{"url_path":"/sec/rmax/8-k/2026-04-27/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1581091/0001104659-26-049039-index.html","accession_number":"0001104659-26-049039","cik":"0001581091","ticker":"RMAX","issuer_name":"RE/MAX Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1581091/0001104659-26-049039-index.html","primary_entity_key":"0001581091","primary_entity_name":"RE/MAX Holdings, Inc."},"word_count":2206,"has_tables":true,"body_markdown":"**Item 7.01 Regulation FD Disclosure**\n\n \n\nOn April 27, 2026, RE/MAX Holdings, Inc. (the “**Company**”)\nand The Real Brokerage Inc. (“**Real**”) issued a joint press release announcing that the Company and Real had entered\ninto a definitive agreement pursuant to which Real will acquire the Company. In light of the pending transaction, the Company also announced that it will no longer be holding its first quarter 2026 earnings conference\ncall and webcast scheduled for May 8, 2026. A copy of the press release is attached hereto as Exhibit\n99.1 and is incorporated by reference herein.\n\n \n\nThe information in this Item 7.01 (including Exhibit\n99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of\n1934, as amended (the “**Exchange Act**”), or otherwise subject to the liabilities of that section, nor shall it be deemed\nto be incorporated by reference in any filings under the Securities Act of 1933, as amended (the “**Securities Act**”),\nor the Exchange Act, except as may be expressly set forth by specific reference in such filing.\n\n \n\n**Cautionary Disclosure Regarding Forward-Looking\nStatements**\n\n \n\nThis Current Report on Form 8-K contains certain\n“forward-looking statements” and “forward-looking information” within the meaning of applicable United States\nand Canadian securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities\nExchange Act of 1934, as amended. Forward-looking statements/forward-looking information include all statements that do not relate solely\nto historical or current facts, and can generally be identified by the use of words such as “believe,” “expect,”\n“anticipate,” “intend,” “project,” “estimate,” “potential,” “plan,”\nand similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may”\nand “could.” These forward-looking statements/forward-looking information include, but are not limited to, statements related\nto the expected benefits of the proposed transaction; the anticipated impact of the proposed transaction on the combined company’s\nbusiness and future financial and operating results, including the expected leverage of the combined company and the amount and timing\nof synergies from the proposed transaction; the completion of the transaction and the expected timeline; and the ability to satisfy all\nclosing conditions, including the receipt of required approvals for the transaction. Forward-looking statements/forward-looking information\ninherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements,\nincluding statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking\nstatement, The Real Brokerage Inc. (“**Real**”) or RE/MAX Holdings, Inc. (“**RE/MAX Holdings**”) express\nan expectation or belief as to future results or events, it is based on Real and/or RE/MAX Holdings’ current plans and expectations,\nexpressed in good faith and believed to have a reasonable basis. However, neither Real nor RE/MAX Holdings can give any assurance that\nany such expectation or belief will result or will be achieved or accomplished. Important risk factors that may cause such a difference\ninclude, but are not limited to: Real’s and RE/MAX Holdings’ ability to consummate the proposed transaction on the expected\ntimeline or at all; Real’s and RE/MAX Holdings’ ability to obtain the necessary regulatory approvals in a timely manner and\nthe risk that such approvals are not obtained or are obtained subject to conditions that are not anticipated; Real’s or RE/MAX Holdings’\nability to obtain approval of their shareholders; the risk that a condition of closing of the proposed transaction may not be satisfied\nor that the closing of the proposed transaction might otherwise not occur; the occurrence of any event, change or other circumstance or\ncondition that could give rise to the termination of the merger agreement, including in circumstances requiring Real or RE/MAX Holdings\nto pay a termination fee; the diversion of management time on transaction-related issues; risks related to disruption from the proposed\ntransaction, including disruption of management time from current plans and ongoing business operations due to the proposed transaction\nand integration matters; the risk that the proposed transaction and its announcement could have an adverse effect on Real’s and\nRE/MAX Holdings’ ability to retain agents, franchisees and personnel or that there could be potential adverse reactions or changes\nto business relationships resulting from the announcement or completion of the proposed transaction; unexpected costs, charges or expenses\nresulting from the proposed transaction; potential litigation relating to the proposed transaction that could be instituted against the\nparties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto;\nthe ability of the combined company to achieve the synergies and other anticipated benefits expected from the proposed transaction or\nsuch synergies and other anticipated benefits taking longer to realize than anticipated; the ability of the combined company to achieve\nthe expected leverage or such leverage taking longer to realize than anticipated; Real’s ability to integrate RE/MAX Holdings promptly\nand effectively; anticipated tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects\nand business and management strategies for the management, expansion and growth of the combined company’s operations; certain restrictions\nduring the pendency of the proposed transaction that may impact Real’s or RE/MAX Holdings’ ability to pursue certain business\nopportunities or strategic transactions or otherwise operate their respective businesses; and other risk factors detailed from time to\ntime in Real’s and RE/MAX Holdings’ reports filed with the SEC and Real’s reports filed with Canadian securities regulators,\nincluding Real’s annual report on Form 40-F, current reports on Form 6-K and other documents filed with the SEC, and RE/MAX Holdings’\nannual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC and Real’s\naudited annual financial statements and annual management’s discussion and analysis for the financial year ended December 31, 2025\nand Annual Information Form dated March 4, 2026 filed with Canadian securities regulators, including documents that will be filed with\nthe SEC and Canadian securities regulators in connection with the proposed transaction.