Definitive Merger Proxy Filed by RE/MAX and Real Brokerage, Setting August 14 Vote on $13.80/Share Deal

summarizeSummary

RE/MAX and Real Brokerage have filed the definitive proxy for their merger, scheduling shareholder votes for August 14, 2026. RE/MAX stockholders can elect $13.80 cash or 5.150 shares of the combined company per share, with the deal backed by fairness opinions and $550 million in committed financing.

check_boxKey Events · M&A and Partnerships · RMAX

• Merger Vote Set for August 14

  RE/MAX and Real Brokerage will hold special shareholder meetings on August 14, 2026, to vote on the merger. RE/MAX stockholders will vote on the merger proposal, the issuance of shares in the RIHI merger, and advisory votes on compensation and adjournment.

• Election Between Cash and Stock

  Each RE/MAX Class A share can be exchanged for either 5.150 shares of New Wildlife (Real REMAX Group) common stock or $13.80 in cash, subject to proration so that total cash paid is between $60 million and $80 million. The stock election ratio is fixed, but the value will fluctuate with Real's share price.

• Fairness Opinions and Financial Analysis

  J.P. Morgan and Morgan Stanley have delivered fairness opinions to the RE/MAX and Real boards, respectively. The proxy includes detailed financial analyses, including discounted cash flow and comparable company analyses, supporting the fairness of the consideration.

• Financing Secured

  Real has obtained a commitment letter for a $550 million 364-day senior secured bridge loan facility from Morgan Stanley and Apollo to fund the cash consideration and refinance RE/MAX's existing debt. The financing is not a condition to closing.

auto_awesomeAnalysis · RMAX · Real Estate & Construction

This definitive proxy statement/prospectus marks a critical milestone in the merger between RE/MAX Holdings and The Real Brokerage. It sets the shareholder vote for August 14, 2026, and provides the first comprehensive look at the deal's mechanics, including the election between 5.150 shares of New Wildlife or $13.80 in cash per RE/MAX share, subject to proration. The filing also includes fairness opinions from J.P. Morgan and Morgan Stanley, detailed pro forma financials, and the $550 million bridge financing commitment. The merger aims to combine Real's tech-driven brokerage with RE/MAX's global franchise network, creating a leading real estate platform. The deal values RE/MAX at a significant premium to its pre-announcement price, but the stock consideration exposes RE/MAX shareholders to the combined company's future performance. The proxy also discloses the interests of directors and officers, including the termination of the RIHI tax receivable agreement and the RIHI merger, which simplifies RE/MAX's corporate structure. With the vote approaching, this filing provides the essential information for shareholders to make an informed decision.