization and we will continue to be very efficient as Real REMAX Group.
*****
Tamir Poleg (Real)
Yeah, as I mentioned on my prepared remarks, we think that there's
tremendous opportunity in just expanding title, mortgage and Real Wallet to the REMAX network just with the 700,000 annual transactions
in the US. Just capturing a portion of that will be huge for revenue at a high margin; remax.com and remax.ca generates roughly 1 million
leads a year. Those are high intent leads. Those are folks that visited the websites, looked at properties and wanted to receive more
information. We want to put Leo to work on those websites, so Leo can actually nurture the leads and then hand them over to an agent who's
ready to transact and take the buyers through the process. So we think that there is a potential to monetize significantly over there.
And just generally speaking, I think that coming in with real
growth mindset and just a stronger value proposition for the REMAX side, I think, will help change the trajectory of the growth in
agent count in the US and Canada. We believe that with a stronger value proposition and the right messaging and the right energy, we can
get REMAX back to growing their agent count in North America and obviously create a platform where every agent in North America can find
a home where there is no better alternative for anyone. They can choose either to be on the Real model or on the REMAX model, but they
don't need to search anywhere else for brokerage.
*****
Nick McAndrew (Zelman & Associates)
Maybe you just want to start I think just given the franchising model
of the REMAX business and assuming you're planning on keeping the REMAX fee structure in place, do you see this as a way to reduce the
cyclicality of the business? And I guess just how different is the productivity profile of a legacy REMAX agent versus kind of a more
mature Real agent today?
*****
Ravi Jani (Real)
And Nick, the question was on REMAX fee model and cyclicality, I
mean, I think I can take that and Tamir can address the second part. But for sure, I think the franchise model and you've seen
REMAX's results have been incredibly resilient throughout what's been a four-year downturn at this point. They've done an incredible job
of protecting the bottom line, which reflects that franchise model, which is just stable and largely recurring with long term contracts
with franchisees and so we think it's a really attractive model. It does reduce cyclicality. It does generate high margins in an asset-light
nature. And so, look, there are a million reasons we're excited about the REMAX transaction and the REMAX business. And the little less
cyclicality in the margins and revenue stream is one of the many.
*****
Tamir Poleg (Real)
Yeah. On the productivity profile, REMAX agents in 2025 closed around
10.3 transactions per agent on average. Real side was around six and I believe we were number three in the industry. So obviously the
REMAX agent productivity is way up there and by far the best in the industry. And this is significantly important when we're talking about
the potential for ancillary services attachment because every agent that's opting to a title JV or uses One Real Mortgage is a potential
to drive 2 times more transactions compared to a Real agent or any other agent in the industry on average. So we don't necessarily only
think about the number of agents that REMAX has, we think about the number of transactions that those agents are bringing.
*****
Nick McAndrew (Zelman & Associates)
And then maybe just one on the cost side, just thinking about the head
count efficiency. I think moving to 85 to 1 from 94 to 1 last quarter. And I guess just when you think about transitioning REMAX franchisees
and agents onto reZEN, does the scale of the REMAX network meaningfully accelerate some of the internal AI investments you've already
done in brokerage ops just given that larger agent base?
*****
Ravi Jani (Real)
I don't think they're necessarily related, right, because the technology
we're building is really quite scalable, right. It's already being used by 30,000-plus agents across North America and bringing on another
75,000 in North America, it's not going to require a commensurate increase in our investment. I mean, technology is scalable by definition.
I think the continued business – we'll continue to invest heavily in AI, in fact, because that's in our DNA and that's our competitive
moat. But I don't think it's going to significantly change the level of intensity of investment and that's because it's already quite
intense relative to peers and relative to our own budget.
With that being said, on the head count efficiency ratio, I did
want to just point out that it is going to be largely P&L neutral. It's – it was a conversion of certain contractor roles to
full-time employees, which Jenna mentioned in her script. It's really to drive better service, better local market expertise and also
the brokers that we brought on as full-time employees, a proportion of their compensation is going to be tied to driving ancillary attachment
in their market. So I think it's a win-win for our brokers, for our agents and for the company.
