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Form 8-K

sec.gov

8-K — RE/MAX Holdings, Inc.

Accession: 0001104659-26-099272

Filed: 2026-08-20

Period: 2026-08-20

CIK: 0001581091

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2623567d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623567d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-08-20

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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 20, 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)

¨ 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 7.01 Regulation FD Disclosure.

On August 20, 2026, RE/MAX Holdings, Inc. (“REMAX”)

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

the preliminary results of the elections made by REMAX stockholders regarding the form of merger consideration (the “Merger Consideration”)

to be received in connection with Real’s proposed acquisition of REMAX and the expected proration of the Merger Consideration. A

copy of the Press Release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information contained in Item 7.01 of this

Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed”

for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise

subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other

filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference

in such filing. The Company does not incorporate by reference to this Current Report on Form 8-K information presented at any website

referenced in this report or in any of the Exhibits attached hereto.

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. 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; 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 U.S. Securities and Exchange Commission (“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 June 30, 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 joint proxy statement/prospectus

and management information circular of Real and RE/MAX Holdings dated July 9, 2026, as supplemented on August 6, 2026 (together the “Circular”)

and 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 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 the 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.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Joint press release issued on August 20, 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 20, 2026

By:

/s/ Karri Callahan

Karri Callahan

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623567d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Real and RE/MAX Holdings Announce Preliminary

Results for Election of Form of Merger Consideration by REMAX Stockholders and Expected Timing of Real Share Consolidation

Miami and Denver, August 20, 2026 – The

Real Brokerage Inc. (“Real”) (NASDAQ: REAX) and RE/MAX Holdings, Inc. (“RE/MAX Holdings”) (NYSE:

RMAX) today announced the preliminary results of elections made by RE/MAX Holdings stockholders regarding the form of merger consideration

(the “Merger Consideration”) to be received in connection with Real’s proposed acquisition of RE/MAX Holdings

(the “Proposed Transactions”) pursuant to the companies’ Arrangement Agreement and Plan of Merger, dated as of

April 26, 2026, as amended on June 12, 2026 (the “Merger Agreement”). Completion of the Proposed Transactions, which

is expected to take place on August 24, 2026, remains subject to specified closing conditions, including obtaining the final order of

the Supreme Court of British Columbia approving the arrangement aspects of the Proposed Transactions.

Pursuant to the Merger Agreement and as described

in the election form and accompanying instructions distributed to RE/MAX Holdings stockholders beginning on July 20, 2026, as well as

the joint proxy statement/prospectus and management information circular of Real and RE/MAX Holdings dated July 9, 2026, as supplemented

on August 6, 2026 (the “Joint Proxy Statement/Prospectus and Circular”), upon the consummation of the Proposed Transactions,

each issued and outstanding share of REMAX Class A common stock, par value $0.0001 per share (the “REMAX Class A Common Stock”),

will be converted into the right to receive, at the election of the holder of such share, either: (i) a number of shares of common stock

of Real REMAX Group Inc. (the “Real REMAX Common Stock”) equal to 5.150 (to be adjusted prior to the effective time

of the merger to reflect a 10-for-1 share consolidation of Real's common shares (the “Share Consolidation”) by dividing

5.150 by 10) (the “Stock Election Consideration”), or (ii) $13.80 in cash, without interest (the “Cash Election

Consideration”), subject in each case to proration such that the aggregate cash proceeds to be delivered to RE/MAX Holdings

stockholders will be no less than $60 million and no greater than $80 million (the “Available Maximum Aggregate Cash Amount”),

as determined pursuant to the election and allocation procedures set forth in the Merger Agreement. Pursuant to the Merger Agreement,

in the case of any share of REMAX Class A Common Stock as to which the holder thereof does not properly make an election, such share is

deemed to have elected to receive the Stock Election Consideration.

Because the aggregate amount of cash elected by

RE/MAX Holdings stockholders (the “Aggregate Cash Election Amount”) exceeded the Available Maximum Aggregate Cash Amount,

the Merger Agreement’s proration provisions will apply. As a result, pursuant to the Merger Agreement, each share of REMAX Class

A Common Stock for which a stock election was made (or deemed made) will be converted into the right to receive the Stock Election Consideration

without adjustment, and each share of REMAX Class A Common Stock for which a cash election was made (a “Cash Electing Share”)

will be converted into the right to receive a combination of (a) an amount of cash equal to the quotient of (1) the Available Maximum

Aggregate Cash Amount divided by (2) the total number of Cash Electing Shares, and (b) a number of shares of Real REMAX Common Stock equal

to the product of (1) 0.5150, post-consolidation (the “Exchange Ratio”), multiplied by (2) one minus a fraction, the

numerator of which is the Available Maximum Aggregate Cash Amount and the denominator of which is the Aggregate Cash Election Amount.

