{"url_path":"/sec/rmax/proxy/2026-04-27/000110465926049478","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/1581091/0001104659-26-049478-index.html","accession_number":"0001104659-26-049478","cik":"0001581091","ticker":"RMAX","issuer_name":"RE/MAX Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1581091/0001104659-26-049478-index.html","primary_entity_key":"0001581091","primary_entity_name":"RE/MAX Holdings, Inc."},"word_count":14373,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2612627-2_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\nthe Registrant   x\n\nFiled by\na 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\nfee required.\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\nThis filing contains the following communications:\n\n1.An email sent by RE/MAX Holdings, Inc. (the “Company”)\nto its headquarters employees relating to the Company’s entry into a definitive agreement\nto be acquired by The Real Brokerage Inc. (the “Transaction”).\n\n2.A transcript of the video from the Company’s Co-Founder and\nChairman provided to employees in connection with the Transaction.\n\n3.A transcript of the video from the Company’s CEO provided to\nemployees in connection with the Transaction.\n\n4.An email sent by the Company to its regional leaders in the United\nStates and Canada in connection with the Transaction.\n\n5.An email sent by the Company to its global regional leaders in connection\nwith the Transaction.\n\n6.An email sent by the Company to its brokers, owners and managers\nin connection with the Transaction.\n\n7.A transcript of the video from the Company’s CEO provided to\nbrokers, owners and managers in connection with the Transaction.\n\n8.An email sent by the Company to its affiliates in connection with\nthe Transaction.\n\n9.A transcript of the video from the Company’s CEO provided to\naffiliates in connection with the Transaction.\n\n10.An email sent by the Company to Motto Mortgage broker owners and\nloan originators in connection with the Transaction.\n\n11.An email sent by the Company to its employees in connection with\nthe Transaction.\n\n12.An email sent by the Company to certain of its employees in connection\nwith the Transaction.\n\n13.Questions and Answers provided to the Company’s headquarters\nemployees in connection with the Transaction.\n\n14.Questions and Answers provided to the Company’s affiliates\nin connection with the Transaction.\n\n15.Questions and Answers provided to the Motto Mortgage network in\nconnection with the Transaction.\n\n16.A presentation used by the Company at an employee meeting in connection\nwith the Transaction.\n\n17.A presentation used by the Company at a broker owner town hall in connection\nwith the Transaction.\n\n1.On April 27, 2026, the following email was sent by the Company\nto its headquarters employees:\n\nTeam,\n\nFor more than 50 years, REMAX has been a brand focused on entrepreneurship,\ninnovation and providing an excellent experience to buyers and sellers. Today, we are proud to announce we are building on that heritage\nand our current momentum.\n\n**As we jointly announced with Real, we have entered into a definitive\nagreement for RE/MAX Holdings to be acquired by The Real Brokerage, a leading technology-powered real estate brokerage. This combination\nwill create a leading technology-enabled global real estate company named Real REMAX Group.**\n\nYou can read the full press release here.\n\nHear from Dave Liniger.\n\nHear a few more of my thoughts.\n\nDave Liniger, the Board of Directors, the Executive Leadership Team\nand I are all confident the Company has never been in a better position and that Real is the right partner for this next stage of growth.\n\n**Join us today at 9 a.m. MT for an important\nAll-Team Meeting with more information. You are invited to join virtually or in-person in Aspen at REMAX World Headquarters.**\n\n**Register here.**\n\nWhile we don’t have answers to everything today, there are a\nfew important details to share:\n\n·Until\nthe transaction closes, it is business as usual. There are no immediate changes. REMAX, Motto\nand wemlo will continue to operate independently, and business will continue to move forward\nas it does today. For now, stay focused. Our No. 1 job remains supporting our networks\nand executing on our strategic plan.\n\n·The\ntransaction is expected to close in the second half of 2026, subject to customary approvals\nand closing conditions. Throughout the process, you can expect clear, transparent communications.\n\n·As\nthe press release outlines, under the agreement, following the closing of the transaction,\nthe REMAX and Motto Mortgage franchise brands will be maintained and continue to operate,\nas will the Real brand.\n\n·Between\nnow and when the transaction closes, there is no change to your reporting structure, title,\ncompensation or benefits.\n\n·This\nis a long-term strategic move designed to strengthen the networks and one we believe will\ndeliver value and an enhanced experience to franchisees, agents, consumers and shareholders.\n\nWe know you have a lot of questions, and we’ll address what\nwe can in today’s All-Team Meeting at 9 a.m. MT. This is the beginning of a complex process, and we’ll be planning with\nthe Real team to see the process through to completion.\n\nWe are also communicating this news to the REMAX and Motto Mortgage\nnetworks.\n\nReal is hosting an investor webcast today at 6:30 a.m. MT to\ndiscuss the transaction. The webcast can be accessed here.\n\nThank you for your commitment, dedication and belief in what we continue\nto build. You truly live the MORE values every day, and I look forward to sharing more information on why I think our best days are ahead.