RE/MAX Holdings, Inc. (RMAX) SEC Filings, Jun-Aug 2026

RE/MAX Holdings, Inc. and The Real Brokerage Inc. outline the process for REMAX Class A stockholders to elect the form of consideration in the pending acquisition of REMAX by Real, which will form Real REMAX Group Inc. The Election Deadline for REMAX stockholders of record is 5:00 p.m. New York City time on August 18, 2026, after which no elections will be accepted; the deadline may be extended by further announcement. Elections require a properly completed and executed election form and all required materials to be received by Computershare Trust Company, N.A., or by a stockholder’s bank or broker if shares are held in street name. Stockholders who do not make a timely, valid election for some or all of their shares will be deemed to have each such share converted into the right to receive 5.15 shares of Real REMAX Group Inc. stock, which will be adjusted to 0.515 before closing to reflect Real’s contemplated stock consolidation, with aggregate merger consideration subject to proration as described in the proxy statement/prospectus. Completion of the transaction remains subject to customary closing conditions, including approval by shareholders of both companies.

RE/MAX Holdings, Inc. reports that, on August 4, 2026, it and The Real Brokerage Inc. issued a joint press release announcing the upcoming election deadline for holders of RE/MAX Class A common stock in connection with the pending acquisition of RE/MAX by Real. The deadline for stockholders of record to elect their form of consideration is 5:00 p.m. New York City time on August 18, 2026, while holders through banks, brokers or other nominees may face earlier internal deadlines.

The disclosure also describes extensive forward-looking statement risk factors related to completion of the transaction and expected benefits, and points investors to the effective Form S-4 Registration Statement (File No. 333-296768), proxy statement/prospectus, and Real’s management information circular for detailed information about the proposed transaction and related approvals.

RE/MAX Holdings, Inc. reports that, in connection with the pending acquisition of RE/MAX by The Real Brokerage Inc., holders of RE/MAX Class A common stock must elect their preferred form of merger consideration by 5:00 p.m. New York City time on August 18, 2026, for shares held of record. Elections require a properly completed election form and supporting materials delivered to Computershare Trust Company, N.A. as exchange agent; investors holding through banks or brokers may face earlier internal cut-offs.

Stockholders who do not make a valid election for some or all of their shares will be deemed to have each such share converted into the right to receive 5.15 shares of Real REMAX Group Inc. stock, to be adjusted to 0.515 before closing to reflect Real’s planned stock consolidation, with aggregate merger consideration subject to proration under the proxy statement/prospectus. The combination is expected to form a technology‑enabled global real estate platform, but remains subject to customary closing conditions, including shareholder and regulatory approvals, and is accompanied by extensive forward‑looking statement and risk factor disclosures.

The Real Brokerage Inc. reports progress on its proposed business combination with RE/MAX Holdings, Inc. The companies’ Hart-Scott-Rodino antitrust review has advanced, as the U.S. Department of Justice granted early termination of the HSR Act waiting period on July 13, 2026, satisfying that specific regulatory condition in the Merger Agreement.

A Form S-4 Registration Statement for the transaction was declared effective on July 9, 2026, and related proxy and information circular materials are being mailed to Real securityholders and RE/MAX Holdings shareholders to seek their approvals. Completion of the contemplated transactions remains subject to other customary closing conditions, including required securityholder and stockholder approvals and additional regulatory clearances.

RE/MAX Holdings, Inc. reports that the U.S. Department of Justice granted early termination of the Hart-Scott-Rodino Act waiting period on July 13, 2026, for the previously announced combination with The Real Brokerage Inc. and related entities.

The parties had filed HSR notification and report forms on May 13, 2026, withdrawn them on June 12, and refiled on June 15 in accordance with 16 C.F.R. § 803.12. Completion of the contemplated transactions continues to depend on other customary closing conditions in the Merger Agreement, including approvals from RE/MAX Holdings stockholders and Real securityholders. A Registration Statement on Form S-4 (File No. 333-296768) has been declared effective, and a proxy statement/prospectus and Real’s management information circular are being mailed to their respective investors, alongside extensive forward-looking statements outlining transaction-related risks.

The Real Brokerage Inc. filed and mailed meeting materials for a virtual special meeting of securityholders to be held on August 14, 2026.

Securityholders of record as of the close of business on June 29, 2026 may vote on a special Arrangement Resolution that would: (i) implement a 10-for-1 Share Consolidation; (ii) exchange post-consolidation Shares for New Wildlife common stock on a one-for-one basis so that Real becomes a wholly owned subsidiary of Bidco; and (iii) exchange outstanding Options and RSUs for replacement awards of New Wildlife, all under a Merger Agreement dated April 26, 2026 and amended June 12, 2026. REMAX holders will be eligible to elect either 5.150 New Wildlife shares (to be adjusted for the consolidation) or $13.80 cash per REMAX Class A share, subject to proration and an aggregate cash election floor and cap of $60 million and $80 million. The proxy voting deadline is 10:00 a.m. ET on August 12, 2026.

The Real Brokerage Inc. and RE/MAX Holdings, Inc. have entered into a definitive Merger Agreement dated April 26, 2026 under which Real will combine with REMAX to form a new holding company to be renamed Real REMAX Group Inc.

Key terms include a 10-for-1 share consolidation of Real, an election by REMAX Class A holders to receive either 5.150 shares of New Wildlife Common Stock (to be adjusted for the consolidation) or $13.80 in cash per REMAX share subject to proration so aggregate cash to REMAX holders will be between $60 million and $80 million. Post-closing ownership is expected to be ~60% former Real and ~40% former REMAX on a fully exchanged and diluted basis assuming the $80 million cash.

The companies set special meetings for August 14, 2026 and identified voting, regulatory and customary closing conditions; Real has a committed $550 million 364-day bridge facility to finance the transaction.

Real and RE/MAX are combining under a merger agreement to form Real REMAX Group Inc. The transaction, announced April 26, 2026, will (i) consolidate Real shares 10-for-1, (ii) exchange each Real share for one share of the new holding company and (iii) permit REMAX holders to elect 5.150 shares of the new company or $13.80 cash per REMAX Class A share, subject to proration so aggregate cash to REMAX holders is between $60 million and $80 million. After closing, former Real holders are expected to own ~60% and former REMAX holders ~40% on a fully exchanged and diluted basis, assuming the maximum cash election. The special meetings for both companies are scheduled for August 14, 2026 and each board recommends a FOR vote.

The Real Brokerage Inc. CEO Tamir Poleg presented at the William Blair Growth Conference and discussed Real’s business and the announced acquisition of RE/MAX Holdings. He said Real operates in all 50 US states and six Canadian provinces with over 34,000 agents, roughly 200,000 closed transactions last year, about $2 billion in annual revenue and approximately $70 million in adjusted EBITDA.

Poleg described Real’s 85/15 commission split with a $12,000 cap, the proprietary ReZEN platform, AI assistant Leo, and the Real Wallet fintech. He stated Real will acquire REMAX for about $880 million, expecting pro forma $2.3 billion revenue and $157 million adjusted EBITDA on 2025 pro forma figures, roughly 180,000+ agents combined, and identified an initial $30 million in cost synergies. Closing is expected in the second half of the year, subject to regulatory approvals and shareholder votes.