RE/MAX Holdings completes merger with The Real Brokerage, stock to be delisted

What happened

RE/MAX Holdings, Inc. (NYSE: RMAX), the Denver-based real estate franchisor, announced in a Form 8-K filed Aug. 24, 2026, that it has completed its previously announced merger with The Real Brokerage Inc. ("Real"). The merger was structured as a two-step transaction involving subsidiaries of Real REMAX Group, a newly formed holding company.

At the close of the merger, each share of RE/MAX Class A common stock was converted into the right to receive either a combination of cash and Real REMAX Group common stock or, for those who elected stock, a fixed exchange ratio. The final election results show that holders of about 18.5 million shares chose cash, while holders of about 11.7 million shares chose stock, and holders of about 3.7 million shares made no election and were treated as stock electors. Because the cash election was oversubscribed, proration was applied, resulting in a blended consideration of approximately $4.33 in cash plus 0.3535 shares of Real REMAX Group common stock per share for cash electors, and 0.5150 shares of Real REMAX Group common stock for stock electors.

Concurrent with the merger, RE/MAX repaid all outstanding amounts under its credit agreement with JPMorgan Chase and terminated its Tax Receivable Agreement with RIHI, Inc.

As a result of the transaction, RE/MAX's common stock will be suspended from trading on the New York Stock Exchange effective prior to the opening on Aug. 25, 2026, and the company will file a Form 25 with the SEC to delist and deregister its shares, followed by a Form 15 to terminate its reporting obligations.

Stock reaction

On the event date, RMAX shares fell 9.25% to close at $12.36, down from the previous close of $13.62. Trading volume surged to 2,565,014 shares, more than six times the average volume of 411,645 shares.

The price decline reflects the market adjusting to the merger consideration, which was set at a fixed exchange ratio and cash amount.

What this means

This 8-K is the formal notice that a major corporate transaction has closed. RE/MAX, which franchises real estate brokerages, is being acquired by The Real Brokerage, a competing real estate technology company. The merger was structured as a reverse triangular merger: two subsidiaries of Real REMAX Group merged with RE/MAX, with the second merger leaving RE/MAX as a wholly owned subsidiary of Real REMAX Group.

The filing details the consideration shareholders receive. "Cash electing shares" refers to shareholders who chose to receive cash plus stock; "stock electing shares" refers to those who chose all stock. The exchange ratio (0.5150) means each RE/MAX share was exchanged for 0.5150 shares of Real REMAX Group common stock. The proration provisions in the merger agreement were triggered because more shareholders wanted cash than the agreement allowed for, so the cash was allocated proportionally.

The Form 25 notice is a standard step in the delisting process: the company asks the NYSE to file a Form 25 with the SEC to remove the stock from listing and deregister it under Section 12(b) of the Securities Exchange Act. After that becomes effective, the company intends to file a Form 15, which suspends its SEC reporting obligations. This is expected and does not indicate any regulatory problem.

The repayment of the credit agreement and termination of the Tax Receivable Agreement are routine steps in closing a merger, clearing the company's pre-merger debts and contractual obligations.