RE/MAX (RMAX) Proxy filing summary

Executive summary

• Real Brokerage Inc. and RE/MAX Holdings, Inc. entered into a merger agreement, with the transaction expected to close in the second half of 2026, pending shareholder and regulatory approvals.

• The combined entity, Real REMAX Group Inc., will be listed on Nasdaq under the symbol "REAX".

• The merger aims to create synergies, with an illustrative analysis indicating a potential 24.3% incremental implied value for RE/MAX Class A shareholders.

• Forward-looking statements highlight anticipated benefits, synergies, and risks, including regulatory, operational, and market uncertainties.

Voting matters and shareholder proposals

• Special meetings for both companies' shareholders are scheduled for August 14, 2026, to vote on proposals related to the merger, including share issuance, merger approval, compensation, and adjournment.

• Boards of both companies unanimously recommend voting in favor of the transaction-related proposals.

Board of directors and corporate governance

• The post-merger board will comprise experienced leaders from both companies, with no family relationships among directors.

• Directors bring expertise in real estate, technology, finance, capital markets, and business transitions.

• Three standing committees—Audit, Compensation, and Nominating and Corporate Governance—will be established, with independent members as per Nasdaq standards.