\n\n \n\n \n\n \n\n \n\nThese risks, as well as other risks associated\nwith the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the Registration\nStatement and the Real management information circular that will each be filed with the SEC and Canadian securities regulators, as applicable,\nin connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the\nRegistration Statement will be, considered representative, no such list should be considered to be a complete statement of all potential\nrisks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements/forward-looking\ninformation. You should not place undue reliance on any of these forward-looking statements/forward-looking information as they are not\nguarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Real’s or RE/MAX Holdings’\nactual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Real or\nRE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking information\ncontained in this Current Report on Form 8-K. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions or\nupdates to any forward-looking statements/forward-looking information, whether as a result of new information, future developments or\notherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution\nof this Current Report on Form 8-K nor the continued availability of this Current Report on Form 8-K in archive form on Real’s or\nRE/MAX Holdings’ website should be deemed to constitute an update or re-affirmation of these statements as of any future date.\n\n \n\n**Important Information and Where to Find It**\n\n \n\nIn connection with the proposed transaction between\nReal and RE/MAX Holdings, Real and RE/MAX Holdings will file relevant materials with the SEC and Canadian securities regulators, as applicable,\nincluding a management information circular of Real and a registration statement on Form S-4 (the “**Registration Statement**”)\nthat will include a proxy statement of RE/MAX Holdings and prospectus of Real REMAX Group. Real’s management information circular\nwill be mailed to securityholders of Real and the proxy statement/prospectus will be mailed to shareholders of each of RE/MAX Holdings\nand Real, in each case seeking their respective approval of the proposed transaction and other related matters. This Current Report on\nForm 8-K is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular\nor any other document that Real or RE/MAX Holdings (as applicable) may file with the SEC and Canadian securities regulators, as applicable,\nin connection with the proposed transaction.\n\n \n\nBEFORE MAKING ANY VOTING OR INVESTMENT DECISION,\nINVESTORS AND SECURITY HOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT CIRCULAR,\nTHE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS,\nAS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE\nBECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.\n\n \n\nInvestors and security holders may obtain free\ncopies of the Registration Statement, the Real management information circular and the proxy statement/prospectus (when they become available),\nas well as other filings containing important information about Real or RE/MAX Holdings, without charge at the SEC’s Internet website\n(http://www.sec.gov) and under Real’s profile on SEDAR+ at www.sedarplus.ca,\nas applicable. Copies of the documents filed with the SEC and the Canadian securities regulators by Real will be available free of charge\non Real’s internet website at https://investors.onereal.com or by contacting Real’s\ninvestor relations contact at investors@therealbrokerage.com. Copies of the documents filed with the SEC by RE/MAX Holdings will be available\nfree of charge on RE/MAX Holdings’ internet website at https://investors.remaxholdings.com or by contacting RE/MAX Holdings’\ninvestor relations contact at investorrelations@remax.com. The information included on, or accessible through, Real’s website or\nRE/MAX Holdings’ website is not incorporated by reference into this Current Report on Form 8-K or Real’s and RE/MAX Holdings’\nrespective filings with the SEC and Canadian securities regulators, as applicable.\n\n \n\n \n\n \n\n \n\n**Participants in the Solicitation**\n\n \n\nReal, RE/MAX Holdings, their respective directors\nand certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed\ntransaction. Information about the directors and executive officers of Real is set forth in its management information circular for its\n2026 annual meeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the “**Real Annual\nMeeting Circular**”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the sections captioned\n“Election of Directors,” “Statement of Corporate Governance Practices,” and “Compensation Discussion and\nAnalysis” in the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities have changed\nsince the amounts described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed Sale of Securities\npursuant to Rule 144 under the U.S. Securities Act on Form 144 filed with the SEC and in insider reports filed with the Canadian securities\nregulators on SEDI at wwww.sedi.ca. Information about the directors and executive officers of RE/MAX Holdings is set forth in its proxy\nstatement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 3, 2025 (the “**RE/MAX Holdings Annual\nMeeting Proxy Statement**”) and in its Form 8-K, which was filed with the SEC on May 20, 2025. Please refer to the sections captioned\n“Corporate Governance,” “Director Compensation,” “Information about Executive Officers,” “Compensation\nDiscussion and Analysis,” “Stock Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships\nand Related Party Transactions” in the RE/MAX Holdings Annual Meeting Proxy Statement. To the extent holdings of such participants\nin RE/MAX Holdings’ securities have changed since the amounts described in the RE/MAX Holdings Annual Meeting Proxy Statement, such\nchanges have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed\nwith the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude under the tab “Ownership Disclosures.”\nThese documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in\nthe proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained\nin the Registration Statement, the Real management circular and the proxy statement/prospectus and the other relevant materials filed\nwith the SEC and Canadian securities regulators, as applicable, when they become available.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K is for informational\npurposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities\nor a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which\nsuch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.\nNo offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities\nAct and otherwise in accordance with applicable Canadian securities laws."}