{"url_path":"/sec/rmax/8-k/2026-07-14/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1581091/0001104659-26-083350-index.html","accession_number":"0001104659-26-083350","cik":"0001581091","ticker":"RMAX","issuer_name":"RE/MAX Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1581091/0001104659-26-083350-index.html","primary_entity_key":"0001581091","primary_entity_name":"RE/MAX Holdings, Inc."},"word_count":2534,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\n**Arrangement Agreement and Plan of Merger**\n\n \n\nAs previously disclosed, on April 26, 2026, RE/MAX\nHoldings, Inc., a Delaware corporation (the “**Company**”), entered into an Arrangement Agreement and Plan of Merger (as\nmay be amended, modified, supplemented or waived from time to time, the “**Merger Agreement**”) by and among the Company,\nThe Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“**Real**”), Rome Wildlife,\nInc., a Delaware corporation and a wholly owned subsidiary of Real (“**New Wildlife**”), Wildlife Acquisition I Corp.,\na Delaware corporation and a wholly owned subsidiary of New Wildlife (“**Merger Sub I**”), Wildlife Acquisition II LLC,\na Delaware limited liability company and a wholly owned subsidiary of New Wildlife (“**Merger Sub II**”), and 1587802 B.C.\nUnlimited Liability Company, an unlimited liability corporation existing under the laws of the Province of British Columbia and a wholly\nowned subsidiary of New Wildlife (“**Bidco**”).\n\n \n\nCapitalized terms used but not defined herein have\nthe meanings assigned to those terms in the Merger Agreement.\n\n \n\nThe completion of the Contemplated Transactions\nis conditioned on, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended (the “**HSR Act**”).\n\n \n\nOn May 13, 2026, all applicable filing parties\nfiled their respective notification and report forms under the HSR Act. The applicable filing parties voluntarily withdrew their respective\nnotification and report forms on June 12, 2026, and refiled them on June 15, 2026, in each case, in accordance with 16 C.F.R. § 803.12.\n\n \n\nOn July 13, 2026, the U.S. Department of Justice\ngranted early termination under the HSR Act of the waiting period.\n\n \n\nThe completion of the Contemplated Transactions\nremains subject to the satisfaction of other customary closing conditions specified in the Merger Agreement, including the receipt of\nthe requisite approvals of the stockholders of the Company and the securityholders of Real.\n\n \n\n \n\n \n\n \n\n**Cautionary Disclosure Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains certain “forward-looking\nstatements” and “forward-looking information” within the meaning of applicable United States and Canadian securities\nlaws, including Section 27A of the U.S. Securities Act of 1933, as amended (the “**Securities Act**”) and Section 21E of\nthe U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements/forward-looking information include all statements that\ndo not relate solely to historical or current facts, and can generally be identified by the use of words such as “believe,”\n“expect,” “anticipate,” “intend,” “project,” “estimate,” “potential,”\n“plan,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,”\n“may” and “could.” These forward-looking statements/forward-looking information include, but are not limited to,\nstatements related to the expected benefits of the proposed transaction; the anticipated impact of the proposed transaction on the combined\ncompany’s business and future financial and operating results, including the expected leverage of the combined company and the amount\nand timing of synergies from the proposed transaction; the completion of the transaction and the expected timeline; and the ability to\nsatisfy all closing conditions, including the receipt of required approvals for the transaction. Forward-looking statements/forward-looking\ninformation inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected\nin these statements, including statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where,\nin any forward-looking statement, The Real Brokerage Inc. (“**Real**”) or RE/MAX Holdings, Inc. (“**RE/MAX Holdings**”)\nexpress an 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; slowdowns in real estate markets, economic and\nindustry downturns, Real’s ability to attract new agents and retain current agents, Real’s inability to successfully launch\nnew products and features; Real’s inability to scale while improving operating leverage, or inability to successfully execute its\nstrategies, including its strategy related to HeyLeo; possible unfavorable results in legal proceedings; changes in laws, regulations\nor the regulatory environment affecting Real’s business; disruptions to Real’s technology or cybersecurity incidents; and\nother risk factors detailed from time to time in Real’s and RE/MAX Holdings’ reports filed with the SEC and Real’s reports\nfiled with Canadian securities regulators, including Real’s annual report on Form 40-F, current reports on Form 6-K and other documents\nfiled with the SEC, and RE/MAX Holdings’ annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K\nand other documents filed with the SEC and Real’s audited annual financial statements and annual management’s discussion and\nanalysis for the financial year ended December 31, 2025, Annual Information Form dated March 4, 2026, quarterly financial statements and\nquarterly management’s discussion and analysis for the period ended March 31, 2026, filed with Canadian securities regulators, including\ndocuments that have been or will be filed, as applicable, with the SEC and Canadian securities regulators in connection with the proposed\ntransaction.