RE/MAX (RMAX) Proxy filing summary

Executive summary

• Real Brokerage is acquiring RE/MAX Holdings in a transaction valued at $880M, forming the Real REMAX Group, a technology-driven global real estate platform with combined 2025 pro forma revenue of $2.3B and adjusted EBITDA of $157M.

• The combined entity will offer both a cloud-based brokerage and a global franchise network, leveraging proprietary AI-enabled technology and a strong agent community across 180,000+ agents and 120+ countries.

• The transaction is expected to generate $30M in annual run-rate cost savings, with most realized by 2027, and aims for a leverage ratio below 2.0x net debt to adjusted EBITDA within two years post-close.

• Integration will be phased, maintaining both brands, with leadership roles filled based on merit and a focus on early synergy capture and minimal disruption.

• The deal is subject to customary closing conditions, regulatory approvals, and shareholder votes, with expected closing in the second half of 2026.

Voting matters and shareholder proposals

• Shareholders of both companies will vote on the proposed transaction, with proxy materials and management circulars to be distributed for approval.

• Voting agreements are in place with key stakeholders, including RE/MAX Holdings' co-founder (38% voting power) and certain Real officers and directors (16% of shares).

Board of directors and corporate governance

• The new board will have 10 members: 7 from Real and 3 from RE/MAX Holdings.

• Tamir Poleg will serve as Chairman and CEO of the combined group.

• Information on directors and executive officers is available in recent annual meeting circulars and proxy statements.