Form 8-K

8-K — RE/MAX Holdings, Inc.

Accession: 0001104659-26-099714

Filed: 2026-08-21

Period: 2026-08-21

CIK: 0001581091

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2623567d2_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623567d2_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): August 21, 2026

RE/MAX

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-36101

80-0937145

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

5075

South Syracuse Street

Denver,

Colorado 80237

(Address of principal executive offices, including

Zip code)

(303)

770-5531

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class

A Common Stock $0.0001 par value per share

RMAX

New

York Stock Exchange

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

On August 21, 2026, RE/MAX Holdings, Inc. (“REMAX”)

and The Real Brokerage Inc. (“Real”) issued a joint press release announcing that the Supreme Court of British Columbia

has granted the final order in connection with the previously announced arrangement of Real pursuant to the terms of the Arrangement Agreement

and Plan of Merger, dated April 26, 2026, as amended on June 12, 2026, by and among Real, REMAX, Real REMAX Group Inc., Wildlife Acquisition

I Corp., Wildlife Acquisition II LLC and 1587802 B.C. Unlimited Liability Company. A copy of the press release is attached as Exhibit

99.1 hereto and is incorporated herein by reference.

The information contained in Item 7.01 of this

Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed”

for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise

subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other

filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference

in such filing. The Company does not incorporate by reference to this Current Report on Form 8-K information presented at any website

referenced in this report or in any of the Exhibits attached hereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Joint press release issued on August 21, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RE/MAX HOLDINGS, INC.

Date: August 21, 2026

By:

/s/ Karri Callahan

Karri Callahan

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623567d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

Joint Press Release

Real and RE/MAX Holdings Announce Real’s

Receipt of Court Approval of Proposed Arrangement in Connection with Proposed Combination

Miami and Denver, August 21, 2026 –

The Real Brokerage Inc. (NASDAQ: REAX) (“Real”) and RE/MAX Holdings, Inc. (NYSE: RMAX) (“RE/MAX

Holdings”) announced that the Supreme Court of British Columbia has granted the final order

in connection with the previously announced arrangement of Real pursuant to the terms of the Arrangement Agreement and Plan of Merger

dated April 26, 2026, as amended on June 12, 2026 (the “Merger Agreement”), between Real and RE/MAX Holdings.

Real’s proposed acquisition of RE/MAX Holdings

was approved by Real’s securityholders and RE/MAX Holdings’ stockholders at their respective special meetings held on August 14,

2026. The arrangement is one component of the transaction contemplated by the Merger Agreement.

Subject to the satisfaction or waiver of any remaining

closing conditions, the parties expect the transaction to close on August 24, 2026.

About Real

Real (NASDAQ: REAX) is a real estate experience

company working to make life’s most complex transaction simpler. The fast-growing company combines essential real estate, mortgage

and closing services with powerful technology to deliver a single seamless end-to-end consumer experience, guided by trusted agents. With

a presence in all 50 states across the U.S. and Canada, Real supports over 36,000 agents who use its digital brokerage platform and tight-knit

professional community to power their own forward-thinking businesses.

About RE/MAX Holdings, Inc.

RE/MAX Holdings, Inc. (NYSE:

RMAX) is one of the world’s leading franchisors in the real estate industry, franchising real estate brokerages globally under the

REMAX® brand, and mortgage brokerages within the U.S. under the Motto® Mortgage brand. REMAX was founded in 1973 by Dave and Gail

Liniger, with an innovative, entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses

with great independence. Now with more than 145,000 agents in nearly 8,500 offices and a presence in more than 120 countries and territories,

nobody in the world sells more real estate than REMAX, as measured by total residential transaction sides. Dedicated to innovation and

change in the real estate industry, RE/MAX Holdings launched Motto Franchising, LLC, a ground-breaking mortgage brokerage franchisor,

in 2016. Motto Mortgage, the first and only national mortgage brokerage franchise brand in the U.S., has offices across more than 40 states.

Cautionary Disclosure Regarding Forward-Looking Statements

This press release contains "forward-looking

statements" and “forward-looking information” 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 United States Private Securities Litigation Reform Act of 1995. 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 “anticipate”, “believe”, “estimate”, “expect”, “intend”,

“plan”, “potential”, “project”, and similar expressions or future or conditional verbs such as “could”,

“may”, “should”, “will” and “would”. Such forward-looking statements/forward-looking

information include, but are not limited to, statements regarding the anticipated benefits of the proposed transaction; the anticipated

impact of the proposed transaction on the combined company’s business and future financial and operating results, including the

expected leverage of the combined company and the amount and timing of synergies from the proposed transaction; the completion of the

proposed transaction and the expected timeline; and the ability to satisfy all closing conditions. 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 consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking

statement, Real or RE/MAX Holdings express an expectation or belief as to future results or events, it is based on Real and/or RE/MAX

Holdings’ current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, neither Real

nor RE/MAX Holdings can 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, Real’s and RE/MAX Holdings’ ability

to consummate the proposed transaction on the expected timeline or at all; the risk that a condition of closing of the proposed transaction

may not be satisfied or that the closing of the proposed transaction may not otherwise occur; the occurrence of any event, change or

other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring

Real or RE/MAX Holdings to pay a termination fee; the diversion of management time on transaction-related issues; risks related to disruption

from the proposed transaction, including disruption of management time from current plans and ongoing business operations due to the

proposed transaction and integration matters; the risk that the proposed transaction and its announcement could have an adverse effect

on Real’s and RE/MAX Holdings’ ability to retain agents, franchisees and personnel or that there could be potential adverse

reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; unexpected

costs, charges or expenses resulting from the proposed transaction; potential litigation relating to the proposed transaction that could

be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects

of any outcomes related thereto; the ability of the combined company to achieve the synergies and other anticipated benefits expected

from the proposed transaction or such synergies and other anticipated benefits taking longer to realize than anticipated; the ability

of the combined company to achieve the expected leverage or such leverage taking longer to realize than anticipated; Real’s ability

to integrate RE/MAX Holdings promptly and effectively; anticipated tax treatment, unforeseen liabilities, future capital expenditures,

economic performance, future prospects and business and management strategies for the management, expansion and growth of the combined

company’s operations; certain restrictions during the pendency of the proposed transaction that may impact Real’s or RE/MAX

Holdings’ ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective businesses;

slowdowns in real estate markets, economic and industry downturns, Real’s ability to attract new agents and retain current agents,

Real’s inability to successfully launch new products and features; Real’s 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 Real’s and RE/MAX Holdings’ reports filed with the SEC, including

Real’s annual report on Form 40-F, reports on Form 6-K and other documents filed with the SEC, and RE/MAX Holdings’

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, and Real’s reports filed with Canadian securities regulators, including Real’s

audited annual financial statements and annual management’s 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’s discussion

and analysis for the period ended June 30, 2026, copies of which are available under Real’s SEDAR+ profile at www.sedarplus.ca,

as well as documents that have been or will be filed, as applicable, with the SEC and Canadian securities regulators in connection with

the proposed transaction.

These risks, as well as other risks associated

with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus and management information circular of

Real and RE/MAX Holdings dated July 9, 2026, as supplemented on August 6, 2026 (together, the “Circular”) and registration

statement on Form S-4 filed with the SEC on June 12, 2026, as amended on July 7, 2026 (File No. 333-296768) (the “Registration

Statement”) that have been filed with the SEC and with the Canadian securities regulators, as applicable, in connection with the

proposed transaction. While the list of factors presented here is, and the list of factors presented in the Circular and in the Registration

Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

Unlisted factors may present significant additional obstacles to the realization of forward-looking statements/forward-looking information.

You should not place undue reliance on any of these forward-looking statements/forward-looking information as they are not guarantees

of future performance or outcomes; actual performance and outcomes, including, without limitation, Real’s or RE/MAX Holdings’

actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Real or

RE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking information

contained in this press release. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions or updates to any

forward-looking statements/forward-looking information, 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’s or RE/MAX Holdings’ website should

be deemed to constitute an update or re-affirmation of these statements as of any future date.

Real Inquiries

Investor Relations

Loren Irwin

Director, Investor Relations and Financial Reporting

investors@therealbrokerage.com

908.280.2515

Media Relations

press@therealbrokerage.com

RE/MAX Holdings Inquiries

Investor Relations

Joe Schwartz

SVP, Finance & Investor Relations

investorrelations@remax.com

Media Relations

mediarelations@remax.com

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