RE/MAX Holdings (NYSE: RMAX) merger lets investors pick cash or stock payout
Rhea-AI Filing Summary
RE/MAX Holdings, Inc. (RMAX) completed a merger transaction on August 24, 2026 under an Agreement and Plan of Merger involving The Real Brokerage Inc. and several acquisition subsidiaries. In connection with this closing, officer Susan L. Winders reported a disposition to the issuer of 302,572 shares of Class A common stock, leaving no directly held shares. Each affected share was converted into the right to receive either cash or common stock of the acquiring parent, and her restricted stock units were converted into corresponding awards of RSUs in the acquiring parent under the merger terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 302,572 shares
Net Sell
1 txn
Insider
Winders Susan L
Role
C. Legal and Compliance Ofc
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock F1, F2, F3 | 302,572 | -- | -- |
Holdings After Transaction:
Class A Common Stock — 0 shares (Direct)
Footnotes (3)
- F1. On August 24, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 26, 2026 (the "Merger Agreement"), by and among the Issuer, The Real Brokerage Inc., Rome Wildlife, Inc. ("New Wildlife"), Wildlife Acquisition I Corp. ("Merger Sub I"), Wildlife Acquisition II LLC ("Merger Sub II") and 1587802 B.C. Unlimited Liability Company, Merger Sub I merged with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a wholly owned subsidiary of New Wildlife, and the Issuer merged with and into Merger Sub II (the "Second Merger"), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of New Wildlife.
- F2. The reported securities include restricted stock units ("RSUs") granted pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan. In accordance with the Merger Agreement, each RSU held by the Reporting Person as of immediately prior to the effective time of the First Merger (the "Effective Time"), whether or not vested, was converted into a corresponding award of New Wildlife RSUs based on the Stock Election Exchange Ratio (as defined below).
- F3. Pursuant to the Merger Agreement and subject to certain exceptions, each share of the Issuer's Class A common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time was converted into the right to receive, without interest and at the Reporting Person's election, either (i) an amount in cash equal to $13.80 or (ii) 0.5150 shares of New Wildlife common stock (the "Stock Election Exchange Ratio").
Key Figures
Shares disposed to issuer: 302,572 shares of Class A Common Stock
Cash merger consideration per share: $13.80 per share
Stock Election Exchange Ratio: 0.5150 shares of New Wildlife common stock per RMAX share
+2 more
5 metrics
Shares disposed to issuer
302,572 shares of Class A Common Stock
Disposition to issuer reported by Susan L. Winders on August 24, 2026
Cash merger consideration per share
$13.80 per share
Cash option for each RMAX Class A share converted at the Effective Time
Stock Election Exchange Ratio
0.5150 shares of New Wildlife common stock per RMAX share
Stock option for each RMAX Class A share under the Merger Agreement
Total shares following transaction
0 shares of Class A Common Stock
Direct RMAX Class A holdings of Susan L. Winders after the reported disposition
Merger Agreement date
April 26, 2026
Date of the Agreement and Plan of Merger governing the transaction
Key Terms
Agreement and Plan of Merger, restricted stock units, Stock Election Exchange Ratio, wholly owned subsidiary, +1 more
5 terms
Agreement and Plan of Merger regulatory
"pursuant to the terms of the Agreement and Plan of Merger, dated as of April 26, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
restricted stock units financial
"The reported securities include restricted stock units ("RSUs") granted pursuant to"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Stock Election Exchange Ratio financial
"was converted into a corresponding award of New Wildlife RSUs based on the Stock Election Exchange Ratio"
wholly owned subsidiary financial
"with the Issuer surviving the First Merger as a wholly owned subsidiary of New Wildlife"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What did insider Susan L. Winders report in this Form 4 for RMAX?
Susan L. Winders reported a disposition to the issuer of 302,572 shares of RE/MAX Holdings, Inc. Class A common stock on August 24, 2026, in connection with the closing of a merger transaction. Her reported direct holdings after the transaction were 0 shares.
How were Susan L. Winders’s RMAX RSUs treated in the transaction?
Restricted stock units previously granted under the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan and held by Susan L. Winders immediately before the merger effective time were converted into New Wildlife RSUs based on the stated Stock Election Exchange Ratio.
AI-generated analysis. How Rhea-AI works. Not financial advice.
