Business Context and Reporting Period
This Form 8-K, dated August 24, 2026, reports the completion of a business combination involving RE/MAX Holdings, Inc. (the "Company"). On the Closing Date, the Company merged with subsidiaries of Real REMAX Group Inc. (formerly Rome Wildlife, Inc.) and The Real Brokerage Inc. Following the transaction, the Company ceased to exist as a separate public entity and became a wholly owned subsidiary of Real REMAX Group.
Key Financial Metrics and Transaction Details
- Merger Consideration: Shareholders received either a cash/stock mix or stock-only consideration.
- Cash Election: Approximately $4.33 per share in cash plus 0.3535 shares of Real REMAX Group Common Stock.
- Stock Election: 0.5150 shares of Real REMAX Group Common Stock per share.
- Aggregate Cash Paid: Approximately $80 million paid to former holders of Company Class A Common Stock.
- Share Issuance: Approximately 14,464,497 shares of Real REMAX Group Common Stock issued to former RE/MAX shareholders.
- Debt Repayment: All outstanding amounts under the Second Amended and Restated Credit Agreement (dated July 21, 2021) were repaid in full, and all related guarantees and liens were released.
- Equity Elections:
- Stock Election: ~11,697,333 shares.
- Cash Election: ~18,488,134 shares (subject to proration due to oversubscription).
- No Election (treated as Stock): ~3,699,238 shares.
Material Changes Versus Prior Period
The filing represents a fundamental structural change rather than a standard periodic financial update. Key changes include:
- Change of Control: The Company is now a private subsidiary of Real REMAX Group.
- Delisting: RE/MAX Holdings, Inc. common stock (RMAX) was removed from the New York Stock Exchange (NYSE) effective August 25, 2026.
- Termination of Agreements: The Tax Receivable Agreement with RIHI, Inc. was terminated. The Company's credit facility was fully extinguished.
- Leadership Transition: All members of the Board of Directors and named executive officers resigned effective at the First Merger Effective Time.
Outlook, Risks, and Unusual Items
Management Commentary and Outlook: The filing confirms the successful consummation of the previously announced mergers. The Company intends to file Form 15 to terminate its registration under the Exchange Act and suspend reporting obligations.
Unusual Items and Contingencies:
- Proration: The cash election was oversubscribed, triggering proration procedures defined in the Merger Agreement.
- Equity Awards: Outstanding RSUs and PSUs were either converted into Real REMAX Group awards or settled in cash/stock. Options were assumed and converted, except those with exercise prices equal to or greater than the merger consideration, which were cancelled for no consideration.
- RIHI Merger: Concurrently, RIHI, Inc. merged into the Company, with RIHI common stock converting to RE/MAX Class A shares prior to the final merger consideration distribution.
Investor Verification Checklist
- Verify the final proration ratio applied to cash elections, as the filing notes the cash election was oversubscribed.
- Confirm the exact number of Real REMAX Group shares issued to specific holders based on their election status.
- Review the treatment of specific equity awards (RSUs, PSUs, Options) to ensure correct conversion or settlement values were applied.
- Check the status of the Form 15 filing to confirm the official termination of RE/MAX's public reporting obligations.
- Validate the release of all liens and guarantees associated with the repaid credit facility.