\n\nThank you,\n\nErik\n\n2.The following is a transcript of the video from the Company’s\nCo-Founder and Chairman provided to employees on April 27, 2026:\n\nHello, everyone. Dave Liniger here. Today I'm exceptionally proud\nto announce that REMAX is combining with Real to become a new company, Real REMAX Group.\n\nOnce the transaction closes, REMAX and Real will remain separate brands\nunder the new company, and REMAX will continue to operate as a franchise brand.\n\nThis announcement is likely to stir many emotions, but above all, I\nhope it inspires great excitement for you as REMAX moves into the future.\n\nOver the last 50 years, Gail and I have worked tirelessly by your\nside to help build the extraordinary REMAX opportunity. Never in our wildest dreams did we think REMAX would become the global brand\nit is today.\n\nIt's a testament to your passion, professionalism and entrepreneurial\nspirit.\n\nRecently, I've seen the strength of the brand, the momentum of\nthe REMAX Network, and our talented leadership team at many events. Because of that, I believe the time is right and that Real is\nthe best partner for REMAX moving forward.\n\nThis combination will honor the heritage Gail and I built with all\nof you. I am confident this opportunity best positions the brand for the next 50 years.\n\nThroughout the course of REMAX you've heard me talk about the importance\nof having a growth mindset. I've encouraged you to embrace change and not be fearful of it. As you know, change is happening all the\ntime.\n\nYou as part of REMAX, will continue to lead and change the real estate\nindustry and the lives of buyers and sellers.\n\nAs I've said before, be fearless. Do the right thing. Earn people's\ntrust. None of that changes.\n\nWhile I will be stepping down as Chairman of the Board once the transaction\ncloses, please know that Gail and I will forever be your co-founders, your friends, and most of all, your biggest supporters.\n\nTogether with Gail, the Board, Erik and the executive leadership team, I\nbelieve that this move positions all of you and the REMAX brand for a bright future in this ever-changing industry.\n\nWe truly believe Real is the right partner and this path forward is\na great opportunity for you and our shareholders.\n\nThank you for the adventure of a lifetime. And for all that you've\ndone and continue to do for the REMAX network. We look forward to seeing what you and REMAX do next.\n\n3.The following is a transcript of the video from the Company’s\nCEO provided to employees on April 27, 2026:\n\nHello, everyone. Erik Carlson, CEO of REMAX Holdings here. First, I\nwant to thank you. Thank you for helping make REMAX the number one name in real estate, for delivering the best customer experience and\nfor being trusted, productive professionals. Truly, it's incredible to see what our community of more than 145,000 agents across 120\ncountries and territories has accomplished. The momentum the entire network has built throughout the past few years has been nothing\nshort of incredible.\n\nDave, the Board, the executive leadership team, and I all believe\nthat now is the time to build on that momentum and enter the next stage of growth.\n\nHaving REMAX join forces with Real is an incredible opportunity to\nmake both companies stronger in this ever-changing industry. That's why today's announcement that REMAX and Real have entered into an\nagreement to combine our two complementary business models is such an exciting one.\n\nThe new combined company, Real REMAX Group, will be led by chairman\nand CEO Tamir Poleg. The transaction is expected to close later this year, subject to customary approvals and conditions. REMAX and Real\nwill continue to operate as separate brands, with REMAX remaining a franchise model with its current branding. You'll keep enjoying the\nsame benefits of being the number one name in real estate, while also seeing the benefits that are expected from the new alignment. After\nthe transaction closes, this includes the opportunity to utilize Real's integrated technology platform and proprietary software.\n\nNow, when we combine our iconic brand with Real's AI powered brokerage\nplatform, we believe we help transform the industry once again. We'll be positioned to deliver greater value to real estate professionals\nall around the world, helping them be more productive, more collaborative, and more entrepreneurial. We'll also continue to deliver a\nbest-in-class experience for home buyers and sellers, and as part of a larger and diversified organization, we expect to have new opportunities\nand resources to invest and grow.\n\nCombined with their vibrant and productive agent community, Real REMAX\nGroup will span more than 120 countries and include over 180,000 real estate professionals, creating one of the largest real estate networks\nin the world.\n\nThis is big news, and we know this news might come as a surprise,\nbut ultimately it's an amazing next step in the REMAX story, one with great promise for an even brighter future.\n\nOur entire Board, including REMAX Co-founder and Chairman of the board\nDave Liniger, is very supportive of this move, in large part because it puts all of you in a better position moving forward.\n\nWe know you'll have questions, and we'll do our best to answer them\nat a REMAX all team meeting today at 9 a.m. mountain, and the registration link is in the email.\n\nIt's important to note that both companies are publicly traded. So\nthere are guardrails and limitations on what we can share. But we'll be as transparent and open as we can, and we'll certainly keep you\ninformed and updated as things progress. Until the deal closes, it's business as usual at REMAX World Headquarters.\n\nThank you, as always for all you do. We wouldn't be in this position\nwithout all of your support. Thank you. And see you soon.