The Real Brokerage (REAX) investor relations material

Deal rationale and strategic fit

• Combines a leading real estate franchise network with a fast-growing, technology-driven brokerage to create a differentiated, global platform serving over 180,000 professionals in more than 120 countries.

• Leverages complementary business models: RE/MAX's brand and franchise model with Real's technology and scalable operations, enhancing value for agents, franchisees, consumers, and shareholders.

• Both brands will remain distinct, offering agents and franchisees more tools and flexibility without changing their core models.

• Aims to improve the consumer experience across the home buying and selling lifecycle and deliver a more efficient, integrated transaction process.

• Creates the only major real estate company offering both cloud-based brokerage and a global franchise network.

Financial terms and conditions

• Acquisition values the acquired company at an enterprise value of $880 million, representing a 7x 2025 EBITDA multiple.

• Shareholders can elect to receive either 5.15 shares of the new group per acquired share or $13.80 per share in cash, subject to proration and a total cash cap between $60 million and $80 million.

• Pro forma ownership: 59% acquirer shareholders, 41% acquired shareholders on a fully diluted basis.

• Combined 2025 revenue of $2.3 billion and adjusted EBITDA of $157 million before synergies.

• $550 million in committed financing arranged to refinance debt and fund the cash portion; transaction intended to be tax-free for U.S. federal income tax purposes.

Synergies and expected cost savings

• Anticipated $30 million in annual run-rate cost synergies, mainly from shared services, corporate costs, and technology efficiencies.

• Majority of synergies expected to be realized by calendar year 2027, contributing about 100 basis points of margin expansion.

• Cost savings from elimination of redundant public company costs, vendor rationalization, and real estate footprint optimization.