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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): August 14, 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:
| ¨ | 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 5.07. Submission of Matters to a Vote of Security Holders.
On August 14, 2026, RE/MAX Holdings, Inc. (the “Company”)
held a virtual special meeting of stockholders (the “Meeting”). At the Meeting, stockholders voted on the matters described
in the joint proxy statement/prospectus and management information circular filed with the U.S. Securities and Exchange Commission on
July 9, 2026, as supplemented on August 6, 2026, (together, the “Proxy Statement”).
As of the record date for the Special Meeting, there were 21,317,742
shares of Class A common stock of the Company (“Class A Common Stock”) and one share of Class B common stock
of the Company (“Class B Common Stock”) outstanding and entitled to vote at the Meeting. At the Meeting, a total
of 14,325,635 shares of Class A Common Stock and one share of Class B Common Stock, representing approximately 79.36% of the
voting power of the outstanding shares entitled to vote at the Meeting, were present in person or represented by proxy at the Meeting,
constituting a quorum to conduct business.
The following is a summary of the matters voted upon at the Meeting
and the final voting results for each such matter :
Proposal 1: A proposal to approve the issuance of shares of Class A
common stock of the Company to stockholders of RIHI, Inc. (“RIHI”) pursuant to the Agreement and Plan of Merger by and
among the Company, RIHI, Rhino Merger Sub I, Inc., and Rhino Merger Sub II, LLC.
The Company's stockholders approved Proposal 1, with voting results
as follows:
| Votes For |
|
Votes Against |
|
Votes to Abstain |
|
Broker Non-Votes |
| 26,660,357 |
|
169,623 |
|
55,255 |
|
— |
Proposal 2: A proposal to adopt the Arrangement Agreement and
Plan of Merger by and among the Company, The Real Brokerage Inc. (“Real”), Rome Wildlife, Inc., Wildlife Acquisition
I Corp., Wildlife Acquisition II LLC and 1587802 B.C. Unlimited Liability Company (as may be amended, modified, supplemented or waived
from time to time, the “Merger Agreement”).
The Company's stockholders approved Proposal 2, with voting results
as follows:
| Votes For |
|
Votes Against |
|
Votes to Abstain |
|
Broker Non-Votes |
| 26,681,107 |
|
149,866 |
|
54,262 |
|
— |
Proposal 3: A proposal to approve, by advisory, nonbinding vote,
certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the transactions
contemplated by the Merger Agreement and the agreements and understandings pursuant to which such compensation may be paid or become payable.
The Company’s stockholders approved, on an advisory, nonbinding
basis, Proposal 3, with voting results as follows:
| Votes For | |
Votes Against | |
Votes to Abstain | |
Broker Non-Votes |
| 26,167,320 | |
654,339 | |
63,576 | |
— |
Proposal 4: A proposal to approve adjournments of the Meeting,
if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve Proposal
1 or Proposal 2.
The Company's stockholders approved Proposal 4, though approval was not necessary in light of the approval of Proposals 1 and 2, with
voting results as follows:
| Votes For | |
Votes Against | |
Votes to Abstain | |
Broker Non-Votes |
| 26,175,741 | |
598,699 | |
110,795 | |
— |
No other matters were considered and voted on by the Company’s
stockholders at the Meeting.
Item 7.01. Regulation FD Disclosure.
On August 14, 2026, the Company and Real issued a joint press
release announcing the votes cast at the Meeting and the Real special meeting, a copy of which is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such filing. The Company does not
incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in
any of the Exhibits attached hereto.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description |
| 99.1 |
Joint Press Release of RE/MAX Holdings, Inc. and The Real Brokerage, Inc., dated August 14, 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 14, 2026 |
By: |
/s/ Karri Callahan |
| |
|
Karri Callahan |
| |
|
Chief Financial Officer |
Exhibit 99.1
Real and RE/MAX Holdings Securityholders Approve
Proposed Combination
Securityholder approval moves Real and RE/MAX
Holdings closer to creating Real REMAX Group, a leading technology-enabled global real estate platform built on decades of trust and
innovation
MIAMI and DENVER — (Aug. 14, 2026) – The
Real Brokerage Inc. (NASDAQ: REAX) (“Real”), a leading technology-powered real estate brokerage, and RE/MAX Holdings, Inc.
(NYSE: RMAX) (“RE/MAX Holdings”), the parent company of RE/MAX, LLC (“REMAX”), one of the world’s leading
franchisors of real estate brokerage services, announced that securityholders of both companies approved Real's proposed acquisition
of RE/MAX Holdings at their respective special meetings of securityholders held today.
Upon closing, the combined company will operate as Real REMAX Group,
a holding company that brings together Real’s technology-powered brokerage platform and entrepreneurial community with REMAX’s
iconic global brand and franchise network.
“We’re grateful for the strong support from securityholders
of both companies, and appreciate the confidence this signals in our vision for a more connected, innovative real estate ecosystem,”
said Tamir Poleg, Chairman and Chief Executive Officer of Real. “Together, through Real REMAX Group, we’ll have the scale,
talent and resources to invest more, build faster and create even greater value for the more than 180,000 real estate professionals who
choose our brands, and for the clients they serve.”