\n\n4.On April 27, 2026, the following email was sent by the Company\nto its regional leaders in the United States and Canada:\n\nRegional leaders,\n\nThis morning, REMAX announced jointly with Real that we have entered\ninto a definitive agreement for RE/MAX Holdings to be acquired by The Real Brokerage, a leading technology-powered real estate brokerage.\nThis combination will create a leading technology-enabled global real estate company named Real REMAX Group.\n\nYou can read the full press release here.\n\nHear from Dave Liniger.\n\nHear a few more of my thoughts.\n\nOur team will be reaching out to each of you this morning to discuss\nfurther.\n\nDave Liniger, the Board of Directors, the Executive Leadership Team\nand I are all confident the Company has never been in a better position and that Real is the right partner for this next stage of growth.\n\nWhile we don’t have answers to everything today, there are a\nfew important details to share:\n\n·Until\nthe transaction closes, it is business as usual. There are no immediate changes, and no action\nis required of you. REMAX World Headquarters will continue to operate independently, and\nbusiness will continue to move forward as it does today. Your region master agreements and\nservices are unaffected.\n\n·The\ntransaction is expected to close in the second half of 2026, subject to customary approvals\nand closing conditions. Throughout the process, you can expect clear, transparent communications\nand to receive the same level of service you have come to expect from REMAX World Headquarters.\n\n·As\nthe press release outlines, under the agreement, following the closing of the transaction,\nthe REMAX and Motto Mortgage franchise brands will be maintained and continue to operate,\nas will the Real brand.\n\n·This\nis a long-term strategic move designed to strengthen the network and one we believe will\ndeliver value and an enhanced experience to regions, franchisees, agents, consumers and shareholders.\n\nThis email – which includes details about a Broker/Owner Town\nHall today at 10:30 am MT – is being sent to all REMAX Broker/Owners and Managers, including those in your regions. An agent version\nwill follow a few minutes later.\n\nPlease know this is the beginning of a complex process. We will be\nplanning with Real as the transaction moves forward to close, and we will share developments as we’re able.\n\nThis is an exciting day and opportunity for the REMAX global community\nand all of you. Thank you for your commitment and contributions over the years to this extraordinary brand. Your hard work and support\nhave helped fuel REMAX to this momentous point, and I know you’ll continue to build the brightest possible future for REMAX.\n\nThank you,\n\n-Erik\n\n5.On April 27, 2026, the following email was sent by the Company\nto its global regional leaders:\n\nGlobal Regional Leaders,\n\nThis morning, REMAX announced jointly with Real that we have entered\ninto a definitive agreement for RE/MAX Holdings to be acquired by The Real Brokerage, a leading technology-powered real estate brokerage.\nThis combination will create a leading technology-enabled global real estate company named Real REMAX Group.\n\nYou can read the full press release here.\n\nHear from Dave Liniger.\n\nHear a few more of my thoughts.\n\nDave Liniger, the Board of Directors, the Executive Leadership Team\nand I are all confident the Company has never been in a better position and that Real is the right partner for this next stage of growth.\n\nWhile we don’t have answers to everything today, there are a\nfew important details to share:\n\n·Until\nthe transaction closes, it is business as usual. There are no immediate changes, and no action\nis required of you. REMAX World Headquarters will continue to operate independently, and\nbusiness will continue to move forward as it does today. Your region master agreements and\nservices are unaffected.\n\n·The\ntransaction is expected to close in the second half of 2026, subject to customary approvals\nand closing conditions. Throughout the process, you can expect clear, transparent communications\nand to receive the same level of service you have come to expect from REMAX World Headquarters.\n\n·As\nthe press release outlines, under the agreement, following the closing of the transaction,\nthe REMAX and Motto Mortgage franchise brands will be maintained and continue to operate,\nas will the Real brand.\n\n·This\nis a long-term strategic move designed to strengthen the network and one we believe will\ndeliver value and an enhanced experience to regions, franchisees, agents, consumers and shareholders.\n\nThis email is being sent to all REMAX Broker/Owners and agents,\nincluding those in your regions.\n\nPlease know this is the beginning of a complex process. We will be\nplanning with Real as the transaction moves forward to close, and we will share developments as we’re able.\n\nThis is an exciting day and opportunity for REMAX and all of you.\nOne of the biggest strengths of REMAX is the power of our global community. Your enthusiasm, dedication and vision have helped the brand\nachieve the unmatched global reach we have today. You are true brand ambassadors. Thank you for your leadership as we continue to build\nthe brightest possible future for REMAX.\n\n-Erik\n\n6.On April 27, 2026, the following email was sent by the Company\nto its brokers, owners and managers:\n\nREMAX Brokers, Owners and Managers,\n\nFor more than 50 years, REMAX has been a brand focused on entrepreneurship,\ninnovation and providing an excellent experience to buyers and sellers. Today, we are proud to announce we are building on that heritage\nand our current momentum.\n\n**As we jointly announced with Real, we have entered into a definitive\nagreement for RE/MAX Holdings to be acquired by The Real Brokerage, a leading technology-powered real estate brokerage. This combination\nwill create a leading technology-enabled global real estate company named Real REMAX Group.**\n\nYou can read the full press release here.\n\nHear from Dave Liniger.\n\nHear a few more of my thoughts.\n\nJoin us today at 10:30 a.m. MT for a REMAX Broker/Owner-only Town Hall.\n\nREMAX Co-Founder and Chairman of the Board Dave Liniger, the Board\nof Directors, the REMAX Executive Leadership Team and I are all confident REMAX has never been in a better position and that Real is\nthe right partner for the brand’s next stage of growth.\n\nWhile we don’t have answers to everything today, there are a\nfew important details to share:\n\n·Until\nthe transaction closes, it is business as usual. There are no immediate changes, and no action\nis required of you. REMAX World Headquarters will continue to operate independently, and\nbusiness will continue to move forward as it does today. Your franchise agreements and services\nare unaffected.\n\n·The\ntransaction is expected to close in the second half of 2026, subject to customary approvals\nand closing conditions. Throughout the process, you can expect clear, transparent communications\nand to receive the same level of service you have come to expect from REMAX World Headquarters.\n\n·As\nthe press release outlines, under the agreement, following the closing of the transaction,\nthe REMAX and Motto Mortgage franchise brands will be maintained and continue to operate,\nas will the Real brand.\n\n·This\nis a long-term strategic move designed to strengthen the network and one we believe will\ndeliver value and an enhanced experience to franchisees, agents, consumers and shareholders.\n\nTo learn more and find answers to your questions, please join us today\nat 10:30 a.m. MT for a REMAX Broker/Owner-only Town Hall.\n\n<>\n\n<>\n\nPlease know this is the beginning of a complex process. We will be\nplanning with Real as the transaction moves forward to close, and we will share developments as we’re able.\n\nThis is an exciting day and opportunity for REMAX and the entire REMAX\nglobal community. Thank you for all you do and will continue to do on behalf of the REMAX brand.\n\n-Erik\n\n7.The following is a transcript of the video from the Company’s\nCEO provided to brokers, owners and managers on April 27, 2026:\n\nHello, everyone. Erik Carlson, CEO of RE/MAX Holdings here. First, I\nwant to thank you. Thank you for helping make REMAX the number one name in real estate, for delivering the best customer experience and\nfor being trusted, productive professionals. Truly, it's incredible to see what our community of more than 145,000 agents across 120\ncountries and territories has accomplished. The momentum the entire network has built throughout the past few years has been nothing\nshort of incredible.\n\nDave, the Board, the executive leadership team, and I all believe\nthat now is the time to build on that momentum and enter the next stage of growth.\n\nHaving REMAX join forces with Real is an incredible opportunity to\nmake both companies stronger in this ever-changing industry. That's why today's announcement that REMAX and Real have entered into an\nagreement to combine our two complementary business models is such an exciting one.\n\nThe new combined company, Real REMAX Group, will be led by chairman\nand CEO Tamir Poleg. The transaction is expected to close later this year, subject to customary approvals and conditions. REMAX and Real\nwill continue to operate as separate brands, with REMAX remaining a franchise model with its current branding. You'll keep enjoying the\nsame benefits of being the number one name in real estate, while also seeing the benefits that are expected from the new alignment. After\nthe transaction closes, this includes the opportunity to utilize Real's integrated technology platform and proprietary software.\n\nNow, when we combine our iconic brand with Real's AI powered brokerage\nplatform, we believe we help transform the industry once again. We'll be positioned to deliver greater value to real estate professionals\nall around the world, helping them be more productive, more collaborative, and more entrepreneurial. We'll also continue to deliver a\nbest-in-class experience for home buyers and sellers, and as part of a larger and diversified organization, we expect to have new opportunities\nand resources to invest and grow.\n\nCombined with their vibrant and productive agent community, Real REMAX\nGroup will span more than 120 countries and include over 180,000 real estate professionals, creating one of the largest real estate networks\nin the world.\n\nThis is big news, and we know this news might come as a surprise,\nbut ultimately it's an amazing next step in the REMAX story, one with great promise for an even brighter future.\n\nOur entire Board, including REMAX Co-founder and Chairman of the board\nDave Liniger, is very supportive of this move, in large part because it puts all of you in a better position moving forward. We know\nyou have questions and we'll do the best to answer them at a REMAX broker/owner town hall today at 10:30 a.m. Mountain Time.\n\nIt's important to note that both companies are publicly traded. So\nthere are guardrails and limitations on what we can share. But we'll be as transparent and open as we can, and we'll certainly keep you\ninformed and updated as things progress. Until the deal closes, it’s business as usual at REMAX World headquarters.\n\nWe're here to help you stay focused on your business and help you\nto win more listings, save time and make more money.\n\nThank you, as always, for all that you do. We appreciate your support\nand thank you for your business.