\n\n \n\nThese risks, as well as other risks associated with the proposed transaction,\nare more fully discussed in the proxy statement/prospectus that is included in the Registration Statement (as defined below) and the Real\nmanagement information circular that have been filed with the SEC and with the Canadian securities regulators, as applicable, in connection\nwith the proposed transaction. While the list of factors presented here and in the Registration Statement are considered representative,\nno such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant\nadditional obstacles to the realization of forward-looking statements/forward-looking information. You should not place undue reliance\non any of these forward-looking statements/forward-looking information as they are not guarantees of future performance or outcomes; actual\nperformance and outcomes, including, without limitation, Real’s or RE/MAX Holdings’ actual results of operations, financial\ncondition and liquidity, and the development of new markets or market segments in which Real or RE/MAX Holdings operate, may differ materially\nfrom those made in or suggested by the forward-looking statements/forward-looking information contained in this Current Report on Form\n8-K. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions or updates to any forward-looking statements/forward-looking\ninformation, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise\nrequired by securities and other applicable laws. Neither future distribution of this Current Report on Form 8-K nor the continued availability\nof this Current Report on Form 8-K in archive form on Real’s or RE/MAX Holdings’ website should be deemed to constitute an\nupdate or re-affirmation of these statements as of any future date.\n\n \n\n \n\n \n\n \n\n**Important Information and Where to Find It**\n\n** **\n\nIn connection with the proposed transaction between Real and RE/MAX\nHoldings, each of Real and RE/MAX Holdings has filed and will file relevant materials with the SEC and Canadian securities regulators,\nas applicable, including a management information circular of Real and a registration statement on Form S-4 filed with the SEC on June\n12, 2026, as amended on July 7, 2026 (File No. 333-296768) (the “**Registration Statement**”) that includes a proxy statement\nof RE/MAX Holdings and prospectus of Rome Wildlife, Inc. The Registration Statement was declared effective on July 9, 2026, at which time\nReal filed its management information circular, RE/MAX Holdings filed a definitive proxy statement and Rome Wildlife, Inc. filed a final\nprospectus. Real’s management information circular is being mailed to securityholders of Real and the proxy statement/prospectus\nis being mailed to shareholders of each of RE/MAX Holdings and Real, in each case seeking their respective approval of the proposed transaction\nand other related matters. This Current Report on Form 8-K is not a substitute for the Registration Statement, the proxy statement/prospectus,\nthe Real management information circular or any other document that Real or RE/MAX Holdings (as applicable) has filed or may file with\nthe SEC and Canadian securities regulators, as applicable, in connection with the proposed transaction.\n\n \n\nBEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY\nHOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT INFORMATION CIRCULAR, THE PROXY\nSTATEMENT/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 copies of the Registration\nStatement, the Real management information circular and the proxy statement/prospectus, as well as other filings containing important\ninformation about Real or RE/MAX Holdings, without charge at the SEC’s Internet website (http://www.sec.gov) and under Real’s\nprofile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of the documents filed with the SEC and the Canadian securities regulators\nby Real will be available free of charge on 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**Participants in the Solicitation**\n\n** **\n\nReal, RE/MAX Holdings, their respective directors and certain of their\nrespective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.\nInformation about the directors and executive officers of Real is set forth in its management information circular for its 2026 annual\nmeeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the “**Real Annual Meeting\nCircular**”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the sections captioned “Election\nof Directors,” “Statement of Corporate Governance Practices,” and “Compensation Discussion and Analysis”\nin the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities have changed since the amounts\ndescribed in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed Sale of Securities pursuant to\nRule 144 under the Securities Act on Form 144 filed with the SEC and in insider reports filed with the Canadian securities regulators\non SEDI at www.sedi.ca. Information about the directors and executive officers of RE/MAX Holdings is set forth in its Annual Report on\nForm 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026, as amended by Amendment No. 1 on Form\n10-K/A, filed with the SEC on April 30, 2026 (the “**RE/MAX Annual Report**”). Please refer to the sections captioned “Directors,\nExecutive Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial\nOwners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Transactions and Director Independence”\nin the RE/MAX Annual Report. To the extent holdings of such participants in RE/MAX Holdings’ securities have changed since the amounts\ndescribed in the RE/MAX Annual Report, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements\nof Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude\nunder the tab “Ownership Disclosures.” These documents can be obtained free of charge from the sources indicated above. Additional\ninformation regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security\nholdings or otherwise, are contained in the Registration Statement, the Real management information circular and the proxy statement/prospectus\nand the other relevant materials filed or to be filed with the SEC and Canadian securities regulators, as applicable, if and when they\nbecome available.\n\n \n\n \n\n \n\n \n\n**No Offer or Solicitation**\n\n** **\n\nThis Current Report on Form 8-K is for informational purposes only\nand is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation\nof any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation\nor sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities\nshall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance\nwith applicable Canadian securities laws.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \nRE/MAX HOLDINGS, INC.\n\n \n \n \n\nDate: July 14, 2026\nBy:\n/s/ Karri Callahan\n\n \n \nKarri Callahan\n\n \n \nChief Financial Officer\n\n \n\n \n\n \n\n****"}