Based on available information as of the election

deadline of 5:00 p.m., New York City time, on August 18, 2026 (the “Election Deadline”), the preliminary Merger Consideration

election results are as follows:

· Holders of 18,488,134 shares of REMAX Class A Common Stock elected to receive the Cash Election Consideration.

Because the aggregate cash elected exceeded the Available Maximum Aggregate Cash Amount of $80 million, pursuant to the Merger Agreement’s

proration provisions, as described above, each Cash Electing Share will receive a combination of cash (expected to be approximately $4.33

per share) and Real REMAX Common Stock (expected to be approximately 0.3535 shares of Real REMAX Common Stock per share after giving effect

to the Share Consolidation).

· All other shares of REMAX Class A Common Stock elected (or were deemed to have elected) to receive the

Stock Election Consideration. Pursuant to the Merger Agreement, this amount includes RE/MAX Holdings stockholders who failed to properly

make an election prior to the Election Deadline and, as a result, are deemed to have elected to receive the Stock Election Consideration,

or 0.5150 shares of Real REMAX Common Stock per share after giving effect to the Share Consolidation.

The foregoing Merger Consideration election results

are preliminary only. After the final results of the election process are determined, the exact per share cash amount and number of shares

of Real REMAX Common Stock to be received by holders who made a cash election will be calculated in accordance with the proration provisions

of the Merger Agreement. No fractional shares of Real REMAX Common Stock will be issued in the mergers contemplated by the Merger Agreement,

and holders of REMAX Class A Common Stock will receive cash in lieu of any fractional shares of Real REMAX Common Stock.

Share Consolidation

Real also announced today the anticipated effective

date of the previously announced Share Consolidation, which will serve as the first step of the arrangement contemplated by the Merger

Agreement under Division 5 of Part 9 of the Business Corporations Act (British Columbia). The Share Consolidation was previously

approved as part of the arrangement by Real’s securityholders at Real’s special meeting held on August 14, 2026.

As described in the Joint Proxy Statement/Prospectus

and Circular, in connection with the closing of the Proposed Transactions, the issued and outstanding common shares of Real (the “Real

Common Shares”) will be consolidated on a 10-for-1 basis, such that each 10 outstanding Real Common Shares will be consolidated

into one Real Common Share. Subject to and contingent upon satisfaction of specified closing conditions, including obtaining the final

order of the Supreme Court of British Columbia approving the arrangement aspects of the Proposed Transactions, the Share Consolidation

is expected to occur at 4:01 p.m., New York City time, on August 24, 2026. The Exchange Ratio will be adjusted, to 0.5150, to reflect

the Share Consolidation prior to the effective time of the REMAX merger, as described above.

No fractional shares will be issued in connection

with the Share Consolidation; each fractional Real Common Share that is less than ½ of a Real Common Share will be cancelled without

payment of any consideration and each fractional Real Common Share that is at least ½ of a Real Common Share will be changed into

one whole Real Common Share. The number of Real options and Real restricted share units and the number of Real Common Shares available

on exercise or vesting thereof will be divided by 10 (rounded down to the nearest whole number, to not less than one). Following the Share

Consolidation, shareholders of Real will receive one share of Real REMAX Common Stock for each post-consolidation Real Common Share as

part of the Proposed Transactions.

Assuming the Proposed Transactions are completed

on the timing described above, the shares of Real REMAX Group Inc. are expected to begin trading on the Nasdaq (under the symbol “REAX”)

under the new CUSIP 776105108 when markets open on August 25, 2026.

Further details of the Share Consolidation and

the Proposed Transactions are described in the Joint Proxy Statement/Prospectus and Circular.

About Real

Real (NASDAQ: REAX) is a real estate experience company working to

make life’s most complex transaction simpler. 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 U.S. states and across Canada, Real supports over 36,000 agents who use its digital brokerage platform and tight-knit professional

community to power their own forward-thinking businesses.

About RE/MAX Holdings, Inc.

RE/MAX Holdings, Inc. (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, RE/MAX Holdings

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.

