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)
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.
