RE/MAX Holdings, Inc. filed a Form 8-K with the Securities and Exchange Commission on August 24, 2026, reporting the completion of its merger with The Real Brokerage Inc. through a series of transactions governed by an Arrangement Agreement and Plan of Merger dated April 26, 2026 and amended June 12, 2026.

Key Highlights

  • Merger closed August 24, 2026: The First Merger became effective at 4:25 p.m. Eastern Time on that date, with RE/MAX Holdings surviving as a wholly owned subsidiary of Real REMAX Group Inc. before merging into Merger Sub II.
  • Per-share merger consideration: Cash Electing Shares received approximately $4.33 per share in cash plus approximately 0.3535 shares of Real REMAX Group Common Stock; Stock Electing Shares received 0.5150 shares of Real REMAX Group Common Stock.
  • Aggregate cash consideration: Approximately $80 million in cash was paid to former holders of Company Class A Common Stock.
  • Shares issued: Approximately 14,464,497 shares of Real REMAX Group Common Stock are being issued to former holders of Company Class A Common Stock, and approximately 22,098,985 shares to former holders of Real Common Shares.
  • Cash election oversubscribed: Because the cash election was oversubscribed, proration procedures described in the Merger Agreement were applied to determine the final consideration.
  • Credit agreement terminated: All outstanding amounts under the Second Amended and Restated Credit Agreement dated July 21, 2021 were repaid in full and all obligations, commitments, guarantees, and liens were released on the closing date.
  • Tax Receivable Agreement terminated: The Tax Receivable Agreement dated October 7, 2013 between the Company and RIHI, Inc. was terminated in accordance with Amendment No. 1 to that agreement dated April 26, 2026.

RE/MAX Holdings Absorbed Into Real REMAX Group in Two-Step Merger

According to the filing, RE/MAX Holdings, Inc. (NYSE:RMAX) completed its combination with The Real Brokerage Inc. on August 24, 2026, through a two-step merger process. In the First Merger, Wildlife Acquisition I Corp., a wholly owned subsidiary of Real REMAX Group Inc. (formerly known as Rome Wildlife, Inc.), merged with and into RE/MAX Holdings, leaving RE/MAX Holdings as a wholly owned subsidiary of Real REMAX Group. In the Second Merger, RE/MAX Holdings then merged into Wildlife Acquisition II LLC, with that entity surviving as a wholly owned subsidiary of Real REMAX Group.

The filing disclosed that the election results among Company Class A Common Stock holders were as follows: holders of approximately 11,697,333 shares elected Stock Election Consideration, holders of approximately 18,488,134 shares elected Cash Election Consideration, and holders of approximately 3,699,238 shares made no election and were treated as having elected Stock Election Consideration. Because the cash election was oversubscribed, the Merger Agreement's proration procedures were applied, producing the final blended consideration. No fractional shares of Real REMAX Group Common Stock will be issued; holders will instead receive cash in lieu of fractional shares.

On the closing date, the filing reported that all outstanding obligations under the Second Amended and Restated Credit Agreement, originally dated July 21, 2021 and entered into among RMCO, LLC, RE/MAX, LLC, and lenders including JPMorgan Chase Bank, N.A., were repaid in full and the facility was terminated. The RIHI Tax Receivable Agreement, originally dated October 7, 2013, was also terminated consistent with an amendment executed April 26, 2026. The filing notes that Specified RSUs outstanding at the First Merger Effective Time were canceled and extinguished, with holders entitled to receive Real REMAX Group Common Stock and any accrued cash dividend equivalents within 10 business days after the First Merger Effective Time.

What Was Disclosed

RE/MAX Holdings reported the August 24, 2026 closing of its merger into Real REMAX Group Inc., detailing per-share merger consideration, election results, aggregate cash paid, shares issued, termination of its credit facility, and termination of its Tax Receivable Agreement with RIHI.