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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): September 30, 2025
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:
| ¨ | 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 1.01 Entry Into a Material Definitive Agreement.
On September 30, 2025, RE/MAX, LLC (the “Borrower”)
and RMCO, LLC (“RMCO”) entered into the Second Amendment (the “Amendment”) to the Second Amended and Restated
Credit Agreement, dated as of July 21, 2021, among the Borrower, RMCO, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) as
administrative agent, and the various lenders party thereto (the “Credit Agreement”).
The Amendment extends the maturity date of the
revolving facility under the Credit Agreement from June 21, 2026 to April 21, 2028.
All other terms and conditions of the Credit Agreement
remain the same.
The Borrower is a wholly-owned subsidiary of RMCO.
RMCO is controlled and managed by RE/MAX Holdings, Inc.
The foregoing summary of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creating of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Amendment set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Second Amendment, dated September 30, 2025, to the Second Amended and Restated Credit Agreement, dated as of July 21, 2021, by and among RE/MAX, LLC; RMCO, LLC; the several lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent |
| 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: October 1, 2025 |
By: |
/s/ Karri Callahan |
| |
|
Karri Callahan |
| |
|
Chief Financial Officer |
