Court clears RE/MAX (NYSE: RMAX) sale to Real as closing nears

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. (RMAX) reported that The Real Brokerage Inc. and RE/MAX Holdings received the final order from the Supreme Court of British Columbia approving the court-supervised arrangement for their previously announced business combination under the Arrangement Agreement and Plan of Merger dated April 26, 2026, as amended June 12, 2026. Securityholders of both Real and RE/MAX Holdings approved Real’s proposed acquisition of RE/MAX Holdings at special meetings held on August 14, 2026. Subject to satisfaction or waiver of remaining closing conditions, the parties expect the transaction to close on August 24, 2026. The disclosure is furnished under Regulation FD and accompanied by a joint press release describing the transaction framework and related forward-looking statement and risk-factor language.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Special meeting date: August 14, 2026 Expected closing date: August 24, 2026 Agents supported by Real: over 36,000 agents +5 more

8 metrics

Special meeting date August 14, 2026 Date on which Real’s securityholders and RE/MAX Holdings’ stockholders approved the proposed acquisition

Expected closing date August 24, 2026 Targeted closing for the transaction, subject to remaining closing conditions

Agents supported by Real over 36,000 agents Agents using Real’s digital brokerage platform across the U.S. and Canada

RE/MAX agents more than 145,000 agents Agents in RE/MAX brokerages globally

RE/MAX offices nearly 8,500 offices Global office count for RE/MAX brokerages

Countries and territories more than 120 Geographic presence of the RE/MAX network worldwide

Motto Mortgage states more than 40 states U.S. states with Motto Mortgage offices

Year RE/MAX founded 1973 Founding year of the RE/MAX real estate franchise system

Key Terms

Arrangement Agreement and Plan of Merger, final order, forward-looking statements, termination fee, +1 more

5 terms

Arrangement Agreement and Plan of Merger regulatory

"pursuant to the terms of the <b>Arrangement Agreement and Plan of Merger</b> dated April 26, 2026"

A formal contract that sets out the detailed terms and steps for combining two companies — typically including how shares or cash will be exchanged, the timetable, and any conditions or approvals required. Think of it as both the blueprint and the rulebook for a marriage between businesses: it tells shareholders what they will receive, what must happen first, and what can stop the deal. Investors watch it closely because its terms determine changes in ownership, potential dilution or cash value, the likelihood the deal closes, and any financial risks or breakup costs.

final order regulatory

"the Supreme Court of British Columbia has granted the <b>final order</b> in connection with the arrangement"

A final order is a definitive decision issued by a court or regulatory agency that resolves a particular case or enforcement matter and marks the end of that proceeding within the issuing body. For investors it matters because it removes regulatory uncertainty—like a referee blowing the final whistle—by confirming liabilities, penalties, required actions, or cleared obligations that can materially affect a company’s finances and future prospects.

forward-looking statements regulatory

"This press release contains "<b>forward-looking statements</b>" and “forward-looking information” within the meaning of applicable laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

termination fee financial

"including in circumstances requiring Real or RE/MAX Holdings to pay a <b>termination fee</b>"

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

registration statement on Form S-4 regulatory

"discussed in the joint proxy statement/prospectus and <b>registration statement on Form S-4</b>"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

FAQ

What major transaction involving RMAX is described in this Form 8-K?

The Real Brokerage Inc. has proposed to acquire RE/MAX Holdings, Inc. (RMAX) under an Arrangement Agreement and Plan of Merger. The Supreme Court of British Columbia granted the final order approving Real’s arrangement component of the combination.

Have RMAX and Real shareholders approved the proposed combination?

Yes. Real’s securityholders and RE/MAX Holdings’ stockholders approved Real’s proposed acquisition of RE/MAX Holdings at their respective special meetings on August 14, 2026, as described in the joint press release.

When do Real and RMAX expect the acquisition transaction to close?

The parties state that, subject to satisfaction or waiver of remaining closing conditions, they expect the transaction to close on August 24, 2026. Completion remains contingent on those closing conditions.

What court approval did RMAX and Real receive for their arrangement?

They report that the Supreme Court of British Columbia granted the final order in connection with the previously announced arrangement of Real, which is one component of the overall transaction contemplated by the Merger Agreement.

How large are the operating platforms of Real and RMAX mentioned in the filing?

Real supports over 36,000 agents across the U.S. and Canada. RE/MAX Holdings franchises brokerages with more than 145,000 agents in nearly 8,500 offices and has a presence in more than 120 countries and territories, plus Motto Mortgage offices in over 40 U.S. states.

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Available on EDGAR 08/21/2026 - 04:36 PM Accepted by SEC EDGAR 08/21/2026 - 04:35 PM Learn about SEC filing dates

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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 21, 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 7.01 Regulation FD Disclosure.

On August 21, 2026, RE/MAX Holdings, Inc. (“REMAX”) and The Real Brokerage Inc. (“Real”) issued a joint press release announcing that the Supreme Court of British Columbia has granted the final order in connection with the previously announced arrangement of Real pursuant to the terms of the Arrangement Agreement and Plan of Merger, dated April 26, 2026, as amended on June 12, 2026, by and among Real, REMAX, Real REMAX Group Inc., Wildlife Acquisition I Corp., Wildlife Acquisition II LLC and 1587802 B.C. Unlimited Liability Company. A copy of the press release is attached as Exhibit 99.1 hereto 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 issued on August 21, 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 21, 2026	By:	/s/ Karri Callahan
		Karri Callahan
		Chief Financial Officer

Exhibit 99.1

Joint Press Release

Real and RE/MAX Holdings Announce Real’s Receipt of Court Approval of Proposed Arrangement in Connection with Proposed Combination

Miami and Denver, August 21, 2026 – The Real Brokerage Inc. (NASDAQ: REAX) (“Real”) and RE/MAX Holdings, Inc. (NYSE: RMAX) (“RE/MAX Holdings”) announced that the Supreme Court of British Columbia has granted the final order in connection with the previously announced arrangement of Real pursuant to the terms of the Arrangement Agreement and Plan of Merger dated April 26, 2026, as amended on June 12, 2026 (the “Merger Agreement”), between Real and RE/MAX Holdings.

Real’s proposed acquisition of RE/MAX Holdings was approved by Real’s securityholders and RE/MAX Holdings’ stockholders at their respective special meetings held on August 14, 2026. The arrangement is one component of the transaction contemplated by the Merger Agreement.

Subject to the satisfaction or waiver of any remaining closing conditions, the parties expect the transaction to close on August 24, 2026.

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 states across the U.S. and 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.

Cautionary Disclosure Regarding 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. 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; 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

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 16.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB