Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — RE/MAX Holdings, Inc.

Accession: 0001104659-26-090082

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001581091

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2622132d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622132d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2622132d1_8k.htm · Sequence: 1

false

0001581091

0001581091

2026-08-04

2026-08-04

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 4, 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:

x Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ 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 8.01 Other Events.

On August 4, 2026, RE/MAX Holdings, Inc. (“REMAX”)

and The Real Brokerage Inc. (“Real”) issued a joint press release (the “Press Release”) announcing

the upcoming deadline for holders of REMAX Class A common stock to elect the form of consideration that they wish to receive in connection

with the pending acquisition of REMAX by Real. The deadline for stockholders of record is 5:00 p.m. New York City time on August 18, 2026.

Stockholders who hold shares through a bank, broker or other nominee may be subject to an earlier election deadline in accordance with

the instructions of their bank, broker or other nominee.

A copy of the Press Release is attached as Exhibit

99.1 hereto and is incorporated herein by reference.

Cautionary Disclosure Regarding Forward-Looking

Statements

This Current Report on Form 8-K contains certain

“forward-looking statements” and “forward-looking information” within the meaning of applicable United States

and Canadian securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”)

and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements/forward-looking information include

all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “believe,”

“expect,” “anticipate,” “intend,” “project,” “estimate,” “potential,”

“plan,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,”

“may” and “could.” These forward-looking statements/forward-looking information include, but are not limited to,

statements related to the expected benefits of the proposed transaction; the anticipated impact of the proposed transaction on the combined

company’s business and future financial and operating results, including the expected leverage of the combined company and the amount

and timing of synergies from the proposed transaction; the completion of the transaction and the expected timeline; and the ability to

satisfy all closing conditions, including the receipt of required approvals for the transaction. Forward-looking statements/forward-looking

information inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected

in these statements, including statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where,

in any forward-looking statement, Real or REMAX express an expectation or belief as to future results or events, it is based on Real and/or

REMAX’s current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, neither Real nor

REMAX can give any assurance that any such expectation or belief will result or will be achieved or accomplished. Important risk factors

that may cause such a difference include, but are not limited to: Real’s and REMAX’s ability to consummate the proposed transaction

on the expected timeline or at all; Real’s and REMAX’s ability to obtain the necessary regulatory approvals in a timely manner

and the risk that such approvals are not obtained or are obtained subject to conditions that are not anticipated; Real’s or REMAX’s

ability to obtain approval of their shareholders; the risk that a condition of closing of the proposed transaction may not be satisfied

or that the closing of the proposed transaction might otherwise not occur; the occurrence of any event, change or other circumstance or

condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring Real or REMAX to pay a

termination fee; the diversion of management time on transaction-related issues; risks related to disruption from the proposed transaction,

including disruption of management time from current plans and ongoing business operations due to the proposed transaction and integration

matters; the risk that the proposed transaction and its announcement could have an adverse effect on Real’s and REMAX’s ability

to retain agents, franchisees and personnel or that there could be potential adverse reactions or changes to business relationships resulting

from the announcement or completion of the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction;

potential litigation relating to Real and REMAX’s expectations regarding revenue growth and profitability and the business, strategic

plans of Real and REMAX and the proposed transaction that could be instituted against the parties to the Merger Agreement or their respective

directors, managers or officers, including the effects of any outcomes related thereto; the ability of the combined company to achieve

the synergies and other anticipated benefits expected from the proposed transaction or such synergies and other anticipated benefits taking

longer to realize than anticipated; the ability of the combined company to achieve the expected leverage or such leverage taking longer

to realize than anticipated; Real’s ability to integrate REMAX promptly and effectively; anticipated tax treatment, unforeseen liabilities,

future capital expenditures, economic performance, future prospects and business and management strategies for the management, expansion

and growth of the combined company’s operations; certain restrictions during the pendency of the proposed transaction that may impact

Real’s or REMAX’s ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective

businesses; slowdowns in real estate markets, economic and industry downturns, Real’s ability to attract new agents and retain current

agents, Real’s inability to successfully launch new products and features; Real’s inability to scale while improving operating

leverage, or inability to successfully execute its strategies, including its strategy related to HeyLeo; possible unfavorable results

in legal proceedings; changes in laws, regulations or the regulatory environment affecting Real’s business; disruptions to Real’s

technology or cybersecurity incidents; and other risk factors detailed from time to time in Real’s and REMAX’s reports filed

with the SEC and Real’s reports filed with Canadian securities regulators, including Real’s annual report on Form 40-F, current

reports on Form 6-K and other documents filed with the SEC, and REMAX’s annual report on Form 10-K, quarterly reports on Form 10-Q,

current reports on Form 8-K and other documents filed with the SEC and Real’s audited annual financial statements and annual management’s

discussion and analysis for the financial year ended December 31, 2025, Annual Information Form dated March 4, 2026, quarterly financial

statements and quarterly management’s discussion and analysis for the period ended March 31, 2026, filed with Canadian securities

regulators and copies of which are available under Real’s SEDAR+ profile at www.sedarplus.ca, including documents that have been

or will be filed, as applicable, with the SEC and Canadian securities regulators in connection with the proposed transaction.

These risks, as well as other risks associated

with the proposed transaction, are more fully discussed in the proxy statement/prospectus that is included in the Registration Statement

(as defined below) and the Real management information circular that have been filed with the SEC and with the Canadian securities regulators,

as applicable, in connection with the proposed transaction. While the list of factors presented here and in the Registration Statement

and Real management information circular are considered representative, no such list should be considered to be a complete statement of

all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking

statements/forward-looking information. You should not place undue reliance on any of these forward-looking statements/forward-looking

information as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation,

Real’s or REMAX’s actual results of operations, financial condition and liquidity, and the development of new markets or market

segments in which Real or REMAX operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking

information contained in this Current Report on Form 8-K. Neither Real nor REMAX assumes any obligation to publicly provide revisions

or updates to any forward-looking statements/forward-looking information, whether as a result of new information, future developments

or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution

of this Current Report on Form 8-K nor the continued availability of this Current Report on Form 8-K in archive form on Real’s or

REMAX’s website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Important Information and Where to Find It

In connection with the proposed transaction between

Real and REMAX, each of Real and REMAX has filed and will file relevant materials with the SEC and Canadian securities regulators, as

applicable, including a management information circular of Real and a registration statement on Form S-4 filed with the SEC on June 12,

2026, as amended on July 7, 2026 (File No. 333-296768) (the “Registration Statement”) that includes a proxy statement

of REMAX and prospectus of Rome Wildlife, Inc. The Registration Statement was declared effective on July 9, 2026, at which time Real filed

its management information circular, REMAX filed a definitive proxy statement and Rome Wildlife, Inc. filed a final prospectus. Real’s

management information circular was mailed to securityholders of Real and the proxy statement/prospectus was mailed to shareholders of

each of REMAX and Real, in each case seeking their respective approval of the proposed transaction and other related matters. This Current

Report on Form 8-K is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information

circular or any other document that Real or REMAX (as applicable) has filed or may file with the SEC and Canadian securities regulators,

as applicable, in connection with the proposed transaction.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,

INVESTORS AND SECURITY HOLDERS OF REAL AND REMAX ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT INFORMATION CIRCULAR,

THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS,

AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE

BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free

copies of the Registration Statement, the Real management information circular and the proxy statement/prospectus, as well as other filings

containing important information about Real or REMAX, without charge at the SEC’s Internet website (http://www.sec.gov) and

under Real’s profile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of the documents filed with the SEC and the Canadian

securities regulators by Real are available free of charge on Real’s internet website at https://investors.onereal.com or

by contacting Real’s investor relations contact at investors@therealbrokerage.com. Copies of the documents filed with the SEC by

REMAX will be available free of charge on REMAX’s internet website at https://investors.remaxholdings.com or by contacting REMAX’s

investor relations contact at investorrelations@remax.com. The information included on, or accessible through, Real’s website or

REMAX’s website is not incorporated by reference into this Current Report on Form 8-K or Real’s and REMAX’s respective

filings with the SEC and Canadian securities regulators, as applicable.

Participants in the Solicitation

Real, REMAX, their respective directors and certain

of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.

Information about the directors and executive officers of Real is set forth in its management information circular for its 2026 annual

meeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the “Real Annual Meeting

Circular”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the sections captioned “Election

of Directors,” “Statement of Corporate Governance Practices,” and “Compensation Discussion and Analysis”

in the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities have changed since the amounts

described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed Sale of Securities pursuant to

Rule 144 under the Securities Act on Form 144 filed with the SEC and in insider reports filed with the Canadian securities regulators

on SEDI at www.sedi.ca. Information about the directors and executive officers of REMAX is set forth in its Annual Report on Form 10-K

for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026, as amended by Amendment No. 1 on Form 10-K/A, filed

with the SEC on April 30, 2026 (the “REMAX Annual Report”). Please refer to the sections captioned “Directors,

Executive Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Transactions and Director Independence”

in the REMAX Annual Report. To the extent holdings of such participants in REMAX’s securities have changed since the amounts described

in the REMAX Annual Report, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of

Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude

under the tab “Ownership Disclosures.” These documents can be obtained free of charge from the sources indicated above. Additional

information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security

holdings or otherwise, are contained in the Registration Statement, the Real management information circular and the proxy statement/prospectus

and the other relevant materials filed or to be filed with the SEC and Canadian securities regulators, as applicable, if and when they

become available.

No Offer or Solicitation

This Current Report on Form 8-K is for informational

purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities

or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and

otherwise in accordance with applicable Canadian securities laws.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press release issued on August 4, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RE/MAX HOLDINGS, INC.

Date: August 4, 2026

By:

/s/ Karri Callahan

Karri Callahan

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622132d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

REMAX and Real Remind Stockholders of Deadline

to Elect Form of Merger Consideration

Election Deadline for Record Holders is 5:00

p.m. New York City time on August 18, 2026

Denver, August 4, 2026 – RE/MAX Holdings,

Inc. (“REMAX”) (NYSE: RMAX) and The Real Brokerage Inc. (“Real”) (NASDAQ: REAX) today announced

the upcoming deadline for holders of REMAX Class A Common Stock to elect the form of consideration that they wish to receive in the pending

acquisition of REMAX by Real, which will create a leading technology-enabled global real estate platform named Real REMAX Group Inc. (the

“Transaction”). The upcoming deadline for REMAX stockholders of record is 5:00 p.m. New York City time on August 18,

2026 (the “Election Deadline”). The Election Deadline may be extended, in which case REMAX and Real will issue a press

release announcing the new election deadline. No elections will be permitted after the Election Deadline.

REMAX stockholders of record wishing to make

an election as to the form of consideration they wish to receive must deliver a properly completed and executed election form, together

with all required documents and materials, to Computershare Trust Company, N.A. (the “Exchange Agent”) by the Election

Deadline. An election will be valid only if a properly completed and signed election form, together with all required documents and materials

set forth in the Election Form and the instructions thereto, is received by the Exchange Agent by the Election Deadline.

REMAX stockholders who hold shares through a bank,

broker or other nominee will receive (or should request) the election form through their bank, broker, or other nominee and may be subject

to an earlier election deadline in accordance with the instructions of their bank, broker or other nominee. REMAX stockholders must carefully

review and properly complete any election materials that they receive from their bank, broker or other nominee regarding how to make an

election.

REMAX stockholders who, with respect to some

or all of their shares of REMAX Class A Common Stock, do not deliver a properly completed and executed election form, together with

all required documents and materials, to the Exchange Agent by the Election Deadline (or, if applicable, to their bank, broker or

other nominee by the deadline set by such bank, broker or other nominee) will be deemed to have elected to have each of those shares

converted into the right to receive 5.15 shares of Real REMAX Group Inc. stock (to be adjusted to 0.515 prior to the closing of the

transaction to reflect the stock consolidation of Real as contemplated by the Merger Agreement).

The aggregate merger consideration is subject

to proration as described in the proxy statement/prospectus that is included in the Registration Statement (as defined below). The Transaction

is subject to customary closing conditions, including approval by each company’s shareholders.

REMAX stockholders of record that wish to

request an Election Form and accompanying materials (including election revocation materials) or have any questions about how to

make an election regarding their merger consideration should contact D.F. King & Co, Inc. at (800) 848-3416 (for holders of

REMAX Class A Common Stock) or 646-582-7109 (for banks and brokers) or by email at REMAX@dfking.com. REMAX stockholders who

hold shares through a bank, broker or other nominee should contact their bank, broker or other nominee for assistance making or

revoking an election.

REMAX stockholders should carefully read the

proxy statement/prospectus, the Election Form and all election materials provided to them or filed by REMAX and Real in connection with

the Transaction before making their elections.

The Election Deadline does not alter the

deadline for REMAX stockholders to vote on the proposals to be presented for approval at REMAX’s upcoming special meeting of

stockholders.

Cautionary Disclosure Regarding Forward-Looking

Statements

This press release contains certain

“forward-looking statements” and “forward-looking information” within the meaning of applicable United

States and Canadian securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities

Act”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements/forward-looking

information include all statements that do not relate solely to historical or current facts, and can generally be identified by the

use of words such as “believe,” “expect,” “anticipate,” “intend,”

“project,” “estimate,” “potential,” “plan,” and similar expressions or future or

conditional verbs such as “will,” “should,” “would,” “may” and “could.”

These forward-looking statements/forward-looking information include, but are not limited to, statements related to the expected

benefits of the proposed transaction; the anticipated impact of the proposed transaction on the combined company’s business

and future financial and operating results, including the expected leverage of the combined company and the amount and timing of

synergies from the proposed transaction; the completion of the transaction and the expected timeline; and the ability to satisfy all

closing conditions, including the receipt of required approvals for the transaction. Forward-looking statements/forward-looking

information inherently involve many risks and uncertainties that could cause actual results to differ materially from those

projected in these statements, including statements about the consummation of the proposed transaction and the anticipated benefits

thereof. Where, in any forward-looking statement, The Real Brokerage Inc. (“Real”) or RE/MAX Holdings, Inc.

(“REMAX”) express an expectation or belief as to future results or events, it is based on Real and/or

REMAX’s current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, neither Real

nor REMAX can give any assurance that any such expectation or belief will result or will be achieved or accomplished. Important risk

factors that may cause such a difference include, but are not limited to: Real’s and REMAX’s ability to consummate the

proposed transaction on the expected timeline or at all; Real’s and REMAX’s ability to obtain the necessary regulatory

approvals in a timely manner and the risk that such approvals are not obtained or are obtained subject to conditions that are not

anticipated; Real’s or REMAX’s ability to obtain approval of their shareholders; the risk that a condition of closing of

the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the

occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement,

including in circumstances requiring Real or REMAX to pay a termination fee; the diversion of management time on transaction-related

issues; risks related to disruption from the proposed transaction, including disruption of management time from current plans and

ongoing business operations due to the proposed transaction and integration matters; the risk that the proposed transaction and its

announcement could have an adverse effect on Real’s and REMAX’s ability to retain agents, franchisees and personnel or

that there could be potential adverse reactions or changes to business relationships resulting from the announcement or completion

of the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; potential litigation

relating to Real and REMAX’s expectations regarding revenue growth and profitability and the business, strategic plans of Real

and REMAX and the proposed transaction that could be instituted against the parties to the Merger Agreement or their respective

directors, managers or officers, including the effects of any outcomes related thereto; the ability of the combined company to

achieve the synergies and other anticipated benefits expected from the proposed transaction or such synergies and other anticipated

benefits taking longer to realize than anticipated; the ability of the combined company to achieve the expected leverage or such

leverage taking longer to realize than anticipated; Real’s ability to integrate REMAX promptly and effectively; anticipated

tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects and business and

management strategies for the management, expansion and growth of the combined company’s operations; certain restrictions

during the pendency of the proposed transaction that may impact Real’s or REMAX’s ability to pursue certain business

opportunities or strategic transactions or otherwise operate their respective businesses; slowdowns in real estate markets, economic

and industry downturns, Real’s ability to attract new agents and retain current agents, Real’s inability to successfully

launch new products and features; Real’s inability to scale while improving operating leverage, or inability to successfully

execute its strategies, including its strategy related to HeyLeo; possible unfavorable results in legal proceedings; changes in

laws, regulations or the regulatory environment affecting Real’s business; disruptions to Real’s technology or

cybersecurity incidents; and other risk factors detailed from time to time in Real’s and REMAX’s reports filed with the