\n\n8.On April 27, 2026, the following email was sent by the Company\nto its affiliates:\n\nREMAX Network,\n\nFor more than 50 years, REMAX has been a brand focused on entrepreneurship,\ninnovation and providing an excellent experience to buyers and sellers. Today, we are proud to announce we are building on that heritage\nand our current momentum.\n\n**As we jointly announced with Real, we have entered into a definitive\nagreement for RE/MAX Holdings to be acquired by The Real Brokerage, a leading technology-powered real estate brokerage. This combination\nwill create a leading technology-enabled global real estate company named Real REMAX Group.**\n\nYou can read the full press release here.\n\nHear from Dave Liniger.\n\nHear a few more of my thoughts.\n\nREMAX Co-Founder and Chairman of the Board Dave Liniger, the Board\nof Directors, the REMAX Executive Leadership Team and I are all confident REMAX has never been in a better position and that Real is\nthe right partner for the brand’s next stage of growth.\n\nWhile we don’t have answers to everything today, there are a\nfew important details to share:\n\n·Until\nthe transaction closes, it is business as usual. There are no immediate changes, and no action\nrequired by you. REMAX World Headquarters will continue to operate independently, and business\nwill continue to move forward as it does today. Your franchise agreements and services are\nunaffected.\n\n·The\ntransaction is expected to close in the second half of 2026, subject to customary approvals\nand closing conditions. Throughout the process, you can expect clear, transparent communications\nand to receive the same level of service you have come to expect from REMAX World Headquarters.\n\n·As\nthe press release outlines, under the agreement, following the closing of the transaction,\nthe REMAX and Motto Mortgage franchise brands will be maintained and continue to operate,\nas will the Real brand.\n\n·This\nis a long-term strategic move designed to strengthen the network and one we believe will\ndeliver value and an enhanced experience to franchisees, agents, consumers and shareholders.\n\nPlease know this is the beginning of a complex process. We will be\nplanning with Real as the transaction moves forward to close, and we will share developments as we’re able.\n\nFor now, please find answers to your most immediate questions in this\nFAQ.\n\nThis is an exciting day and opportunity for REMAX and the entire REMAX\nglobal community. Thank you for all you do and will continue to do on behalf of the REMAX brand.\n\n-Erik\n\n9.The following is a transcript of the video from the Company’s\nCEO provided to affiliates on April 27, 2026:\n\nHello, everyone. Erik Carlson, CEO of RE/MAX Holdings here. First, I\nwant to thank you. Thank you for helping make REMAX the number one name in real estate, for delivering the best customer experience and\nfor being trusted, productive professionals. Truly, it's incredible to see what our community of more than 145,000 agents across 120\ncountries and territories has accomplished. The momentum the entire network has built throughout the past few years has been nothing\nshort of incredible.\n\nDave, the Board, the executive leadership team, and I all believe\nthat now is the time to build on that momentum and enter the next stage of growth.\n\nHaving REMAX join forces with Real is an incredible opportunity to\nmake both companies stronger in this ever-changing industry. That's why today's announcement that REMAX and Real have entered into an\nagreement to combine our two complementary business models is such an exciting one.\n\nThe new combined company, Real REMAX Group, will be led by chairman\nand CEO Tamir Poleg. The transaction is expected to close later this year, subject to customary approvals and conditions. REMAX and Real\nwill continue to operate as separate brands, with REMAX remaining a franchise model with its current branding. You'll keep enjoying the\nsame benefits of being the number one name in real estate, while also seeing the benefits that are expected from the new alignment. After\nthe transaction closes, this includes the opportunity to utilize Real's integrated technology platform and proprietary software.\n\nNow, when we combine our iconic brand with Real's AI powered brokerage\nplatform, we believe we help transform the industry once again. We'll be positioned to deliver greater value to real estate professionals\nall around the world, helping them be more productive, more collaborative, and more entrepreneurial. We'll also continue to deliver a\nbest-in-class experience for home buyers and sellers, and as part of a larger and diversified organization, we expect to have new opportunities\nand resources to invest and grow.\n\nCombined with their vibrant and productive agent community, Real REMAX\nGroup will span more than 120 countries and include over 180,000 real estate professionals, creating one of the largest real estate networks\nin the world.\n\nThis is big news, and we know this news might come as a surprise,\nbut ultimately it's an amazing next step in the REMAX story, one with great promise for an even brighter future.\n\nOur entire Board, including REMAX co-founder and chairman of the Board\nDave Liniger, is very supportive of this move, in large part because it puts all of you in a better position moving forward.\n\nIt's important to note that both companies are publicly traded. So\nthere are guardrails and limitations on what we can share. But we'll be as transparent and open as we can, and we'll certainly keep you\ninformed and updated as things progress. Until the deal closes, it's business as usual at REMAX World headquarters.\n\nWe're here to help you stay focused on your business and help you\nto win more listings, save time and make more money.\n\nThank you, as always, for all that you do. We appreciate your support\nand thank you for your business.