RE/MAX (RMAX) Proxy filing summary

Executive summary

• Real Brokerage Inc. will acquire RE/MAX Holdings, forming Real REMAX Group, a global technology-enabled real estate platform with over 180,000 professionals in 120+ countries.

• The combined company would have generated $2.3 billion in annual revenue and $157 million in Adjusted EBITDA before synergies in 2025, on a pro forma basis.

• The transaction values RE/MAX Holdings at an enterprise value of $880 million, with the deal expected to close in the second half of 2026, pending regulatory and shareholder approvals.

• The transaction is expected to be accretive to Real's earnings and EBITDA margin within the first full year post-closing, excluding non-recurring merger and integration expenses.

• Real will be headquartered in Miami, with significant operations in Denver, and will trade on NASDAQ under the ticker REAX.

Voting matters and shareholder proposals

• Shareholders of both companies will vote on the proposed transaction, with proxy materials to be mailed to securityholders.

• RE/MAX Holdings shareholders can elect to receive either cash ($13.80 per share) or shares in Real REMAX Group, subject to proration.

• Dave Liniger, controlling 38% of RE/MAX Holdings' voting power, and certain Real officers/directors (16% of Real shares) have agreed to vote in favor.

Board of directors and corporate governance

• The combined company's board will have 10 members, including 3 from the RE/MAX Holdings board.

• Real CEO Tamir Poleg will serve as Chairman and CEO of Real REMAX Group; Real COO Jenna Rozenblat will be Chief Integration Officer.