SEC and Real’s reports filed with Canadian securities regulators, including Real’s annual report on Form 40-F, current

reports on Form 6-K and other documents filed with the SEC, and REMAX’s annual report on Form 10-K, quarterly reports on Form

10-Q, current reports on Form 8-K and other documents filed with the SEC and Real’s audited annual financial statements and

annual management’s discussion and analysis for the financial year ended December 31, 2025, Annual Information Form dated

March 4, 2026, quarterly financial statements and quarterly management’s discussion and analysis for the period ended March

31, 2026, filed with Canadian securities regulators and copies of which are available under Real’s SEDAR+ profile at

www.sedarplus.ca, including documents that have been or will be filed, as applicable, with the SEC and Canadian securities

regulators in connection with the proposed transaction.

These risks, as well as other risks

associated with the proposed transaction, are more fully discussed in the proxy statement/prospectus that is included in the

Registration Statement (as defined below) and the Real management information circular that have been filed with the SEC and with

the Canadian securities regulators, as applicable, in connection with the proposed transaction. While the list of factors presented

here and in the Registration Statement and Real management information circular are considered representative, no such list should

be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant

additional obstacles to the realization of forward-looking statements/forward-looking information. You should not place undue

reliance on any of these forward-looking statements/forward-looking information as they are not guarantees of future performance or

outcomes; actual performance and outcomes, including, without limitation, Real’s or REMAX’s actual results of

operations, financial condition and liquidity, and the development of new markets or market segments in which Real or REMAX operate,

may differ materially from those made in or suggested by the forward-looking statements/forward-looking information contained in

this press release. Neither Real nor REMAX assumes any obligation to publicly provide revisions or updates to any forward-looking

statements/forward-looking information, whether as a result of new information, future developments or otherwise, should

circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this

press release nor the continued availability of this press release in archive form on Real’s or REMAX’s website should

be deemed to constitute an update or re-affirmation of these statements as of any future date.

Important Information and Where to Find It

In connection with the proposed transaction between

Real and REMAX, each of Real and REMAX has filed and will file relevant materials with the SEC and Canadian securities regulators, as

applicable, including a management information circular of Real and a registration statement on Form S-4 filed with the SEC on June 12,

2026, as amended on July 7, 2026 (File No. 333-296768) (the “Registration Statement”) that includes a proxy statement

of REMAX and prospectus of Rome Wildlife, Inc. The Registration Statement was declared effective on July 9, 2026, at which time Real filed

its management information circular, REMAX filed a definitive proxy statement and Rome Wildlife, Inc. filed a final prospectus. Real’s

management information circular was mailed to securityholders of Real and the proxy statement/prospectus was mailed to shareholders of

each of REMAX and Real, in each case seeking their respective approval of the proposed transaction and other related matters. This press

release is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular or

any other document that Real or REMAX (as applicable) has filed or may file with the SEC and Canadian securities regulators, as applicable,

in connection with the proposed transaction.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,

INVESTORS AND SECURITY HOLDERS OF REAL AND REMAX ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT INFORMATION CIRCULAR,

THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS,

AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE

BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free

copies of the Registration Statement, the Real management information circular and the proxy statement/prospectus, as well as other filings

containing important information about Real or REMAX, without charge at the SEC’s Internet website (http://www.sec.gov) and

under Real’s profile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of the documents filed with the SEC and the Canadian

securities regulators by Real are available free of charge on Real’s internet website at https://investors.onereal.com or

by contacting Real’s investor relations contact at investors@therealbrokerage.com. Copies of the documents filed with the SEC by

REMAX will be available free of charge on REMAX’s internet website at https://investors.remaxholdings.com or by contacting REMAX’s

investor relations contact at investorrelations@remax.com. The information included on, or accessible through, Real’s website or

REMAX’s website is not incorporated by reference into this press release or Real’s and REMAX’s respective filings with

the SEC and Canadian securities regulators, as applicable.