\n\n10.On April 27, 2026, the following email was sent by the Company\nto Motto Mortgage broker owners and loan originators:\n\nMotto Mortgage Broker Owners and Loan Originators,\n\nThis morning, RE/MAX Holdings, Inc., parent company of Motto\nMortgage, jointly announced with Real that it has entered into a definitive agreement for REMAX Holdings to be acquired by The Real Brokerage,\na leading technology-powered real estate brokerage. This combination will create a leading technology-enabled global real estate company\nnamed Real REMAX Group.\n\nYou can read the full press release here.\n\nWhile we don’t have answers to everything today, there are a\nfew important details to share:\n\n·Until\nthe transaction closes, it is business as usual. There are no immediate changes, and no action\nrequired by you. Motto Franchising, LLC will continue to operate independently, and business\nwill continue to move forward as it does today. There are no changes to the Motto Mortgage\nbrand or the agreements you have in place.\n\n·The\ntransaction is expected to close in the second half of 2026, subject to customary approvals\nand closing conditions. Throughout the process, you can expect clear, transparent communications\nand to receive the same level of service you have come to expect from Motto Headquarters.\n\n·As\nthe press release outlines, under the agreement, following the closing of the transaction,\nthe Motto Mortgage and REMAX franchise brands will be maintained and continue to operate,\nas will the Real brand.\n\n·This\nis a long-term strategic move designed to strengthen the network and one we believe will\ndeliver value and an enhanced experience to franchisees, agents, consumers and shareholders.\n\nPlease know this is the beginning of a complex process. We will be\nplanning with Real as the transaction moves forward to close, and we will share developments as we’re able.\n\nFor now, please find answers to your most immediate questions in this\nFAQ.\n\n<>\n\nThis is an exciting day in our history. Thank you for your continued\nfocus on serving your business and your clients.\n\n-Vic\n\n11.On April 27, 2026, the following email was sent by the Company\nto its employees:\n\nTeam,\n\nThank you to everyone who attended today’s All-Team Meeting\n– especially on such short notice. We covered a lot of ground, and we hope you came away feeling good about today’s\nnews. As we’ve said throughout, this is an exciting step that builds on our heritage and momentum.\n\nWe aren’t sharing a recording of the meeting, but we’ve\ndeveloped an FAQ document covering much of what was discussed. You can access the FAQ here.\n\nThe main thing to keep in mind is that nothing changes immediately.\nIt’s business as usual for now. Stay focused and keep doing the work you’ve been doing. Our key objectives – to\nsupport our networks and execute on the Strategy House – remain the same.\n\nAs you’ve heard, the transaction is expected to close later\nthis year. Throughout the process, the leadership team will update you as clearly and transparently as possible.\n\nIf you have any questions or concerns, please reach out to your manager,\nyour officer, or to me and the ELT. We’re here to support all of you, as always.\n\nThank you,\n\nRob\n\n12.On April 27, 2026, the following email was sent by the Company\nto certain of its employees:\n\nDirectors and above,\n\nYou’re receiving this additional communication because you currently\nhold Restricted Stock Units (RSUs) and/or Performance Stock Units (PSUs) as part of the RE/MAX Holdings Long-Term Incentive (LTI) program.\n\nHere’s what you can expect, based on the terms of the agreement:\n\n**What will happen to unvested RSUs?**\n\n·Each\nunvested RE/MAX Holdings time-based RSU will convert to 5.150 Real REMAX Group\nRSUs at closing.\n\n·Your\nReal REMAX Group will continue to vest in accordance with existing terms (i.e., on March 1,\n2027, March 1, 2028, and March 1, 2029)\n\n·If\nyour employment ends involuntarily but without cause after the transaction closes, your unvested\nRSUs will vest upon termination.\n\n·As\nwith all RSUs, if you voluntarily terminate your employment, all unvested time-based RSUs\nwill be forfeited.\n\n**What will happen to unvested PSUs?** (Applicable\nto officers only)\n\n·Each\nunvested RE/MAX Holdings PSU will convert to 5.150 Real REMAX Group PSUs at closing.\n\n·Post\nclose, since it will not be possible to measure revenue (the performance metric for PSUs)\nfor RE/MAX Holdings on a standalone basis, the performance metric for 2026, 2027 and 2028\ncannot be determined. Therefore, the number of PSUs will be fixed at closing and they\nwill vest on their normal schedule.\n\n·Unvested\nPSUs, granted in any given year, vest three years after grant. For example, the PSUs granted\non March 1, 2024, cover the performance years of 2024, 2025 and 2026, vest on December 31,\n2026, and are delivered in early 2027. For completed performance periods (i.e., 2024 and\n2025), vesting is based on actual performance. For incomplete performance periods (i.e.,\n2026, 2027 and 2028), the performance metric is guaranteed to achieve the Target amount.\n\noFor\nexample:\n\n§Assume\nyou were granted 3,000 PSUs on March 1, 2024. This would equate to three tranches\nof 1,000 PSUs tied to the Company’s revenue performance for each of 2024, 2025 and\n2026.\n\n§The\n2024 performance period is complete and the Company achieved 81% of Target. As a result,\n810 PSUs have been banked but are not yet vested.\n\n§The\n2025 performance period is complete and the Company achieved 56% of Target. As a result,\n560 PSUs have been banked but are not yet vested.\n\n§The\n2026 performance period is incomplete and as a result, the third tranche will bank at Target\n(or 1,000 shares).