{"url_path":"/sec/rmax/proxy/2026-04-27/000110465926049417","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1581091/0001104659-26-049417-index.html","accession_number":"0001104659-26-049417","cik":"0001581091","ticker":"RMAX","issuer_name":"RE/MAX Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1581091/0001104659-26-049417-index.html","primary_entity_key":"0001581091","primary_entity_name":"RE/MAX Holdings, Inc."},"word_count":2647,"has_tables":false,"body_markdown":"DEFA14A\n1\ntm2612627d3_defa14a.htm\nDEFA14A\n\n**UNITED STATES\nSECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\nProxy Statement Pursuant to Section 14(a) of\n\nthe Securities Exchange Act of 1934 (Amendment No. )\n\nFiled by the Registrant  x \n\nFiled by a Party other than the Registrant  ¨ \n\nCheck the appropriate box:\n\n¨  Preliminary\nProxy Statement\n\n¨  Confidential,\nfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n¨  Definitive\nProxy Statement\n\n¨  Definitive\nAdditional Materials\n\nx  Soliciting\nMaterial under §240.14a-12\n\n**RE/MAX Holdings, Inc.**\n\n(Name of Registrant as Specified In Its Charter)\n\n(Name of Person(s) Filing Proxy Statement,\nif other than the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\nx  No fee\nrequired.\n\n¨  Fee\npaid previously with preliminary materials.\n\n¨  Fee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11\n\nOn April 27, 2026, the Wall Street Journal published\nthe following article:\n\n**Real-Estate Firm Re/Max to Be Sold to The Real Brokerage**\n\nReal-estate firm Re/Max Holdings (RMAX 21.80%) is set to be sold to\ntech-focused The Real Brokerage (REAX 2.68%) in a deal valued at roughly $550 million, the companies announced Monday.\n\nReal-estate firms have been consolidating to gain market share and\naccess more data.\n\n**The details**\n\nIncluding debt, the value of the deal is about $880 million, the companies\nsaid. The Wall Street Journal reported earlier Monday that a deal announcement was imminent.\n\nUnder the terms of the deal, Re/Max shareholders can choose between\n5.15 shares of the new combined entity or $13.80 in cash for each share they own. After the deal closes, Real shareholders will own about\n59% of the new entity, with Re/Max shareholders owning the rest, the companies said.\n\nRe/Max’s shares closed Friday at $7.99 each, giving the company\na market value of around $160 million, not including a roughly 40% stake of nontraded shares controlled by its co-founder Dave Liniger.\nIts shares have been under pressure because of declining revenues and a falling number of Re/Max agents in the U.S.\n\nThe Re/Max holding company franchises brokerages around the world under\nthe Re/Max brand, which is known for its hot-air balloon logo. It also franchises mortgage brokerages in the U.S. under the Motto Mortgage\nbrand.\n\nReal went public in 2021 and has a market value of around $570 million.\nIt has grown rapidly since its 2014 founding and says it relies on artificial intelligence and other technology to operate digitally.\n\nReal Chief Executive Officer Tamir Poleg is expected to serve as chairman\nand CEO of the new entity known as Real Remax Group after the deal closes. The combined company is also expected to continue operating\nboth the Re/Max and Real brands.\n\n“People are getting used to tech-driven experiences in other\nindustries, and real estate has been lagging a little bit,” Poleg said in an interview with the Journal. “With our technology,\nall of their agents and our agents will be able to serve buyers and sellers in a better way.”\n\n**The context**\n\n** **\n\nA deal for Re/Max marks the third major brokerage acquisition in recent\nmonths. Mortgage giant Rocket agreed to buy Redfin in March 2025, followed by Compass striking a deal to acquire Anywhere Real Estate,\nthe parent company of brands including Sotheby’s International Realty and Coldwell Banker, in September.\n\nLarge brokerages can offer better technology platforms and more in-house\nlistings, which can help them recruit agents and attract buyers and sellers.\n\nReal was the No. 7 U.S. brokerage company by sales volume in 2025 and\nRe/Max was No. 4, when including each company’s owned and franchise offices, according to real-estate consulting firm T3 Sixty.\nThe combined company would have more than 180,000 agents, including about 80,000 in the U.S.\n\nHome sales, meanwhile, have been anemic in recent years, pressuring\nreal-estate brokerages and other housing-related industries. Many brokerages have also had to pay large settlements to resolve lawsuits\nrelated to how real-estate agents are paid.\n\n**Cautionary Disclosure Regarding Forward-Looking\nStatements**\n\nThis communication 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, and Section 21E of the U.S. Securities Exchange\nAct of 1934, as amended. Forward-looking statements/forward-looking information include all statements that do not relate solely to historical\nor current facts, and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,”\n“intend,” “project,” “estimate,” “potential,” “plan,” and similar expressions\nor future or conditional verbs such as “will,” “should,” “would,” “may” and “could.”