Business Context and Reporting Period
This Form 6-K filing by The Real Brokerage Inc. ("Real") is dated August 6, 2026. The report serves as a supplement to the joint proxy statement/prospectus regarding the proposed acquisition of RE/MAX Holdings, Inc. ("REMAX") by Real. The transaction involves the formation of a new holding company, Rome Wildlife, Inc. (expected to be renamed Real REMAX Group Inc.), which will trade on the Nasdaq Global Select Market under the symbol "REAX." The transaction is expected to close in the second half of 2026, pending shareholder approval at special meetings scheduled for August 14, 2026.
Key Financial Metrics and Valuation
The filing does not provide current period revenue, profit, or cash flow statements for Real or REMAX. However, it discloses specific financial data points used in J.P. Morgan's valuation analysis as of December 31, 2025, and March 31, 2026:
- REMAX Net Debt: Approximately $320 million (as of Dec 31, 2025).
- Real Cash and Equivalents: Approximately $50 million (as of Dec 31, 2025).
- Real Non-Controlling Interest: Approximately ($0.09) million.
- Real Investments in Unconsolidated Subsidiaries: Approximately $2.25 million.
- Share Counts (Diluted): REMAX ~39.9 million shares; Real ~256.5 million shares (as of March 31, 2026).
- Stock Prices (April 24, 2026): Real Common Shares at $2.68; REMAX Class A Common Stock at $7.99.
- Implied Offer Price for REMAX: $13.80 per share based on a 5.150x exchange ratio.
Valuation multiples (FV/2026E Adjusted EBITDA) cited in the filing include: Compass (11.2x), eXp (15.1x), Real (20.5x consensus), and REMAX (6.1x consensus).
Material Changes and Supplemental Disclosures
The filing provides supplemental disclosures in response to shareholder demand letters and two lawsuits (Burke Complaint and Jones Complaint) alleging misleading information in the proxy materials. Key updates include:
- Standstill Provision: Clarification that an NDA executed on February 2, 2026, between REMAX and "Party D" included a standstill provision that terminated automatically upon REMAX entering a definitive agreement for a majority interest acquisition.
- Discounted Cash Flow (DCF) Analysis Updates:
- REMAX: Terminal value calculated using perpetual growth rates of 1.0% to 2.0% (implied terminal multiple 8.0x to 9.4x). Discount rates ranged from 11.0% to 12.0%. Implied equity value range: $10.50 to $14.00 per share.
- Real: Terminal value calculated using perpetual growth rates of 2.0% to 3.0% (implied terminal multiple 16.3x to 20.7x). Discount rates ranged from 11.0% to 12.0%. Implied equity value range: $2.50 to $3.00 per share.
- Intrinsic Value Creation: Analysis indicates the merger creates hypothetical incremental implied value of approximately 24.3% for REMAX shareholders, assuming synergies of approximately $233 million (present value) and transaction expenses of approximately $71 million.
Guidance, Outlook, Risks, and Governance
Management Commentary and Outlook: Both Real and REMAX boards continue to unanimously recommend that shareholders vote "FOR" the transaction. The combined entity is expected to trade as "REAX." Management anticipates synergies but notes no assurance that these will be realized or that they will not be substantially different from estimates.
Corporate Governance: The filing details the expected board composition of Real REMAX Group, consisting of 10 directors (7 independent). Key appointments include Tamir Poleg (Chair), Erik Carlson (former REMAX CEO), and Larry Klane (Audit Committee Chair). Sharran Srivatsaa will serve as Director Emeritus without fiduciary duties.
Risks and Contingencies:
- Litigation: Two complaints filed in New York Supreme Court seek injunctions or damages, alleging disclosure deficiencies regarding financial projections and J.P. Morgan's analysis. The companies deny wrongdoing but are supplementing disclosures to mitigate delay risks.
- Transaction Risks: Risks include failure to obtain regulatory or shareholder approval, inability to achieve synergies, integration challenges, and potential termination fees.
- Forward-Looking Statements: The filing includes extensive cautionary language regarding uncertainties in real estate markets, agent retention, and economic performance.
Investor Verification Checklist
- Verify the outcome of the shareholder votes scheduled for August 14, 2026, for both Real and REMAX.
- Monitor the status of the "Burke" and "Jones" complaints in the Supreme Court of New York to assess potential litigation delays or injunctions.
- Review the full joint proxy statement/prospectus (Form S-4) for detailed financial projections and risk factors not fully summarized here.
- Confirm the final exchange ratio and cash election details once the transaction closes, noting the current implied offer price of $13.80 for REMAX shares.
- Assess the realization of the estimated $233 million in synergies post-closing.