\n\n§In\nthis example, a total of 2,370 shares will vest at the end of the three-year performance\nperiod on December 31, 2026.\n\n·If\nyour employment ends involuntarily but without cause after the transaction closes, all of\nyour unvested PSUs will vest upon termination at the banked level for 2024 and 2025 and at\nTarget for 2026, 2027 and 2028.\n\n·As\nwith all RSUs, if you voluntarily terminate your employment, all unvested PSUs will be forfeited.\n\nPlease reach out to Senior Counsel Mark Rohr if you have any questions.\n\nThank you,\n\nRob\n\n13.On April 27, 2026, the following questions and answers were\nsent by the Company to its headquarters employees:\n\n**Future Real REMAX Group\nREMAX World Headquarters Employee FAQ**\n\n**April 2026**\n\n**FOR RE/MAX HOLDINGS TEAM MEMBERS USE ONLY**\n\n**OVERVIEW**\n\n·**What was\nannounced?**\n\nOn April 27, 2026, RE/MAX Holdings announced it has entered into an agreement\nto combine with The Real Brokerage, a leading technology-powered real estate\nbrokerage, under a new entity called Real REMAX Group. Until the transaction closes,\nbusiness will move forward as usual, with RE/MAX Holdings and Real operating as independent\ncompanies. That means REMAX, Motto, wemlo and Real will continue to operate as\nindependent brands.\n\n·**Why\nis this happening?**\n\nThis transaction is intended to create expanded capabilities, improve scale\nand position the business for future growth. The combination brings together two complementary\nbusiness models, uniting the iconic real estate brand and expansive global franchise network\nof REMAX with Real’s AI-powered, high-growth brokerage platform, proprietary software\nand vibrant agent community.\n\n·**What\ndoes this transaction mean for the REMAX and Motto Mortgage brands and branding?**\n\nReal recognizes the strength of the REMAX brand and, once the transaction closes, the REMAX\nand Motto Mortgage brands will be maintained and continue to operate as dedicated franchise\nmodels. REMAX and Motto Mortgage affiliates can and should continue to use the REMAX and\nMotto Mortgage brand assets.\n\n**JOB SECURITY & ROLES**\n\n·**Is\nmy job at risk?** **Will there be layoffs?**\n\nNo workforce decisions have been made at this stage, both companies will continue to operate\nindependently until close. As with any transaction, future assessments may occur as part\nof integration. If any changes are contemplated, employees will be informed directly and\nin advance whenever possible.\n\n·**When\nwould employees know if their role is impacted?**\n\nLeadership recognizes the importance of clarity\nand transparency. Decisions will be communicated as early as possible. The REMAX ELT is committed to providing timely updates\nas the process progresses.\n\n·**Will\nmy role, title, or responsibilities change?**\n\nAt this time, employees should continue focusing on their current roles and responsibilities.\nAny changes that may arise after close will be communicated clearly and directly\nto affected individuals.\n\n·**Who\nwill I report to after the transaction?**\n\nReporting structures remain unchanged until the transaction closes. Any future adjustments\nwill be thoughtfully planned and clearly communicated before taking effect.\n\n**COMPENSATION & BENEFITS**\n\n·**Will\ncompensation or bonus plans change?**\n\nThere are no immediate changes to compensation or incentive plans as a result of the announcement.\nIt is anticipated that the REMAX 2026 bonus will be prorated from January 1, 2026, through\nclose, to be paid at target (100%). Once the transaction closes, the bonus will transition\nto a Real REMAX Group bonus plan for the remainder of the year. These bonuses would be paid\nby March 15, 2027. Additional information will be provided if closing does not occur\nin 2026. Any future changes would be evaluated carefully and communicated in advance.\n\n·**What\nwill happen to the vested shares of RE/MAX Holdings that I own today?**\n\noPrior to closing, you will continue to own shares of RE/MAX Holdings\nand be required to follow the current Insider Trading Policy.\n\noThe transaction values each RE/MAX Holdings share at $13.80 (based\non the closing price of The Real Brokerage (REAX) stock on April 24, 2026).\n\noFor every vested share of RE/MAX Holdings stock you currently own,\nyou will be able to elect to receive 5.15 shares of Real REMAX Group stock or $13.80 in cash.\n\noThe total amount of cash that all RE/MAX Holdings stockholders can\nreceive is capped. This means that, even if you elect to receive cash, you may still receive\na mix of cash and Real REMAX Group stock, based on the elections of other stockholders.\n\noIf you do not elect to receive any cash, you will receive 5.150 shares\nof Real REMAX Group stock for each share of RE/MAX Holdings, Inc. that you own.\n\noThe election will be made in the weeks leading up to closing.\n\noAs we get closer to close the Company plans to provide a calculator and an example, as well as details on how to make an\nelection.\n\n·**Will\nbenefits change?**\n\nThere are no immediate changes to benefits as a result of the announcement, and no changes\nare anticipated between now and close. After the transaction closes, health/dental/vision/long-term\ndisability benefits will not change prior to December 31, 2027. Any future changes to\nbenefits would be communicated clearly in advance.\n\n·**Will\nthe current PTO policy change?**\n\nThere are no immediate changes to the PTO plans/policies\nas a result of the announcement, and no changes are anticipated between now and December 31, 2027. Real also has similar time-off\npolicies as we do.\n\n·**What\nhappens to my 401(k) and my 401(k) match?