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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.
RE/MAX Holdings, Inc. (symbol: RMAX) is the issuer of record for a Form 8-K filing submitted to the SEC.
RE/MAX Holdings, Inc. (RMAX) has a significant shareholder group led by ExodusPoint Capital Management, LP, ExodusPoint Capital Partners GP, LLC, and Michael Gelband, which collectively may be deemed the beneficial owner of 1,004,155 shares of Class A common stock as of August 19, 2026. These shares, held directly by ExodusPoint Partners Master Fund, LP, represent approximately 4.7% of the outstanding Class A common stock. The reporting persons have shared voting and dispositive power over all 1,004,155 shares and no sole voting or dispositive power. ExodusPoint Capital Management serves as investment manager to the fund, ExodusPoint Capital Partners is its general partner, and Mr. Gelband controls both entities.
The Real Brokerage Inc. and RE/MAX Holdings securityholders approved Real’s proposed acquisition of RE/MAX Holdings, clearing a key step toward forming Real REMAX Group, a combined holding company. Approvals included 99.0% of votes cast by Real shareholders and 78.8% of RE/MAX Holdings voting power in favor of the acquisition.
Closing still depends on specified conditions, including a final order from the Supreme Court of British Columbia. On completion, Real REMAX Group is expected to support more than 180,000 real estate professionals in over 120 countries, with about $2.3 billion in pro forma 2025 revenue and $157 million in Adjusted EBITDA before synergies.
RE/MAX Holdings reported that stockholders approved all proposals at a virtual special meeting held on August 14, 2026, including the issuance of Class A common stock to RIHI, Inc. and adoption of the Merger Agreement with The Real Brokerage Inc. Securityholders of both companies approved Real’s proposed acquisition of RE/MAX Holdings, and upon closing the combined holding company will operate as Real REMAX Group.
The transaction remains subject to specified closing conditions, including a final order from the Supreme Court of British Columbia, and is expected to close shortly after all conditions are satisfied. The companies state that the combined business would support more than 180,000 real estate professionals in over 120 countries and territories, with approximately $2.3 billion in pro forma 2025 revenue and $157 million in Adjusted EBITDA before synergies.
Weiss Asset Management LP, together with WAM GP LLC and Andrew M. Weiss, reports beneficial ownership of 1,454,054 shares of RE/MAX Holdings, Inc. Class A common stock, representing 6.8% of the class. All of these shares are held with shared voting and dispositive power, with no sole voting or dispositive power reported.
The ownership percentage is based on 21,232,815 Class A shares outstanding as of May 1, 2026, as reported by RE/MAX Holdings, Inc. Weiss Asset Management is investment manager to two Funds that hold the shares, WAM GP is its sole general partner, and Andrew Weiss is managing member of WAM GP. Each reporting person disclaims beneficial ownership except to the extent of its or his pecuniary interest in the shares.
Trium Capital LLP filed as a significant shareholder of RE/MAX Holdings, Inc. Class A Common Stock. Trium reports beneficial ownership of 1,126,143 shares, representing 5.28% of the class. It has sole voting and sole dispositive power over all these shares, with no shared voting or dispositive power disclosed.
RE/MAX Holdings, Inc. reported weaker Q2 2026 results while advancing its pending merger with The Real Brokerage Inc. Revenue was $68.5 million, down from $72.8 million, as U.S. agent and office counts declined and Mortgage segment revenue softened, partly offset by higher broker fees and marketing services.
The company recorded a Q2 net loss of $6.8 million versus net income of $6.7 million a year earlier, including $11.5 million of merger transaction costs. For the first half of 2026, net loss was $22.5 million. Adjusted EBITDA was $22.9 million with a 33.5% margin, down from $26.3 million and 36.1%.
Cash, cash equivalents and restricted cash totaled $184.1 million at June 30, 2026, against $437.0 million of term debt and a Total Leverage Ratio of 3.71:1, and stockholders’ deficit was $46.9 million. Global agent count grew to 149,267, driven by 5.3% growth outside the U.S. and Canada.
Under the signed Merger Agreement, each Class A share may elect either 5.15 shares of Real REMAX Group Inc. stock (subject to a 10‑for‑1 share consolidation at Real) or $13.80 in cash, with aggregate cash consideration between $60 million and $80 million. Real has obtained up to $550 million of committed financing, and the transaction is expected to close in the second half of 2026 following shareholder approvals.
RE/MAX Holdings reported second-quarter 2026 results while progressing toward its planned merger with The Real Brokerage. Revenue was $68.5 million, down 5.8% from $72.8 million, and higher operating expenses including $11.5 million of merger transaction costs contributed to a net loss attributable to RE/MAX Holdings of $4.3 million, or $(0.20) per share, versus net income of $4.7 million a year earlier.
Adjusted EBITDA was $22.9 million with a 33.5% margin, down from $26.3 million and 36.1%. Total agent count rose 1.5% to 149,267, with U.S. agents declining 5.0% and international agents growing. Shareholders of RE/MAX Holdings may elect 5.154 shares of Real REMAX Group Inc. or $13.80 in cash per share, subject to an overall cash pool of $60–$80 million, with closing expected in the second half of 2026. The company does not plan to hold earnings calls or provide guidance while the merger is pending.