RE/MAX Holdings, Inc.

false 0001581091 0001581091 2026-08-06 2026-08-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2026 RE/MAX Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36101 80-0937145 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 5075 South Syracuse Street Denver , Colorado 80237 (Address of principal executive offices, including Zip code) ( 303 ) 770-5531 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of Each Exchange on Which Registered Class A Common Stock $0.0001 par value per share RMAX New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Explanatory Note On April 26, 2026, The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Real”), entered into an Arrangement Agreement and Plan of Merger (as may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”) to acquire RE/MAX Holdings, Inc., a Delaware corporation (“REMAX”). The transactions contemplated by the Merger Agreement are collectively referred to herein as the “Transaction.” Pursuant to the Merger Agreement, Real formed a new holding company, Rome Wildlife, Inc., a Delaware corporation and a wholly owned subsidiary of Real that is expected to be renamed Real REMAX Group Inc. (“Real REMAX Group”). Upon the closing of the Transaction, Real REMAX Group is expected to trade on the Nasdaq Global Select Market under the symbol “REAX.” The Transaction is expected to close in the second half of 2026, subject to approval by Real’s securityholders and REMAX’s shareholders and satisfaction of specified closing conditions. In connection with the Transaction, Real REMAX Group filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing a joint proxy statement/prospectus and management information circular, which was declared effective by the SEC on July 9, 2026, the date on which each of Real and REMAX first mailed the joint proxy statement/prospectus and management information circular to their shareholders and stockholders, respectively. On August 14, 2026, Real will hold a special meeting of its securityholders (the “Real Meeting”) and REMAX will hold a special meeting of its stockholders (the “REMAX Meeting”), in each case, to consider certain proposals related to the Transaction, as further described in the joint proxy statement/prospectus and management information circular. Item 8.01 Other Events. The following disclosure is intended to supplement the joint proxy statement/prospectus and management information circular and should be read in conjunction with the joint proxy statement/prospectus and management information circular, which is available at the SEC’s website, www.sec.gov, and which should be read in its entirety, including the annexes thereto. The information contained below is incorporated by reference into the joint proxy statement/prospectus and management information circular. Directors and Corporate Governance Directors The following table is dated as of August 6, 2026, and provides information regarding the individuals who are expected to serve as directors of Real REMAX Group (the “Real REMAX Group Directors” and each, a “Real REMAX Group Director”) after the closing of the Transaction. There are no family relationships among any of the Real REMAX Group Directors. Name Age Independent Tamir Poleg 50 No Vikki Bartholomae 55 Yes Erik Carlson 56 No Guy Gamzu 60 Yes Norman Jenkins 63 Yes Larry Klane 66 Yes Ken Pozek 41 No Cathleen Raffaeli 69 Yes Laurence Rose 57 Yes Susanne Greenfield Sandler 41 Yes Tamir Poleg Mr. Poleg was first appointed to the Real Board in 2020 and serves as its Chair. Tamir Poleg is the cofounder and current Chief Executive Officer of Real, which was founded through a subsidiary in 2014. Prior to founding Real, Mr. Poleg founded and served as the Chief Executive Officer of Optimum RE Investments - a real estate company focused on multi-family investments and operations. Before shifting to real estate, Mr. Poleg served in executive sales and business development positions with several technology companies, focusing on wireless infrastructure development and deployment across multiple continents. With over 15 years of real estate experience, including serving as a construction manager, and 9 years of technology company experience, Mr. Poleg is considered an expert in real estate technology and is a member of Forbes Real Estate Council. Mr. Poleg holds a bachelor’s degree in economics and several real estate related accreditations. Mr. Poleg is being appointed to serve on the Real REMAX Group Board because of his extensive real estate and technology company experience, including as the founder of Real. Vikki Bartholomae Ms. Bartholomae was first appointed to the Real Board in 2021 and is a member of its Audit Committee and Nominating and Corporate Governance Committee. Prior to joining Real, Ms. Bartholomae served as Chief of Agent Success at Side from 2018 to 2020 and President at eXp Realty 2016 to 2018, where she helped the company grow from 500 agents to 15,000 agents in three years. Throughout her career, Ms. Bartholomae has also worked as a team leader and agent with Tarbell Realtors, Disney Vacation Development and Keller Williams. Ms. Bartholomae holds a master’s degree from Regent University. Ms. Bartholomae is being appointed to serve on the Real REMAX Group Board because of her extensive leadership experience working with real estate brokerages. Erik Carlson Mr. Carlson has served as Chief Executive Officer of REMAX and as a member of the REMAX Board since 2023. He is an accomplished public company executive with more than 30 years of leadership experience. Prior to joining REMAX, Mr. Carlson spent 28 years with DISH Network Corporation, which was listed on NASDAQ, culminating in six years as President and CEO of the Fortune 200 company. Mr. Carlson is being appointed to serve on the Real REMAX Group Board because his extensive experience leading large-scale operations, driving strategic growth, and overseeing complex organizations brings valuable executive leadership and operational expertise to the Real REMAX Group Board. Guy Gamzu Mr. Gamzu was first appointed to the Real Board in 2020 and is the Chair of its Compensation Committee and a member of its Nominating and Corporate Governance Committee. Mr. Gamzu has served since 1998 as the Chairman of Cubit Investments Ltd., a privately owned investment company that he founded and that specializes in early-stage ve