RE/MAX Holdings to combine with Real Brokerage; stockholders can receive 5.150 shares or $13.80 cash/sh

RE/MAX Holdings, Inc.

RE/MAX shareholders elect 5.150 new shares or $13.80/sh cash; total cash prorated to $60M-$80M.
Combined company ownership: ~59% from Real Brokerage, ~41% from RE/MAX at midpoint of cash election.
Termination fees: $25M by RE/MAX, $31M by Real Brokerage, and $36M regulatory fee in certain scenarios.
Concurrent RIHI, Inc. acquisition by RE/MAX in stock-for-stock merger, conditioned on main deal closing.
Support agreements secure ~38% of RE/MAX voting power and ~16% of Real Brokerage voting power to vote in favor.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

RE/MAX Holdings, Inc. entered into Arrangement Agreement and Plan of Merger with The Real Brokerage Inc., Rome Wildlife, Inc., Wildlife Acquisition I Corp., Wildlife Acquisition II LLC, 1587802 B.C. Unlimited Liability Company (effective 2026-04-26).

Action: entry
Agreement: merger
Counterparty: The Real Brokerage Inc., Rome Wildlife, Inc., Wildlife Acquisition I Corp., Wildlife Acquisition II LLC, 1587802 B.C. Unlimited Liability Company
Effective: 2026-04-26

Exact text from the filing

On April 26, 2026, RE/MAX Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Arrangement Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“ Parent ”), Rome Wildlife, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ New Wildlife ”), Wildlife Acquisition I Corp., a Delaware corporation and a wholly owned subsidiary of New Wildlife (“ Merger Sub I ”), Wildlife Acquisition II LLC, a Delaware limited liability company and a wholly owned subsidiary of New Wildlife (“ Merger Sub II ”), and 1587802 B.C. Unlimited Liability Company, an unlimited liability corporation existing under the laws of the Province of British Columbia and a wholly owned subsidiary of New Wildlife (“ Bidco ”).

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273 material agreements filed in the last 30 days. Browse all material agreements →

RE/MAX Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-049628

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