RE/MAX (RMAX) Proxy filing summary

Executive summary

• Real Brokerage will acquire RE/MAX Holdings in a transaction valued at approximately $550 million, or $880 million including debt, with shareholders able to elect cash or stock consideration for their shares.

• The combined entity, Real Remax Group, will be led by Real's CEO Tamir Poleg and will continue to operate both brands, aiming to leverage technology for improved agent and client experiences.

• The merger is part of a broader trend of consolidation in the real estate brokerage industry, driven by the need for scale, technology, and data access.

• The transaction is subject to shareholder and regulatory approvals, with closing conditions and potential risks outlined in forward-looking statements.

Voting matters and shareholder proposals

• Shareholders of both companies will be asked to approve the proposed transaction and related matters at upcoming meetings, with proxy materials to be distributed.

• RE/MAX shareholders can choose between 5.15 shares of the new entity or $13.80 in cash per share.

Board of directors and corporate governance

• Real's CEO Tamir Poleg is expected to serve as chairman and CEO of the combined company.

• Information about directors and executive officers, including compensation and governance practices, is available in recent annual meeting materials and will be updated in forthcoming filings.