Forward-Looking Statements

This press release contains "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, and Section 21E of the U.S. Securities Exchange Act of 1934,

as amended, and the United States Private Securities Litigation Reform Act of 1995. 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 “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”,

“potential”, “project”, and similar expressions or future or conditional verbs such as “could”, “may”,

“should”, “will” and “would”. Such forward-looking statements/forward-looking information include,

but are not limited to, statements regarding the anticipated benefits of the Proposed Transactions; the anticipated impact of the Proposed

Transactions 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 Transactions; the completion of the Proposed Transactions and

the expected timeline; and the ability to satisfy all closing conditions, including the receipt of required approvals for the Proposed

Transactions. These statements inherently involve numerous risks, uncertainties, and assumptions that could cause actual results to differ

materially from those projected in these statements, including statements about the consummation of the Proposed Transactions and the

anticipated benefits thereof. Where, in any forward-looking statement, Real or RE/MAX Holdings express an expectation or belief as to

future results or events, it is based on Real’s and/or RE/MAX Holdings’ current plans and expectations, expressed in good

faith and believed to have a reasonable basis. However, neither Real nor RE/MAX Holdings can give any assurance that any such expectation

or belief as to future results will be achieved or accomplished. Significant risk factors that may cause such a difference include, but

are not limited to, Real’s and RE/MAX Holdings’ ability to consummate the Proposed Transactions on the expected timeline or

at all; Real’s and RE/MAX Holdings’ ability to obtain the remaining necessary regulatory approvals, including the final order

of the Supreme Court of British Columbia, in a timely manner and the risk that such approvals are not obtained or are obtained subject

to conditions that are not anticipated; the risk that a condition of closing of the Proposed Transactions may not be satisfied or that

the closing of the Proposed Transactions may not otherwise 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 RE/MAX Holdings to pay a

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

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

matters; the risk that the Proposed Transactions and its announcement could have an adverse effect on Real’s and RE/MAX Holdings’

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 Transactions; unexpected costs, charges or expenses resulting from the Proposed

Transactions; potential litigation relating to Real’s and RE/MAX Holdings’ expectations regarding revenue growth and profitability

and the business, strategic plans of Real and RE/MAX Holdings and the Proposed Transactions 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 Transactions 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 RE/MAX Holdings 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 Transactions that may impact Real’s or RE/MAX Holdings’ 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 our business; disruption to our technology or cybersecurity incidents; and other risk factors

detailed from time to time in Real’s and RE/MAX Holdings’ reports filed with the SEC, including Real’s annual report

on Form 40-F, reports on Form 6-K and other documents filed with the SEC, and RE/MAX Holdings’ annual report on Form 10-K, quarterly

reports on Form 10-Q, reports on Form 8-K and other documents filed with the SEC, copies of which are available at www.sec.gov, and Real’s

reports filed with Canadian securities regulators, including 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 and quarterly financial

statements and quarterly management’s discussion and analysis for the period ended June 30, 2026, copies of which are available

under Real’s SEDAR+ profile at www.sedarplus.ca, as well as documents that have been or will be filed, as applicable, with the SEC

and Canadian securities regulators in connection with the Proposed Transactions.

These risks, as well as other risks associated with the Proposed Transactions,

are more fully discussed in the joint proxy statement/prospectus and management information circular of Real and RE/MAX Holdings dated

July 9, 2026, as supplemented on August 6, 2026 (together the “Circular”) and 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 have been filed

with the SEC and with the Canadian securities regulators, as applicable, in connection with the Proposed Transactions. While the list

of factors presented here is, and the list of factors presented in the Circular and in the Registration Statement 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 RE/MAX Holdings’ actual results of operations, financial

condition and liquidity, and the development of new markets or market segments in which Real or RE/MAX Holdings 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 RE/MAX Holdings 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 RE/MAX Holdings’ website should be deemed to constitute an update or re-affirmation

of these statements as of any future date.

Real Inquiries

Investor Relations

Loren Irwin

Director, Investor Relations and Financial Reporting

investors@therealbrokerage.com

908.280.2515

Media Relations

press@therealbrokerage.com

RE/MAX Holdings Inquiries

Investor Relations

Joe Schwartz

SVP, Finance & Investor Relations

investorrelations@remax.com

Media Relations

mediarelations@remax.com

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

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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

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Indicate if registrant meets the emerging growth company criteria.

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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.

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

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

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-Number 240

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

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Local phone number for entity.

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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.

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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.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

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-Subsection d1-1

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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.

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Trading symbol of an instrument as listed on an exchange.

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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.

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-Name Securities Act

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-Section 425

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