The Real Brokerage Inc. (NASDAQ:REAX) ("Real"), a leading technology-powered real estate brokerage, and RE/MAX Holdings, Inc. (NYSE:RMAX) ("RE/MAX Holdings"), the parent company of RE/MAX, LLC ("REMAX"), one of the world's leading franchisors of real estate brokerage services, today announced that they have entered into a definitive agreement under which Real will acquire RE/MAX Holdings to create a leading technology-enabled global real estate platform named Real REMAX Group. The transaction implies an enterprise value for RE/MAX Holdings of approximately $880 million, representing a fully synergized multiple of 7x 2025 EBITDA. The transaction is expected to be accretive to Real's earnings and Adjusted EBITDA margin within the first full fiscal year following the close of the transaction, excluding non-recurring merger and integration related expenses.

The acquisition brings together two complementary business models, uniting Real's AI-powered, high-growth brokerage platform, proprietary software and vibrant agent community with REMAX's iconic real estate brand and expansive global franchise network with a presence in more than 120 countries and territories and more than 145,000 agents. The combined company will deliver a differentiated end-to-end home buying and home selling experience for the combined company's nearly 8,500 franchisees and 180,000+ agents, more than 100,000 of whom are based in the U.S. and Canada. REMAX and Motto Mortgage, the first and only national mortgage brokerage franchise brand in the U.S., will continue to operate under their current brands. Real will continue to operate as an owned brokerage under the Real brand.

"This acquisition is an important step on our journey to build a technology platform that empowers real estate professionals and improves the consumer experience," said Tamir Poleg, Chairman and Chief Executive Officer of Real. "Bringing together Real's technology and operating model with REMAX's global reach and franchise model is a transformational moment for the industry. Together, we will create a more innovative, more productive and more connected real estate ecosystem that we believe will generate substantial long-term value for agents, franchisees, consumers and shareholders."

"REMAX is pleased to announce this transaction with Real to create a leading global real estate platform," said Erik Carlson, Chief Executive Officer of RE/MAX Holdings. "Real brings differentiated, best-in-class technology that we believe will drive greater choice, higher productivity and expanded support to our network. By joining forces, we will be positioned to deliver a more enhanced experience for all stakeholders – from agents to franchisees to consumers to shareholders – all while strengthening the culture and flexibility that make our brands special."

"This is an extraordinary day in the history of REMAX, and I'm thrilled for what this transaction means for REMAX franchisees, agents and clients, as well as shareholders," said Dave Liniger, REMAX Co-Founder and Chairman of the Board. "When Gail and I founded REMAX in 1973, we built a company for business-minded entrepreneurs with a customer-service mindset. For more than 50 years, REMAX has attracted trusted, productive professionals, shaped the real estate industry, and changed the lives of buyers and sellers around the world. To see the incredible momentum and strength of the REMAX brand today, I know now is the right time and Real is absolutely the right partner to move REMAX into the future. Gail and I look forward to watching REMAX enter its next chapter alongside Real."

Strategic and Financial Benefits of Transaction

  • Complementary operating models supported by AI and proprietary technology: The transaction brings together Real's fast-growing technology-enabled brokerage platform and highly efficient operating model with REMAX's capital-light, higher-margin franchise network and globally recognized brand. The combined company will create a differentiated real estate business spanning brokerage, franchising, fintech and ancillary services.
  • Enhanced value proposition for agents and franchisees: Real estate professionals operating under either brand will benefit from the opportunity to utilize reZEN, Real's integrated technology platform, providing them with greater productivity through streamlined transaction management, AI automation and integrated financial services, including Real Wallet. Franchisees are expected to benefit from stronger agent attraction and retention, expanded revenue opportunities and lower operating costs, while maintaining their existing business model and brand identity.
  • Better outcomes for consumers: Real and REMAX supported approximately 1 million transaction sides in North America and 1.8 million globally in 2025. The combined platform, including Real's innovative AI tools, is expected to deliver a more efficient home buying and selling experience, with faster response times, improved transparency and more consistent execution across the transaction lifecycle, while expanding consumer access to integrated services, including mortgage and title.
  • Stronger financial profile and cash generation: The transaction is expected to be accretive to Real's earnings and Adjusted EBITDA margin within the first full fiscal year following the close of the transaction, excluding non-recurring merger and integration-related expenses. The combined company will benefit from a diversified earnings profile and, on a pro forma basis, would have generated approximately $2.3 billion in annual revenue and $157 million in Adjusted EBITDA before synergies in 2025.1 Strong cash flow for the combined company is expected to support rapid deleveraging consistent with Real's targeted leverage ratio of sub-2.0x net debt-to-Adjusted EBITDA by the end of the second full fiscal year following the close of the transaction, while enabling continued investment in growth and technology.
  • Cost synergies expected to drive margin expansion and strategic reinvestment: The transaction is expected to generate approximately $30 million of annual run-rate cost savings, with the majority expected to be realized within calendar year 2027. These savings are expected to be primarily generated from shared services, corporate and public company costs and technology efficiencies and are expected to contribute approximately 100 basis points of margin expansion once fully realized.

Leadership

Following the close of the transaction, Real Chief Executive Officer Tamir Poleg will serve as Chairman and Chief Executive Officer of the new Real REMAX Group. Real's Chief Operating Officer, Jenna Rozenblat, will serve as Chief Integration Officer in connection with the transaction. Additional leadership positions within the Real REMAX Group are expected to leverage the combined strengths of both organizations. The combined company's 10-member board will include 3 members from the RE/MAX Holdings board.

Real REMAX Group will be headquartered in Miami with significant operations remaining in the Denver area. Its stock is expected to trade on NASDAQ under the ticker REAX.

Transaction Terms

Under the terms of the agreement, which has been approved by the boards of directors of both companies, the parties will form a new holding company called Real REMAX Group.

The transaction values each RE/MAX Holdings share at $13.80 based on Real's closing price on April 24, 2026. Under the terms of the agreement, RE/MAX Holdings shareholders will have the right to elect to receive 5.152 shares of Real REMAX Group or $13.80 in cash, subject to proration such that the aggregate cash proceeds to RE/MAX Holdings shareholders in the transaction will be no less than $60 million and no greater than $80 million. Real shareholders will receive 1 share of Real REMAX Group for each Real share.3 Following the closing of the transaction, Real shareholders are expected to own approximately 59% of the combined company, and RE/MAX Holdings shareholders are expected to own approximately 41% on a fully diluted basis, assuming the midpoint of available cash consideration to RE/MAX Holdings shareholders. The transaction is intended to qualify as a tax-free transaction for U.S. federal income tax purposes.

Time to Close, Approvals and Financing

The transaction is expected to close in the second half of 2026, subject to customary closing conditions, regulatory approvals and approval by each company's shareholders. Dave Liniger, the co-founder and Chairman of RE/MAX Holdings, controls approximately 38% of the voting power of RE/MAX Holdings' outstanding shares and has agreed to vote the shares he controls in favor of the transaction. Certain officers and directors of Real and their affiliated entities, who collectively own approximately 16% of Real's outstanding shares, have agreed to vote their shares in favor of the transaction.

The transaction is not subject to financing. Real has secured a $550 million financing commitment arranged by Morgan Stanley Senior Funding, Inc. and Apollo Global Funding, LLC as joint lead arrangers and bookrunners to refinance RE/MAX Holdings' existing debt and to fund the cash portion of the transaction consideration and transaction costs.