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.

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