Participants in the Solicitation

Real, REMAX, their respective directors and certain

of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.

Information about the directors and executive officers of Real is set forth in its management information circular for its 2026 annual

meeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the “Real Annual Meeting

Circular”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the sections captioned “Election

of Directors,” “Statement of Corporate Governance Practices,” and “Compensation Discussion and Analysis”

in the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities have changed since the amounts

described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed Sale of Securities pursuant to

Rule 144 under the Securities Act on Form 144 filed with the SEC and in insider reports filed with the Canadian securities regulators

on SEDI at www.sedi.ca. Information about the directors and executive officers of REMAX is set forth in its Annual Report on Form 10-K

for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026, as amended by Amendment No. 1 on Form 10-K/A, filed

with the SEC on April 30, 2026 (the “REMAX Annual Report”). Please refer to the sections captioned “Directors,

Executive Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Transactions and Director

Independence” in the REMAX Annual Report. To the extent holdings of such participants in REMAX’s securities have changed

since the amounts described in the REMAX Annual Report, such changes have been reflected on Initial Statements of Beneficial Ownership

on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude

under the tab “Ownership Disclosures.” These documents can be obtained free of charge from the sources indicated above. Additional

information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security

holdings or otherwise, are contained in the Registration Statement, the Real management information circular and the proxy statement/prospectus

and the other relevant materials filed or to be filed with the SEC and Canadian securities regulators, as applicable, if and when they

become available.

No Offer or Solicitation

This press release is for informational purposes

only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation

of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities

shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance

with applicable Canadian securities laws.

About REMAX

REMAX (NYSE: RMAX) is one of the world’s

leading franchisors in the real estate industry, franchising real estate brokerages globally under the REMAX® brand, and mortgage

brokerages within the U.S. under the Motto® Mortgage brand. REMAX was founded in 1973 by Dave and Gail Liniger, with an innovative,

entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Now

with more than 145,000 agents in nearly 8,500 offices and a presence in more than 120 countries and territories, nobody in the world sells

more real estate than REMAX, as measured by total residential transaction sides. Dedicated to innovation and change in the real estate

industry, REMAX launched Motto Franchising, LLC, a ground-breaking mortgage brokerage franchisor, in 2016. Motto Mortgage, the first and

only national mortgage brokerage franchise brand in the U.S., has offices across more than 40 states.

About Real

Real (NASDAQ: REAX) is a real estate experience

company working to make life’s most complex transaction simple. The fast-growing company combines essential real estate, mortgage

and closing services with powerful technology to deliver a single seamless end-to-end consumer experience, guided by trusted agents. With

a presence in all 50 states throughout the U.S. and Canada, Real supports over 35,000 agents who use its digital brokerage platform and

tight-knit professional community to power their own forward-thinking businesses. Additional information can be found on its website at

www.onereal.com.

Contact Information

For additional information, please contact:

REMAX Investor Contact:

REMAX Media Contact:

Joe Schwartz

Keri Henke

(303) 796-3693

(303) 796-3424

joe.schwartz@remax.com

khenke@remax.com

Real Investor Contact:

Real Media Contact:

Loren Irwin

(201) 564-4221

(908) 280-2515

press@therealbrokerage.com

investors@therealbrokerage.com

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Aug. 04, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 04, 2026

Entity File Number

001-36101

Entity Registrant Name

RE/MAX

Holdings, Inc.

Entity Central Index Key

0001581091

Entity Tax Identification Number

80-0937145

Entity Incorporation, State or Country Code

DE

Entity Address, Address Line One

5075

South Syracuse Street

Entity Address, City or Town

Denver

Entity Address, State or Province

CO

Entity Address, Postal Zip Code

80237

City Area Code

303

Local Phone Number

770-5531

Written Communications

true

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class

A Common Stock $0.0001 par value per share

Trading Symbol

RMAX

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration