Filing Analysis
RE/MAX Holdings, Inc. has completed a merger with Real REMAX Group Inc., resulting in the delisting of its common stock from the New York Stock Exchange (NYSE). The company's shares will be suspended from trading effective August 25, 2026, as the company transitions into a wholly owned subsidiary of the surviving entity.
🚩 Red Flags
- Delisting confirmed: The company is being removed from the NYSE and deregistering its securities.
- Termination of reporting obligations: The company will cease being a reporting company under Section 13 and 15(d) of the Exchange Act.
📋 Key Facts
- The merger was consummated on August 24, 2026.
- The transaction involved a two-step merger process (First Merger and Second Merger).
- The merger consideration for Class A common stock was approximately $4.33 in cash plus 0.3535 shares of Real REMAX Group Common Stock, or 0.5150 shares of Real REMAX Group Common Stock for stock-electing shareholders.
- The cash election was oversubscribed, requiring proration of the cash consideration.
- Total aggregate cash consideration paid to former Class A holders was approximately $80 million.
- The company has requested the NYSE to file Form 25 to remove the stock from listing and deregister the common stock.
- The company intends to file Form 15 to terminate its registration and reporting obligations under the Exchange Act.
RE/MAX Holdings, Inc. announced that the Supreme Court of British Columbia has granted the final order for its merger with The Real Brokerage Inc. This completes the legal process for the arrangement plan originally dated April 26, 2026.
📋 Key Facts
- The Supreme Court of British Columbia granted the final order regarding the merger arrangement.
- The merger involves RE/MAX Holdings, Inc., The Real Brokerage Inc., and several entities including Real REMAX Group Inc. and Wildlife Acquisition I Corp.
- The original Arrangement Agreement and Plan of Merger was dated April 26, 2026, and amended on June 12, 2026.
- The announcement was made via a joint press release on August 21, 2026.
RE/MAX Holdings, Inc. and The Real Brokerage Inc. announced preliminary results regarding stockholder elections for merger consideration in connection with Real's proposed acquisition of REMAX. The announcement includes details on the expected proration of the merger consideration.
🚩 Red Flags
- The merger is subject to significant risks, including potential litigation regarding revenue growth and profitability expectations.
- Potential for disruption to business operations and management time during the integration process.
- Risk of failure to achieve anticipated synergies or unexpected costs/charges resulting from the transaction.
📋 Key Facts
- RE/MAX and The Real Brokerage Inc. issued a joint press release on August 20, 2026.
- The filing reports preliminary results of stockholder elections regarding the form of merger consideration.
- The announcement includes details on the expected proration of the merger consideration for the proposed acquisition.
- The transaction is subject to various regulatory approvals and closing conditions.
RE/MAX Holdings, Inc. stockholders approved two major merger proposals during a special meeting held on August 14, 2026. The approval includes the issuance of shares to RIHI, Inc. and a significant merger agreement with The Real Brokerage Inc. ('Real').
🚩 Red Flags
- Significant dilution risk implied by the approval to issue new Class A common stock to RIHI, Inc. stockholders (Proposal 1).
📋 Key Facts
- Stockholders approved Proposal 1: Issuance of Class A common stock to stockholders of RIHI, Inc. pursuant to a Merger Agreement.
- Stockholders approved Proposal 2: Adoption of the Arrangement Agreement and Plan of Merger with The Real Brokerage Inc. ('Real').
- Proposal 3 (Say-on-Pay regarding executive compensation in connection with mergers) was approved on an advisory basis.
- Quorum was met with approximately 79.36% of voting power represented at the meeting.
- The merger involves multiple entities including Rhino Merger Sub I, Inc., Rome Wildlife, Inc., and others.
RE/MAX Holdings, Inc. is being acquired by The Real Brokerage Inc. through an Arrangement Agreement and Plan of Merger. Upon closing, the combined entity will operate as 'Real REMAX Group Inc.' and trade on the Nasdaq under the symbol 'REAX'.
🚩 Red Flags
- The filing involves a complete change in corporate structure and ticker symbol (REMAX to REAX).
- Potential delisting from NYSE as the new entity will trade on Nasdaq.
📋 Key Facts
- The transaction was initiated via an Arrangement Agreement and Plan of Merger dated April 26, 2026.
- A new holding company, Rome Wildlife, Inc., will be formed by Real to facilitate the merger.
- The combined entity is expected to trade on the Nasdaq Global Select Market under ticker 'REAX'.
- Transaction closing is anticipated in the second half of 2026, pending shareholder approval and regulatory conditions.
- A joint proxy statement/prospectus (Form S-4) was declared effective by the SEC on July 9, 2026.
- Special meetings for both Real and REMAX shareholders are scheduled for August 14, 2026.
RE/MAX Holdings, Inc. and The Real Brokerage Inc. issued a joint press release announcing the upcoming deadline for REMAX stockholders to elect their form of consideration regarding the pending acquisition of REMAX by Real.
🚩 Red Flags
- The transaction is subject to various risks including regulatory approvals, shareholder approval, and potential litigation regarding revenue growth expectations.
📋 Key Facts
- The deadline for holders of REMAX Class A common stock to elect their form of consideration is 5:00 p.m. NYC time on August 18, 2026.
- Stockholders holding shares through banks or brokers may face earlier deadlines based on nominee instructions.
- The transaction involves a pending acquisition of REMAX by The Real Brokerage Inc. ('Real').
- A Registration Statement (Form S-4) was filed on June 12, 2026, and declared effective on July 9, 2026.
RE/MAX Holdings, Inc. reports that the U.S. Department of Justice has granted early termination under the Hart-Scott-Rodino (HSR) Act regarding its proposed merger with The Real Brokerage Inc. This regulatory milestone clears a significant hurdle for the transaction, which remains subject to shareholder approvals and other customary closing conditions.
🚩 Red Flags
- Transaction remains subject to customary closing conditions and shareholder votes, which are not guaranteed.
📋 Key Facts
- The U.S. Department of Justice granted early termination under the HSR Act on July 13, 2026.
- RE/MAX Holdings is entering into a merger with The Real Brokerage Inc. (Real) via its subsidiary Rome Wildlife, Inc.
- The transaction requires approval from RE/MAX Holdings stockholders and Real securityholders.
- A Registration Statement (Form S-4) was declared effective on July 9, 2026.
- The merger involves multiple entities including New Wildlife, Merger Sub I, Merger Sub II, and Bidco.
RE/MAX Holdings, Inc. announced its financial results for the first quarter ended March 31, 2026, and provided notice regarding its use of corporate websites for Regulation FD disclosures.
📋 Key Facts
- The company issued a press release on May 8, 2026, reporting results for the quarter ended March 31, 2026.
- Designated several websites, including remaxholdings.com and investors.remaxholdings.com, as channels for disclosing material non-public information.
- The report was signed by Karri Callahan, Chief Financial Officer.
- The filing was made under Items 2.02 and 9.01 of Form 8-K.
RE/MAX Holdings, Inc. has entered into a definitive Arrangement Agreement and Plan of Merger with The Real Brokerage Inc. to combine into a new holding company named Real REMAX Group. Upon completion, RE/MAX shareholders will own approximately 41% of the combined entity, which will be listed on the Nasdaq.
🚩 Red Flags
- The transaction results in a change of control where RE/MAX shareholders become minority owners (41%).
- The deal includes a complex multi-step cross-border structure involving Canadian and U.S. legal entities.
- Mandatory delisting and deregistration of RMAX common stock from the NYSE.
📋 Key Facts
- The merger agreement was signed on April 26, 2026, with The Real Brokerage Inc. (Parent).
- RE/MAX shareholders can elect to receive 5.150 shares of the new company (pre-consolidation) or $13.80 in cash per share.
- The cash consideration is subject to proration with an aggregate cap between $60 million and $80 million.
- Parent shareholders will undergo a 10-for-1 share consolidation and own approximately 59% of the combined company.
- The transaction involves a complex structure including a Canadian 'Arrangement' and Delaware 'Mergers'.
- RE/MAX (RMAX) will be delisted from the NYSE and deregistered upon closing.
- Termination fees are set at $25 million for RE/MAX and $31 million for Parent.
RE/MAX Holdings, Inc. has entered into a definitive agreement to be acquired by The Real Brokerage Inc. In conjunction with the announcement, the company has cancelled its Q1 2026 earnings conference call and webcast originally scheduled for May 8, 2026.
🚩 Red Flags
- Cancellation of a scheduled earnings call, which limits the opportunity for analyst questioning regarding current performance.
- The filing mentions potential termination fees if the merger agreement is terminated.
📋 Key Facts
- Definitive agreement signed for The Real Brokerage Inc. to acquire RE/MAX Holdings, Inc.
- Announcement date: April 27, 2026.
- Cancellation of the Q1 2026 earnings call and webcast previously scheduled for May 8, 2026.
- The transaction is subject to shareholder and regulatory approvals.
- A joint press release was issued and filed as Exhibit 99.1.
RE/MAX Holdings, Inc. has entered into an $8.5 million settlement agreement to resolve remaining claims in the Batton v. NAR class action lawsuit. This settlement follows a prior agreement and covers the company, its subsidiaries, and its franchise network, with payments scheduled upon preliminary and final court approval.
📋 Key Facts
- Settlement agreement reached on March 19, 2026, for a total of $8.5 million.
- The settlement resolves claims in the lawsuit Mya Batton et al. v. The National Association of Realtors et al. (Case No. 1:21-cv-00430).
- Payment schedule: $1.5 million following preliminary court approval and $7.0 million following final court approval.
- RE/MAX intends to fund the settlement using available cash.
- The agreement releases RE/MAX, its subsidiaries, sub-franchisors, and franchisees from the specified claims.
RE/MAX Holdings filed a routine 8-K to announce its Q4 and full-year 2025 financial results via press release on February 19, 2026. The filing also discloses the company's websites as channels for disseminating material non-public information under Regulation FD. No adverse events or red flags are present.
📋 Key Facts
- Announced financial results for Q4 and full year ended December 31, 2025
- Press release furnished (not filed) as Exhibit 99.1 on February 19, 2026
- Company disclosed six websites (remaxholdings.com, investors.remaxholdings.com, remax.com, remax.ca, mottomortgage.com, wemlo.io) as Reg FD disclosure channels
- Signed by CFO Karri Callahan
- Class A Common Stock ($0.0001 par value) trades on NYSE under ticker RMAX
- Company is incorporated in Delaware, headquartered at 5075 South Syracuse Street, Denver, CO 80237
RE/MAX Holdings, Inc. announced the promotion of Chris Lim to President and Chief Growth Officer of its subsidiary, RE/MAX, LLC, effective February 17, 2026.
📋 Key Facts
- Chris Lim promoted from EVP & Chief Growth Officer to President and Chief Growth Officer of RE/MAX, LLC.
- Annual base salary for the new role is $425,000.
- Long-term incentive includes a grant value of 200% of base salary (split 50% performance-based RSU / 50% time-based RSU).
- Short-term incentive target is 70% of base salary.
- Eligible for a one-time cash bonus equal to annual base salary if revenue or Adjusted EBITDA targets are met by Dec 31, 2027.
- No related party transactions or family relationships reported.
RE/MAX Holdings, Inc. announced the resignation of Dr. Christine Riordan from its Board of Directors, effective February 10, 2026.
📋 Key Facts
- Dr. Christine Riordan resigned from the Board of Directors on February 10, 2026.
- The resignation was communicated to the Board on the same day it became effective.
RE/MAX Holdings, Inc. filed an 8-K to announce its quarterly financial results for the period ending September 30, 2025. The filing serves as a formal announcement of the press release containing these results.
📋 Key Facts
- The company issued a press release on October 30, 2025, regarding financial results for the quarter ended September 30, 2025.
- Financial results were furnished via Exhibit 99.1.
- Company identified specific websites (remaxholdings.com, remax.com, etc.) used for Regulation FD compliance.
RE/MAX Holdings, Inc. announced an amendment to its existing credit agreement that extends the maturity date of its revolving credit facility by approximately 22 months.
🚩 Red Flags
- Extension of debt maturity can sometimes indicate a need for more liquidity runway, though here it appears to be a standard refinancing/extension of terms.
📋 Key Facts
- Amendment entered into on September 30, 2025.
- The Amendment is a Second Amendment to the Second Amended and Restated Credit Agreement dated July 21, 2021.
- Maturity date of the revolving facility extended from June 21, 2026, to April 21, 2028.
- The Borrower is RE/MAX, LLC, a wholly-owned subsidiary of RMCO, LLC (which is controlled by RE/MAX Holdings, Inc.).
- JPMorgan Chase Bank, N.A. serves as the administrative agent.
RE/MAX Holdings, Inc. filed an 8-K to announce its financial results for the quarter ended June 30, 2025. The filing serves as a formal announcement of earnings via press release.
📋 Key Facts
- The company issued a press release on July 29, 2025, regarding financial results for the quarter ending June 30, 2025.
- The report was signed by Karri Callahan, Chief Financial Officer.
- The filing includes Exhibit 99.1 containing the full text of the press release.
RE/MAX Holdings, Inc. announced the departure of Chief Information Officer W. Grady Ligon, effective September 1, 2025. The departure is for personal reasons and not due to any disagreement with the company's operations or policies.
🚩 Red Flags
- None identified; departure stated as non-dispute related.
📋 Key Facts
- W. Grady Ligon is stepping down as Chief Information Officer (CIO).
- Last day of employment is expected to be September 1, 2025.
- Departure is not due to any disagreement with the Company regarding operations, policies, or practices.
- Separation agreement includes salary continuation for nine and one-half months post-termination.
- Includes health benefit stipend and outplacement services for the same period.
- Pro-rated 2025 bonus based on actual company performance is included in the package.
RE/MAX Holdings, Inc. reported the results of its 2025 Annual Meeting of Stockholders and announced a new executive bonus program. Shareholders approved an amendment to the 2023 Omnibus Incentive Plan and ratified Ernst & Young LLP as independent auditors.
🚩 Red Flags
- The bonus plan targets are discretionary and can include contributions from acquisitions, which may incentivize aggressive M&A activity to meet short-term EBITDA goals.
📋 Key Facts
- Stockholders approved an amendment to the 2023 Omnibus Incentive Plan, increasing authorized Class A common stock for issuance by 2,800,000 shares.
- A new bonus program was approved on May 15, 2025, allowing the CEO to award one-time cash bonuses (equal to annual base salary) to senior officers if revenue or Adjusted EBITDA targets are met by December 31, 2027.
- Three directors (David Liniger, Annita Menogan, and Teresa Van De Bogart) were elected to Class III director positions.
- Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Shareholders approved executive compensation on an advisory basis.
RE/MAX Holdings, Inc. filed an 8-K to announce its quarterly financial results for the period ending March 31, 2025. The filing serves as a formal announcement of the earnings release and specifies the digital channels used for Regulation FD compliance.
📋 Key Facts
- Report date: May 1, 2025
- Reporting period: Quarter ended March 31, 2025
- The company issued a press release (Exhibit 99.1) regarding financial results.
- Designated websites for material non-public information disclosure include remaxholdings.com and mottomortgage.com.
Ward Morrison, the President and CEO of RE/MAX subsidiaries Motto Mortgage and wemlo, has announced his intention to retire effective June 15, 2025. Adam Sartin will lead these brands in an interim capacity while a permanent successor is sought.
🚩 Red Flags
- Leadership transition at the subsidiary level (Motto Mortgage and wemlo) creates short-term management uncertainty.
📋 Key Facts
- Ward Morrison (President and CEO of Motto Mortgage and wemlo) to retire effective June 15, 2025.
- Adam Sartin (VP, Franchise Growth and Development) appointed to lead the brands during the search for a new leader.
- Morrison will remain as a part-time consultant through the end of 2025 to assist with transition matters.
RE/MAX Holdings, Inc. filed an 8-K to announce its financial results for the quarter and full year ended December 31, 2024. The filing serves as a formal notice that a press release containing these results has been issued.
📋 Key Facts
- The company reported financial results for the quarter and full year ended December 31, 2024.
- Results were announced via press release on February 20, 2025.
- The filing includes a list of websites used for Regulation FD compliance (remaxholdings.com, investors.remaxholdings.com, remax.com, etc.).
RE/MAX Holdings, Inc. announced the resignation of Amy Lessinger, President of RE/MAX, LLC, effective January 17, 2025. The company is currently searching for a successor and also provided operational updates regarding agent counts and reaffirmed its 2024 financial guidance.
🚩 Red Flags
- Departure of a key subsidiary President (Amy Lessinger) during the year-end closing process.
- 7% decline in U.S. agent count, which is a core driver for the company's revenue model.
📋 Key Facts
- Amy Lessinger resigned as President of RE/MAX, LLC on January 3, 2025; effective date is January 17, 2025.
- U.S. Agent count decreased by 7.0% year-over-year to 51,286 as of Dec 31, 2024.
- Total agent count increased slightly by 1.2% to 146,627.
- Outside the U.S. & Canada saw a significant growth in agents, up 8.7% (5,634 agents).
- Reaffirmed Q4 2024 Revenue guidance: $71.0M - $76.0M and Adjusted EBITDA guidance: $20.5M - $23.5M.
- Reaffirmed Full Year 2024 Revenue guidance: $306.0M - $311.0M and Adjusted EBITDA guidance: $95.0M - $98.0M.
RE/MAX Holdings, Inc. filed an 8-K to announce its quarterly financial results for the period ending September 30, 2024.
📋 Key Facts
- Financial results for the quarter ended September 30, 2024 were released on October 31, 2024.
- The company utilized its official websites (remax.com, etc.) to comply with Regulation FD disclosure requirements.
- The filing is a standard earnings release announcement under Item 2.02.
RE/MAX Holdings, Inc. announced its quarterly financial results for the period ended June 30, 2024, and disclosed a planned leadership transition on its Board of Directors.
🚩 Red Flags
- None identified; retirement was previously disclosed in the April 2024 Proxy Statement and is not due to a disagreement with the company.
📋 Key Facts
- Kathleen Cunningham is retiring from the Board of Directors effective August 19, 2024.
- Cathleen Raffaeli has been appointed to fill Ms. Cunningham's vacancy, effective August 19, 2024.
- Ms. Raffaeli will serve as a Class II member and join both the Audit Committee and Compensation Committee.
- The company issued its Q2 2024 financial results via press release on August 8, 2024.
RE/MAX Holdings, Inc. announced that Serene Smith is transitioning from her role as Chief Operating Officer (COO) to a non-executive part-time position, effective June 3, 2024. The company will no longer have a designated principal operating officer, with responsibilities being redistributed among other executives.
🚩 Red Flags
- Elimination of the Principal Operating Officer role suggests a restructuring or shift in management hierarchy.
- Potential future cash outflow via severance/retention bonus structures if Ms. Smith's transition ends in termination or resignation.
📋 Key Facts
- Serene Smith transitioned from COO/Chief of Staff to a non-executive part-time role on June 3, 2024.
- The company will no longer have a formal Principal Operating Officer; duties are being absorbed by other executive officers.
- A Letter Agreement dated May 31, 2024, outlines potential severance benefits if Ms. Smith is terminated without cause or resigns after one year in the new role.
- Potential severance includes one year of salary continuation ($391,230), health benefits, and accelerated RSU vesting.
- Rob Fuchs joined as Executive Vice President, Human Resources and Administration on June 3, 2024.
RE/MAX Holdings, Inc. reported the results of its annual meeting of stockholders held on May 23, 2024. The meeting included the election of Class II directors, an advisory vote on executive compensation, and the ratification of Ernst & Young LLP as independent auditors.
📋 Key Facts
- Annual meeting held on May 23, 2024.
- Erik Carlson, Kathleen Cunningham, and Dr. Christine Riordan were elected to Class II directors until the 2027 annual meeting.
- Stockholders approved executive compensation on an advisory basis (24,105,930 votes for).
- Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
The U.S. District Court for the Western District of Missouri has granted final approval to a settlement agreement involving RE/MAX, LLC regarding claims related to real estate commissions. The company is required to pay a total of $55.0 million into a qualified settlement fund.
🚩 Red Flags
- Significant cash outflow ($27.5 million remaining to be paid shortly).
- Legal/Regulatory risk: Settlement involves multiple class action lawsuits regarding business practices (commission structures).
📋 Key Facts
- Total settlement amount: $55.0 million.
- RE/MAX paid 50% of the settlement in 2023; the remaining half is expected to be paid within ten business days of final approval.
- The company already recorded a pre-tax charge for the full $55.0 million in its 2023 Consolidated Statements of Income.
- Settlement resolves claims from multiple class action lawsuits (Burnett, Moehrl, Nosalek, and others) regarding excessive commissions/home prices.
- The settlement does not constitute an admission of liability or validity of any claims.
RE/MAX Holdings, Inc. filed an 8-K to announce its financial results for the quarter ended March 30, 2024. The filing serves as a formal notice that earnings results have been released via press release.
📋 Key Facts
- Report date: May 2, 2024
- Reporting period: Quarter ended March 30, 2024
- The company furnished financial results through a press release (Exhibit 99.1)
- Company disclosed specific websites used for Regulation FD compliance.
RE/MAX Holdings, Inc. announced the passing of Board member Laura Kelly on March 15, 2024. Ms. Kelly served on the Audit and Compensation Committees.
📋 Key Facts
- Laura Kelly passed away on March 15, 2024.
- Ms. Kelly was a member of the Board of Directors since 2020.
- She served on the Audit Committee and the Compensation Committee.
- The Board has not yet named a replacement for her position.
This is an amendment to a previous 8-K filing confirming the formal end of Nick Bailey's employment as President and CEO of RE/MAX, LLC. The departure was effective March 12, 2024, following a transitional period.
🚩 Red Flags
- Management turnover (though this appears to be a planned transition rather than an abrupt departure).
📋 Key Facts
- Nick Bailey's employment as President and CEO of RE/MAX, LLC formally ended on March 12, 2024.
- The filing is an amendment (8-K/A) to the initial report filed on February 22, 2024.
- Amy Lessinger was previously promoted to President of RE/MAX effective February 22, 2024.
RE/MAX Holdings, Inc. announced the departure of Nick Bailey from his role as President and CEO of RE/MAX, alongside a leadership restructuring involving several key promotions. The filing also includes the release of financial results for the fiscal year ended December 31, 2023.
🚩 Red Flags
- Departure of the President and CEO (Nick Bailey) can signal internal instability or strategic shifts in micro-cap/mid-cap companies.
📋 Key Facts
- Nick Bailey is leaving his position as President and CEO of RE/MAX.
- Amy Lessinger has been promoted to President of RE/MAX, LLC (effective Feb 22, 2024).
- Amy Lessinger's compensation includes a $355,000 base salary and significant long-term incentive grants (175% of base salary).
- Abby Lee promoted to EVP, Marketing, Communications, and Events.
- Susie Winders promoted to EVP, General Counsel, Chief Compliance Officer, and Secretary.
- The company issued its full year 2023 financial results via press release on February 22, 2024.