RE/MAX Holdings, Inc.

false 0001581091 0001581091 2026-04-26 2026-04-26 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): April 26, 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. ¨ Item 1.01 Entry Into a Material Definitive Agreement. Arrangement Agreement and Plan of Merger 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 ”). As explained in greater detail below under “The Mergers and the Arrangement”, pursuant to the terms of the Merger Agreement, (i) the parties thereto will form a new holding company (New Wildlife) to be re-named Real REMAX Group; (ii) shareholders of the Company will have the right to elect to receive, for each share of Company Class A Common Stock (as defined below), 5.150 shares (1) of Real REMAX Group or $13.80 in cash, subject to proration such that the aggregate cash proceeds to shareholders of the Company will be no less than $60 million and no greater than $80 million; and (iii) Parent shareholders will receive 1 share (2) of Real REMAX Group for each existing common share of Parent (“ Parent Common Share ”). Following the closing of the transaction, Parent shareholders are expected to own approximately 59% of the combined company, and Company shareholders are expected to own approximately 41%, assuming the midpoint of available cash consideration to Company shareholders. Capitalized terms used but not defined herein have the meanings assigned to those terms in the Merger Agreement. The Mergers and the Arrangement The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein: (1) Pursuant to an arrangement (the “ Arrangement ”) under the Business Corporations Act (British Columbia) and in accordance with the plan of arrangement of Parent attached to the Merger Agreement as Exhibit G (the “ Plan of Arrangement ”), (i) the issued and outstanding Parent Common Shares will be consolidated on a 10-for-1 basis (the “ Share Consolidation ”), such that each ten shares of outstanding Parent Common Shares shall be consolidated into one share, and (ii) Parent’s shareholders will then transfer all of their Parent Common Shares to Bidco in exchange for common shares of Bidco (and $0.0001 per Parent Common Share in cash) and then those holders of common shares of Bidco will transfer all of their common shares of Bidco to New Wildlife in exchange for shares of common stock of New Wildlife (“ Real REMAX Group Common Stock ”) (collectively, the “ Exchange ”), such that Parent becomes a wholly-owned subsidiary of Bidco. (2) Following the effectiveness of the Arrangement, Merger Sub I will merge with and into the Company (the “ First Merger ”), with the Company surviving the First Merger as a wholly owned subsidiary of New Wildlife, and, as soon as practicable following the First Merger, the Company will merge with and into Merger Sub II (the “ Second Merger ” and together with the First Merger, the “ Mergers ”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of New Wildlife. Each share of Class A common stock of the Company (the “ Company Class A Common Stock ”) issued and outstanding immediately prior to the First Merger Effective Time, including shares of Company Class A Common Stock issued in connection with the RIHI Merger, as described below, and other than (x) shares of Company Class A Common Stock held by the Company as treasury stock or owned by New Wildlife or any subsidiary of New Wildlife or the Company, and (y) Dissenting Shares will be converted into the right to elect to receive either 5.150 (1) shares of Real REMAX Group Common Stock (the “ Stock Election Exchange Ratio ” and such shares, the “ Stock Election Consideration ”) or $13.80 in cash (the “ Per Share Cash Price ” and together with the Stock Election Consideration, the “ Merger Consideration ”), subject to proration such that the cash proceeds will be no less than $60 million and no greater than $80 million, as determined pursuant to the election and allocation procedures in the Merger Agreement. (1) The Stock Election Exchange Ratio will be adjusted prior to the First Merger Effective Time to reflect the 10-for-1 Share Consolidation by dividing 5.150 by 10. (2) To be adjusted to reflect the 10-for-1 Share Consolidation of Parent pursuant to the Arrangement. Each of the parties to the Merger Agreement intends that, for U.S. federal income tax purposes, (1) the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), (2) the Mergers, taken together, the Exchange and the RIHI Merger (as defined below) will together qualify as a transaction described in Section 351 of the Code, and (3) the Merger Agreement be a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and for purposes of Sections 354 and 361 of the Code. Upon the consummation of the Mergers the Real REMAX Group Common Stock will be listed on the Nasdaq Stock Market, and (i) the shares of Company Class A Common Stock and the Parent Common Shares will cease trading and will be delisted and deregistered under the Securities Exchange Act of 1934, as amended, and (ii) Parent will cease to be a reporting issuer under applicable Canadian provincial and territorial securities laws