\nThese forward-looking statements/forward-looking information include, but are not limited to, statements related to the expected benefits\nof the proposed transaction; the anticipated impact of the proposed transaction on the combined company’s business and future financial\nand operating results, including the expected leverage of the combined company and the amount and timing of synergies from the proposed\ntransaction; the completion of the transaction and the expected timeline; and the ability to satisfy all closing conditions, including\nthe receipt of required approvals for the transaction. Forward-looking statements/forward-looking information inherently involve many\nrisks and uncertainties that could cause actual results to differ materially from those projected in these statements, including statements\nabout the consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking statement, The\nReal Brokerage Inc. (“**Real**”) or RE/MAX Holdings, Inc. (“**RE/MAX Holdings**”) express an expectation\nor belief as to future results or events, it is based on Real and/or RE/MAX Holdings’ current plans and expectations, expressed\nin good faith and believed to have a reasonable basis. However, neither Real nor RE/MAX Holdings can give any assurance that any such\nexpectation or belief will result or will be achieved or accomplished. Important risk factors that may cause such a difference include,\nbut are not limited to: Real’s and RE/MAX Holdings’ ability to consummate the proposed transaction on the expected timeline\nor at all; Real’s and RE/MAX Holdings’ ability to obtain the necessary regulatory approvals in a timely manner and the risk\nthat 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\nHoldings’ annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents\nfiled with the SEC and Real’s audited annual financial statements and annual management’s discussion and analysis for the\nfinancial year ended December 31, 2025 and Annual Information Form dated March 4, 2026 filed with Canadian securities regulators,\nincluding documents that will be filed with the SEC and Canadian securities regulators in connection with the proposed transaction.\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 communication. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions or updates to any\nforward-looking statements/forward-looking information, whether as a result of new information, future developments or otherwise, should\ncircumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication\nnor the continued availability of this communication in archive form on Real’s or RE/MAX Holdings’ website should be deemed\nto constitute an update or re-affirmation of these statements as of any future date.\n\n**Important Information and Where to Find It**\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 communication is\nnot a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular or any other\ndocument that Real or RE/MAX Holdings (as applicable) may file with the SEC and Canadian securities regulators, as applicable, in connection\nwith the proposed transaction.\n\nBEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS\nAND SECURITY HOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT 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\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, as applicable. Copies of the documents filed with the\nSEC and the Canadian securities regulators by Real will be available free of charge on Real’s internet website at https://investors.onereal.com\nor by contacting Real’s investor relations contact at investors@therealbrokerage.com. Copies of the documents filed with the SEC\nby RE/MAX Holdings will be available free of charge on RE/MAX Holdings’ internet website at https://investors.remaxholdings.com\nor by contacting RE/MAX Holdings’ investor relations contact at investorrelations@remax.com. The information included on, or accessible\nthrough, Real’s website or RE/MAX Holdings’ website is not incorporated by reference into this communication or Real’s\nand RE/MAX Holdings’ respective filings with the SEC and Canadian securities regulators, as applicable.\n\n**Participants in the Solicitation**\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\nAnnual Meeting Circular**”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the\nsections captioned “Election of Directors,” “Statement of Corporate Governance Practices,” and “Compensation\nDiscussion and Analysis” in the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities\nhave changed since the amounts described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed\nSale of Securities pursuant to Rule 144 under the U.S. Securities Act on Form 144 filed with the SEC and in insider reports\nfiled with the Canadian securities regulators on SEDI at wwww.sedi.ca. Information about the directors and executive officers of RE/MAX\nHoldings is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 3,\n2025 (the “**RE/MAX Holdings Annual Meeting Proxy Statement**”) and in its Form 8-K, which was filed with the SEC\non May 20, 2025. Please refer to the sections captioned “Corporate Governance,” “Director Compensation,”\n“Information about Executive Officers,” “Compensation Discussion and Analysis,” “Stock Ownership of Certain\nBeneficial Owners and Management,” and “Certain Relationships and Related Party Transactions” in the RE/MAX Holdings\nAnnual Meeting Proxy Statement. To the extent holdings of such participants in RE/MAX Holdings’ securities have changed since the\namounts described in the RE/MAX Holdings Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial\nOwnership on Form 3 or Statements of 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, will be contained in the Registration Statement, the Real management circular and the proxy statement/prospectus\nand the other relevant materials filed with the SEC and Canadian securities regulators, as applicable, when they become available.\n\n**No Offer or Solicitation**\n\nThis communication is for informational purposes\nonly and 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 U.S. Securities Act and otherwise in\naccordance with applicable Canadian securities laws."}