RE/MAX (RMAX) Proxy filing summary

Executive summary

• Real Brokerage Inc. and RE/MAX Holdings, Inc. have agreed to merge, creating Real REMAX Group Inc., a global technology-enabled real estate platform.

• Real shareholders will receive one share of the new entity for each Real share (post 10-for-1 consolidation); RE/MAX stockholders can elect to receive either 0.515 shares of the new entity or $13.80 per share in cash, subject to proration with a total cash pool between $60M and $80M.

• Post-merger, former Real shareholders are expected to own about 60% and former RE/MAX stockholders about 40% of the combined company, assuming maximum cash election.

• The transaction is subject to approval by both companies' shareholders and regulatory authorities, with closing expected in the second half of 2026.

Voting matters and shareholder proposals

• Real securityholders will vote on the Arrangement Resolution; RE/MAX stockholders will vote on the Merger Proposal, Share Issuance Proposal, Compensation Proposal (advisory), and Adjournment Proposal.

• Approval thresholds: Real—66 2/3% of votes cast; RE/MAX—majority of voting power for key proposals.

• Both boards unanimously recommend voting in favor of the proposals.

Board of directors and corporate governance

• The combined company’s board will have 10 members: 7 from Real and 3 from RE/MAX.

• Board composition and governance terms are set in the merger agreement.