Business Context and Reporting Period
This Form 8-K, dated April 26, 2026, reports that RE/MAX Holdings, Inc. (the "Company") has entered into a definitive Arrangement Agreement and Plan of Merger with The Real Brokerage Inc. ("Parent"). The transaction will create a new holding company named Real REMAX Group. The Company's Board of Directors has unanimously recommended the transaction to shareholders.
Key Financial Metrics and Transaction Terms
This filing details a merger agreement rather than periodic financial results; therefore, revenue, profit, and cash flow metrics are not provided. Key financial terms of the transaction include:
- Consideration for RE/MAX Shareholders: Shareholders may elect to receive either 5.150 shares of Real REMAX Group common stock (subject to a 10-for-1 consolidation adjustment) or $13.80 in cash per share.
- Cash Proration: The aggregate cash proceeds to RE/MAX shareholders are capped between $60 million and $80 million.
- Ownership Structure: Post-transaction, Parent shareholders are expected to own approximately 59% of the combined company, while RE/MAX shareholders are expected to own approximately 41% (assuming the midpoint of cash consideration).
- Termination Fees:
- RE/MAX Termination Fee: $25 million payable by the Company under certain circumstances.
- Parent Termination Fee: $31 million payable by Parent under certain circumstances.
- Regulatory Termination Fee: $36 million payable by Parent if the deal fails due to regulatory restraints or failure to obtain approvals by the End Date.
Material Changes and Concurrent Agreements
The primary material change is the entry into the Merger Agreement. Concurrently, the Company executed the following:
- RIHI Merger Agreement: An agreement to merge RIHI, Inc. into the Company. This involves the conversion of RIHI common stock into RE/MAX Class A Common Stock and the cancellation of RE/MAX Class B Common Stock held by RIHI.
- Support Agreements:
- Company Support Agreement: Holders representing approximately 38% of RE/MAX voting power agreed to vote in favor of the merger.
- Parent Support Agreement: Holders representing approximately 16% of Parent voting power agreed to vote in favor of the arrangement.
- RIHI Support Agreement: Holders representing approximately 96.8% of RIHI voting power agreed to vote in favor of the RIHI merger.
- Tax Receivable Agreement (TRA) Amendment: The existing TRA between the Company and RIHI will terminate upon the First Merger Effective Time or a Qualifying Change of Control, with no early termination payments due to RIHI.
Guidance, Outlook, and Risks
Outlook and Listing: Upon consummation, Real REMAX Group common stock will be listed on the Nasdaq Stock Market. The current shares of RE/MAX and Parent will be delisted. The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
Conditions to Closing: The transaction is subject to customary conditions, including shareholder approval from both companies, regulatory approvals (including Hart-Scott-Rodino), Nasdaq listing approval, and the effectiveness of a Form S-4 registration statement.
Risks and Contingencies:
- Termination Rights: Either party may terminate the agreement for a Superior Proposal, failure to obtain regulatory approvals, or failure to receive shareholder votes.
- Forward-Looking Statements: The filing includes standard disclaimers regarding risks such as integration challenges, failure to achieve synergies, regulatory delays, and potential litigation.
- End Date: The agreement includes an "End Date" of nine months after execution, subject to two 45-day extensions if closing conditions are met.
Important Facts for Investor Verification
- Verify the final election ratio between stock and cash for RE/MAX shareholders, as the cash portion is subject to proration between $60 million and $80 million.
- Confirm the status of the RIHI Merger, which is a condition precedent to the main transaction.
- Monitor the upcoming shareholder votes required from both RE/MAX and Parent to approve the transaction.
- Review the forthcoming Form S-4 Registration Statement and Proxy Statement/Prospectus for detailed financial projections and risk factors.
- Check for any regulatory approvals or injunctions that could trigger the $36 million regulatory termination fee.