Erik Carlson, Chief Executive Officer of RE/MAX Holdings, added, "Today's
vote is an important milestone for REMAX franchise owners and the broader REMAX network. This combination provides the opportunity to
strengthen the value for Broker/Owners and their agents while preserving the entrepreneurial culture, local leadership and trusted REMAX
brand that have fueled success for more than 50 years."
The special resolution approving the previously announced arrangement
was approved by approximately (i) 99.0% of the votes cast by Real shareholders, and (ii) 98.9% of the votes cast by Real shareholders,
optionholders and restricted share unit holders, voting together as a single class. Holders of approximately 78.8% of the voting
power of RE/MAX Holdings common stock voted to approve the acquisition. Details of the votes will be available in Real’s Form 6-K
and RE/MAX Holdings’ Form 8-K filings, each of which will be filed with the SEC, and Real’s report of voting results which
will be filed on SEDAR+.
The transaction remains subject to the satisfaction of specified closing
conditions, including obtaining the final order of the Supreme Court of British Columbia approving the arrangement aspects of the transaction.
The parties expect the transaction to close shortly after satisfaction of all closing conditions, which is expected to take place in
the next couple of weeks.
Upon closing, Real REMAX Group will support more than 180,000 real
estate professionals across more than 120 countries and territories. With approximately $2.3 billion in pro forma 2025 revenue and $157
million in Adjusted EBITDA before synergies, the combined company will have the scale and financial strength to invest in technology,
AI, education and innovation while continuing to support the distinct brands, business models and communities that have made Real and
RE/MAX Holdings leaders in real estate.
About Real
Real (NASDAQ: REAX) is a real estate experience company working to
make life’s most complex transaction simpler. 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 U.S. states and across Canada, Real supports over 36,000 agents who use its digital brokerage platform and tight-knit professional
community to power their own forward-thinking businesses.
About RE/MAX Holdings, Inc.
RE/MAX Holdings, Inc. (NYSE: RMAX) is one of the world’s leading
franchisors in the real estate industry, franchising real estate brokerages globally under the REMAX® brand, and mortgage brokerages
within the U.S. under the Motto® Mortgage brand. REMAX was founded in 1973 by Dave and Gail Liniger, with an innovative, entrepreneurial
culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Now with more than
145,000 agents in nearly 8,500 offices and a presence in more than 120 countries and territories, nobody in the world sells more real
estate than REMAX, as measured by total residential transaction sides. Dedicated to innovation and change in the real estate industry,
RE/MAX Holdings launched Motto Franchising, LLC, a ground-breaking mortgage brokerage franchisor, in 2016. Motto Mortgage, the first
and only national mortgage brokerage franchise brand in the U.S., has offices across more than 40 states.
Forward-Looking Statements
This press release contains "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,
and the United States Private Securities Litigation Reform Act of 1995. 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
“anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”,
“potential”, “project”, and similar expressions or future or conditional verbs such as “could”, “may”,
“should”, “will” and “would”. Such forward-looking statements/forward-looking information include,
but are not limited to, statements regarding the anticipated 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 proposed transaction and
the expected timeline; and the ability to satisfy all closing conditions, including the receipt of required approvals for the proposed
transaction. These statements inherently involve numerous risks, uncertainties, and assumptions 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 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
as to future results will be achieved or accomplished. Significant 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 remaining necessary regulatory approvals, including the final order of
the Supreme Court of British Columbia, in a timely manner and the risk that such approvals are not obtained or are obtained subject to
conditions that are not anticipated; the risk that a condition of closing of the proposed transaction may not be satisfied or that the
closing of the proposed transaction may not otherwise 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; 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; disruption to our technology or cybersecurity incidents; and other risk factors detailed from time to time in Real’s
and RE/MAX Holdings’ reports filed with the SEC, including Real’s annual report on Form 40-F, 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, reports on Form
8-K and other documents filed with the SEC, copies of which are available at www.sec.gov, 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 and quarterly financial statements and quarterly
management’s discussion and analysis for the period ended June 30, 2026, copies of which are available under Real’s SEDAR+
profile at www.sedarplus.ca, as well as 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 joint proxy statement/prospectus and management information circular of Real and RE/MAX Holdings dated
July 9, 2026, as supplemented on August 6, 2026 (together the “Circular”) and 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 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 is, and the list of factors presented in the Circular and in the Registration Statement 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 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 press release. 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
press release nor the continued availability of this press release 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.
Real Inquiries
Investor Relations
Loren Irwin
Director, Investor Relations and Financial Reporting
investors@therealbrokerage.com
908.280.2515
Media Relations
press@therealbrokerage.com
RE/MAX Holdings Inquiries
Investor Relations
Joe Schwartz
SVP, Finance & Investor Relations
investorrelations@remax.com
Media Relations
mediarelations@remax.com
