Business Context and Reporting Period
This Form 6-K filing by The Real Brokerage Inc. (Real) covers the month of August 2026, specifically reporting on the consummation of a Business Combination on August 24, 2026. Real merged with RE/MAX Holdings, Inc. (REMAX) through a series of transactions involving Real REMAX Group Inc. (formerly Rome Wildlife, Inc.). As a result, Real REMAX Group became the ultimate parent company, and Real became a wholly-owned subsidiary. Real Common Shares were consolidated on a 10-for-1 basis and exchanged for Real REMAX Group Common Stock on a one-for-one basis.
Key Financial Metrics and Capital Structure
The filing details significant capital restructuring and debt financing but does not provide historical revenue, profit, or cash flow metrics for the reporting period.
- Debt Financing: Real REMAX Group entered into a Credit Agreement on August 24, 2026, establishing a $550 million Term Loan Facility and a $40 million Revolving Credit Facility (including a $10 million letter of credit sub-facility).
- Use of Proceeds: Term Facility proceeds were used to fund merger consideration, repay REMAX's existing credit agreement in full, pay transaction fees, and fund working capital.
- Merger Consideration: Approximately $80 million in aggregate cash was paid to former REMAX Class A Common Stockholders who elected the cash option. The remainder of the consideration was paid in Real REMAX Group Common Stock.
- Interest Rates: Term Loans bear interest at Term SOFR (floor 3.00%) plus 5.50% or ABR plus 4.50%. Revolving Loans bear interest at Term SOFR plus 4.00% or ABR plus 3.00%.
- Liquidity: The filing does not disclose specific cash balances or liquidity ratios post-transaction.
Material Changes Versus Prior Period
The primary material change is the completion of the Business Combination, fundamentally altering the corporate structure and ownership.
- Corporate Structure: Real is no longer an independent public company but a subsidiary of Real REMAX Group. REMAX is also a subsidiary of Real REMAX Group.
- Share Consolidation: Real Common Shares were consolidated 10-for-1 immediately prior to the exchange.
- Trading Status: Real Common Shares (REAX) and REMAX Common Stock (RMAX) were delisted. Real REMAX Group Common Stock began trading on the Nasdaq under the ticker "REAX" on August 25, 2026.
- Debt Profile: The company assumed a new $590 million total credit facility, replacing REMAX's prior debt obligations.
Guidance, Outlook, Risks, and Unusual Items
The filing does not contain forward-looking financial guidance, revenue projections, or management commentary on future operational performance.
- Covenants: The new Credit Agreement imposes a maximum First Lien Net Leverage Ratio of 4.50:1.00 for fiscal quarters ending through September 30, 2027, stepping down to 3.00:1.00 thereafter.
- Prepayment Penalties: Voluntary prepayments of Term Loans prior to the second anniversary of the Closing Date are subject to a prepayment premium (interest accrued plus 1.00% of principal in the first year; 1.00% of principal in the second year).
- Equity Awards: REMAX and Real equity awards (RSUs, PSUs, Options) were converted, assumed, or cancelled and exchanged for Real REMAX Group equivalents based on specific exchange ratios.
- Management Changes: The Board of Directors and executive officers were reconstituted. Tamir Poleg serves as CEO, Ravi Jani as CFO, and Jenna Rozenblat as President.
Investor Verification Checklist
- Verify the exact number of Real REMAX Group Common Stock shares issued to former Real and REMAX shareholders to confirm dilution impact.
- Review the full text of the Credit Agreement (Exhibit 10.1) for specific definitions of "Total Net Leverage Ratio" and "First Lien Net Leverage Ratio" to assess covenant compliance risks.
- Confirm the treatment of fractional shares and the specific exchange ratios applied to REMAX and Real equity awards.
- Monitor the first quarterly financial report of Real REMAX Group to assess the combined entity's liquidity and ability to meet the 4.50:1.00 leverage covenant.
- Verify the status of the Form 15 filing to confirm the suspension of reporting obligations for the legacy Real entity.