\nReal REMAX Group Inc. (NASDAQ: REAX) (\u201cReal REMAX Group<\/b>\u201d) announced the successful completion of the previously announced business combination between The Real Brokerage Inc. (\u201cReal<\/b>\u201d) and RE\/MAX Holdings, Inc. (\u201cRE\/MAX Holdings<\/b>\u201d). The combined company is operating under the name Real REMAX Group Inc.<\/p>\n
\nReal\u2019s common shares and RE\/MAX Holdings\u2019 class A Common Stock ceased trading on the Nasdaq Global Select Market (the \u201cNasdaq\u201d) and the New York Stock Exchange, respectively, upon close of trading today. Beginning tomorrow, August 25, 2026, shares of Real REMAX Group\u2019s common stock will start trading on the Nasdaq under the symbol \u201cREAX\u201d.<\/p>\n
\nUnder the terms of the Arrangement Agreement and Plan of Merger (the \u201cMerger Agreement\u201d), former Real shareholders received, following a 10 for 1 share consolidation, one share of common stock in Real REMAX Group for each Real common share owned and former RE\/MAX Holdings stockholders received, based on elections made by such stockholders which were subject to the proration mechanics described in the Merger Agreement, either (i) 0.515 shares of common stock of Real REMAX Group or (ii) approximately $4.33 in cash and approximately 0.3535 shares of common stock of Real REMAX Group for each share of RE\/MAX Holdings\u2019 Class A Common Stock owned.<\/p>\n
\n\u201cThis acquisition marks a significant milestone on our journey to build a technology platform that empowers real estate professionals and improves the consumer experience,\u201d said Tamir Poleg, Chairman and Chief Executive Officer of Real REMAX Group. \u201cBringing together Real\u2019s technology and operating model with REMAX\u2019s global reach and franchise model is a transformational moment for the industry. Together, we are creating a more innovative, more productive and more connected real estate ecosystem that we believe will generate substantial long-term value for agents, franchisees, consumers and shareholders.\u201d<\/p>\n
About Real REMAX Group Advisors Cautionary Disclosure Regarding Forward-Looking Statements \nReal REMAX Group does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, 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 REMAX Group\u2019s website should be deemed to constitute an update or re-affirmation of these statements as of any future date.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260824259117\/en\/<\/a><\/span><\/p>\n Investor Relations
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<\/b>Real REMAX Group Inc. (NASDAQ: REAX) is a leading technology-enabled global real estate platform spanning brokerage, franchising and ancillary services. The fast-growing company combines these essential real estate services with powerful technology to deliver a seamless end-to-end consumer experience, guided by trusted real estate professionals. With 180,000+ agents, more than 100,000 of whom are based in the U.S. and Canada, and a presence in over 120 countries and territories, Real REMAX Group supports agents and broker\/owners to power their own forward-thinking businesses. Additional information can be found on its website at www.realremaxgroup.com<\/a>.<\/p>\n
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<\/b>Morgan Stanley served as exclusive financial advisor and Willkie Farr & Gallagher LLP and Gowling WLG (Canada) LLP served as legal counsel to Real. J.P. Morgan served as exclusive financial advisor and Morrison & Foerster LLP and McCarthy T\u00e9trault LLP served as legal counsel to RE\/MAX Holdings.<\/p>\n
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<\/b>Some of the statements in this press release are “forward-looking statements” and \u201cforward-looking information\u201d 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 U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the amount and timing of synergies from the recently completed business combination (the \u201cbusiness combination\u201d) by and between The Real Brokerage Inc. (\u201clegacy Real\u201d) and RE\/MAX Holdings, Inc. (\u201clegacy REMAX\u201d). 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 \u201canticipate\u201d, \u201cbelieve\u201d, \u201cestimate\u201d, \u201cexpect\u201d, \u201cintend\u201d, \u201cplan\u201d, \u201cpotential\u201d, \u201cproject\u201d, and similar expressions or future or conditional verbs such as \u201ccould\u201d, \u201cmay\u201d, \u201cshould\u201d, \u201cwill\u201d and \u201cwould\u201d. Such forward-looking statements\/forward-looking information include, but are not limited to, statements regarding Real REMAX Group leadership\u2019s confidence in the execution of its strategy; statements regarding the anticipated benefits of the business combination; the anticipated impact of the business combination on Real REMAX Group\u2019s business and financial and operating results, including its expected leverage and the amount and timing of synergies from the business combination. 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 anticipated benefits of the business combination. Where, in any forward-looking statement, Real REMAX Group expresses an expectation or belief as to future results or events, it is based on Real REMAX Group\u2019s current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, Real REMAX Group cannot 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, risks related to disruption from the business combination, including disruption of management time from current plans and ongoing business operations due to the business combination and matters relating to integrating the businesses of legacy Real and legacy REMAX; the risk that the business combination could have an adverse effect on Real REMAX Group\u2019s ability to retain agents, franchisees and personnel or that there could be potential adverse reactions or changes to business relationships resulting from the business combination; unexpected costs, charges or expenses resulting from the business combination; potential litigation relating to the business combination and the effects of any outcomes related thereto; the ability of Real REMAX Group to achieve the synergies and other anticipated benefits expected from the business combination or such synergies and other anticipated benefits taking longer to realize than anticipated; the ability of Real REMAX Group to achieve the expected leverage or such leverage taking longer to realize than anticipated; anticipated tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects and business and management strategies for the management, expansion and growth of Real REMAX Group\u2019s operations; slowdowns in real estate markets, economic and industry downturns, Real REMAX Group\u2019s ability to attract new agents and retain current agents, Real REMAX Group\u2019s inability to successfully launch new products and features; Real REMAX Group\u2019s 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 our reports filed with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d), as well as in legacy Real\u2019s and legacy REMAX\u2019s reports filed with the SEC, including legacy Real\u2019s annual report on Form 40-F, reports on Form 6-K and other documents filed with the SEC, and legacy REMAX\u2019s 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<\/a>, and legacy Real\u2019s reports filed with Canadian securities regulators, including legacy Real\u2019s audited annual financial statements and annual management\u2019s 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\u2019s discussion and analysis for the period ended June 30, 2026, copies of which are available under legacy Real\u2019s SEDAR+ profile at www.sedarplus.ca<\/a>.<\/p>\n<\/p>\n
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Loren Irwin
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Director, Investor Relations and Financial Reporting
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investors@therealbrokerage.com
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908.280.2515<\/p>\n
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