RE/MAX Holdings, Inc. 8-K

What Happened
RE/MAX Holdings, Inc. (RMAX) and The Real Brokerage Inc. (Real) entered into an Arrangement Agreement and Plan of Merger dated April 26, 2026 (filed in an 8‑K on April 28, 2026) to combine the companies into a new holding company to be renamed Real REMAX Group. Under the agreement, RE/MAX stockholders will be able to elect for each share of RE/MAX Class A common stock either 5.150 shares of Real REMAX Group common stock (the stock election exchange ratio will be adjusted for a 10‑for‑1 Parent share consolidation) or $13.80 in cash, subject to a proration procedure that ensures total cash to RE/MAX shareholders is no less than $60 million and no more than $80 million. After closing and assuming the midpoint of available cash consideration, Real shareholders are expected to own about 59% of the combined company and RE/MAX shareholders about 41%. The parties intend Real REMAX Group common stock to be listed on Nasdaq; existing RE/MAX and Real shares would be delisted/deregistered.

Key Details

• Merger agreement signed April 26, 2026; closing subject to stockholder approvals, regulatory approvals (including HSR), effectiveness of an S‑4 registration statement and a British Columbia court order.
• RE/MAX shareholders’ per‑share options: 5.150 Real REMAX Group shares (to be adjusted for a 10‑for‑1 consolidation) or $13.80 cash; cash pool prorated to $60M–$80M total.
• Support agreements: holders representing ~38% of RE/MAX voting power and ~16% of Real voting power have agreed to vote in favor; RIHI holders (~96.8%) also agreed to a related RIHI merger.
• Termination and fees: RE/MAX would pay a $25M termination fee in certain cases; Real would pay $31M in certain terminations; a $36M regulatory termination fee may be payable by Parent in specific regulatory-failure scenarios.
• TRA amendment: RE/MAX and RIHI amended the Tax Receivable Agreement so it will terminate at the first qualifying change of control (no early termination or TRA payments to RIHI upon that event); the amendment is void if no qualifying change occurs within 18 months.

Why It Matters
This is a strategic, transformational merger that would create a combined public company (Real REMAX Group) listed on Nasdaq and materially change ownership and governance: Real shareholders would hold a majority stake (~59%) and RE/MAX shareholders a minority stake (~41%) assuming midpoint cash elections. RE/MAX investors should note the cash vs. stock election, the capped cash pool ($60M–$80M) that may lead to proration, the regulatory and shareholder approvals required, potential termination fees, and the TRA amendment that eliminates certain future tax‑related payments to RIHI if the deal closes. The transaction could affect liquidity and tax treatment for existing RE/MAX shares; completion is not guaranteed and depends on customary closing conditions and approvals.