*****
Tamir Poleg (Real)
I also have to mention that following the announcement of the –
of joining forces with REMAX, we have seen tremendous inbound inquiries related to growth and a lot of interest and our agents are having
a lot of conversations with people that are interested in joining. So, we believe that once we close the transaction or even before that,
we will see an uptick in growth and that uptick will very likely also be coming from agents that are more productive, care more about
the branding, care more about being affiliated with a more established name and I think that, that move establishes us as obviously one
of the top brokerages, but it gives a lot of comfort to agents that are on higher end markets.
*****
Ravi Jani (Real)
Tamir, you addressed this a little bit in your prepared remarks, but
how will Real increase revenue from the REMAX acquisition?
*****
Tamir Poleg (Real)
We believe that it starts with improving the value proposition for
agents and franchisees and as you know, Real has been one of the only major publicly traded brokerages who consistently delivered strong
organic growth through both strong and weak housing markets. And we believe that comes from the combination of our technology platform,
our flexible model and highly collaborative agent community. So by bringing tools like reZEN and Leo AI, Real Wallet and our integrated
services into the arsenal of REMAX franchisees and agents, we believe we can help drive stronger agent attraction, retention and franchise
growth. But beyond that, as I noted in my prepared remarks, the scale of the combined network creates a meaningful opportunity to grow
our high margin mortgage title and fintech businesses, while creating new revenue streams from website leads and just monetizing those
website leads. And while the transaction economics don't depend on these revenue opportunities, we certainly will be focusing on delivering
them.
*****
Ravi Jani (Real)
So, we're approaching leverage very conservatively and we're encouraged
because both businesses are highly cash generative, they're asset-light. REMAX brings recurring franchise revenue, which creates a lot
of visibility into the future free cash flow of the company and so, our first capital allocation priority post close will be deleveraging
and we expect to reach the 2 times net debt to adjusted EBITDA by the end of the second full fiscal year following close and as we delever,
we'll see both a stronger balance sheet and stronger earnings as we reduce the associated interest expense. And so, we think the debt
balance is quite manageable. Even pro forma post-close the leverage of the business will be lower than REMAX standalone. And so, that's
on a net leverage ratio basis. And so we'll continue to have the ability to invest in our agents, in our franchisees, in the tech platform
and ancillary businesses. So full speed ahead on that while having significant cash to delever.
The next question for Jenna. What is the plan to transition REMAX agents
onto the Real platform? Will there be any changes to the model?
*****
Jenna Rozenblat (Real)
So first, Real and REMAX are going to continue operating as distinct
brands with their distinct models and value propositions. There's not going to be any forced migration of REMAX agents or franchisees
onto the Real model. They'll stay completely separate. What this does open up, though, however, is access to the technology and services
that we've built to help make agents' jobs easier and more efficient. That includes our proprietary software reZEN, Leo AI, Real Wallet,
ancillary services and consumer lead generation tools. And these tools are the same tools powering Real's operations. So franchisees stand
to benefit from the same operational efficiency that we've built into our own business.
*****
Ravi Jani (Real)
What is the projected timeline to complete the acquisition of REMAX
and what are your three largest hurdles pertaining to the deal during this period of time?
*****
Tamir Poleg (Real)
On timeline, we expect to file the necessary documents over the next
few weeks. The transaction, as you know, requires shareholder approvals on both sides and standard regulatory clearances. So based on
typical timelines of – for transactions of this type, we are targeting a close in the second half of the year as we communicated
before and we will provide a more specific window as we get further into the process.
On the three biggest things we are focused on, first, it's ensuring
agent and franchisee retentions through the transition. REMAX network has built very deep relationships with the franchisees over many,
many decades. The most important thing we can do between signing and closing is to communicate very clearly and demonstrating to REMAX
agents and franchisees as well and also Real agents that their businesses are going to be better and not disrupted by this combination.
And if we do that well, we hope that retention piece will just take care of itself.
Second, operational stability on day one. When we close, agents and
franchisees on both sides of the combination – combination need to wake up and find their businesses running exactly as they were
the day before. This is a non-negotiable for us at this point, and we are doing the integration planning work now before we close so that
the day of close is going to be a boring day in the best possible way.
And then I would say, third, just being laser focused on delivering
the synergies. We were targeting $30 million in run rate savings grounded in Real duplicative overhead and corporate costs. But synergies
don't realize themselves, we need to work for that. They require thoughtful decisions. They require a disciplined execution and organizational
alignment. We have a clear road map and we are holding ourself accountable to it. So those are the three and we think about them honestly
all day, every day.
*****
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. (“REMAX 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 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 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 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 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.