**\n\nThere are no immediate changes to the 401(k) plan or\nthe Company match as a result of the announcement, and no changes are anticipated between now and close. After the transaction closes,\nit is possible that a new 401(k) plan will be established for the new Real REMAX Group. Any amounts in your current 401(k) plan\nwill be able to be rolled over. Matching contributions will remain unchanged through December 31, 2027. Any future changes with\nrespect to the 401(k) plans and matches would be communicated clearly in advance.\n\n·**Will\nyears of service carry over?**\n\nYears of service will carry over.\n\n**TIMELINE & CLOSING**\n\n·**When\nis the transaction expected to close?**\n\nThe transaction is expected to close in the second half of 2026, subject to\nrequired approvals. The leadership team will provide updates as milestones are\nreached. \n\n·**What\nif the transaction doesn’t close?**\n\nThe transaction remains subject to required approvals and other customary closing conditions.\nIf it doesn’t close, the Company will continue to operate as it does today.\n\n**LEADERSHIP CULTURE & COMPANY IDENTITY**\n\n·**Who\nwill lead the company after close?**\n\nFor now, leadership and governance remain unchanged. Following the close of the\ntransaction, Tamir Poleg, Real Co-Founder, Chairman and CEO, will serve\nas Chairman and CEO of Real REMAX Group.\n\n·**How\nwill the business change?** \n\nFrom now until the transaction closes, it is business as usual for all franchisees,\nagents, loan originators and employees. Once the transaction closes, any changes\nto the day-to-day business will be communicated as quickly and transparently as possible. \n\n·**Will\nour culture change?**\n\nCulture integration is an important focus in any transaction. The goal is to build on the\nstrengths of both organizations while maintaining a respectful, inclusive work environment.\nOur missions are also complementary and provide a strong foundation for a successful integration.\nWe welcome employee input as things progress.\n\n·**Will\nthe company name or brand change?**\n\nThe new company will be Real REMAX Group. No immediate changes to branding are planned. Any\nfuture brand decisions will be shared well in advance.\n\n·**Where\nwill Real REMAX Group be headquartered?** **Will employees need to relocate?**\n\nUntil the transaction closes, it is business as usual. Real REMAX Group will be headquartered\nin Miami, with significant operations remaining in the Denver area. Real is a 100%\nremote workforce. It is not anticipated that employees will need to relocate. Should that\nchange, it will be communicated clearly and transparently.\n\n**DAY-TO-DAY WORK & COMMUNICATIONS ROLES**\n\n·**Does\nanything change about my day**-**to**-**day work?**\n\nNo. Employees should continue with their day-to-day work and remain focused on serving affiliates, customers\nand colleagues.\n\n·**What\nshould I say if affiliates or partners ask questions?**\n\nEmployees should refer external inquiries to designated communications contacts.\n\n·**If\nan employee is contacted by the media, what steps should be taken?**\n\nThe standard media policy remains in effect. If an employee is contacted\nby a member of the media, the employee should not respond and should instead forward the\ninquiry to mediarelations@remax.com.\n\n·**Can\nI discuss the transaction publicly or on social media?**\n\nNo. Employees should not comment publicly, including via social media and in social\nsettings, on the transaction beyond approved company communications.\n\n·**How\nwill updates be shared?**\n\nThe REMAX ELT will be communicating regularly when there’s new information to share.\nThis could come in the form of videos, All-Team Meetings, emails, etc.\n\n·**Who\ncan I contact with questions?**\n\nEmployees are encouraged to speak with their manager or HR partner, or consult internal communications\nchannels for the latest information.\n\n·**Will\ncybersecurity protocols change?**\n\nAs the Company enters this transformational period, all employees should remain on heightened\nalert for breaches and phishing. The REMAX World Headquarters team is conducting additional monitoring\nto protect Company physical and digital assets and data. Most importantly, any employee who\nnotices something suspicious should report it immediately.\n\n*Because this transaction involves public companies, some information\ncannot be shared at this time. The REMAX leadership team appreciates your patience and professionalism as we work through\nthe process.*\n\n14.On April 27, 2026, the following questions and answers were\nsent by the Company to its affiliates:\n\n**Future Real REMAX Group\nREMAX Network FAQ\nApril 2026**\n\n**Top Takeaways:**\n\n·**RE/MAX\nHoldings and The Real Brokerage have announced an agreement for Real to acquire REMAX.**\n\noWe believe the new Real REMAX Group will be a leading technology-enabled\nglobal real estate platform that drives more value to agents, franchisees, consumers and\nshareholders.\n\n·**The\nREMAX brand remains.**\n\noEven after the transaction closes, the REMAX, Motto Mortgage and Real\nbrands will be maintained and continue to operate under their current brands.\n\n·**It’s\nbusiness as usual.**\n\noUntil the transaction closes, each company continues to operate independently,\nand there are no changes to your business and no actions required of you.\n\n**What is happening?**\n\nRE/MAX Holdings announced it has entered into an agreement to combine with The Real Brokerage, a leading\ntechnology-powered real estate brokerage, under a new entity called Real REMAX Group. Until the transaction closes, the\ntwo companies will operate independently, just as they do today. Read more in the press release.\n\n**Why is this happening?**\n\nBy combining two complementary business models, the goal is to create more scale, stronger technology, and more long-term value\nfor agents and Broker/Owners. The transaction brings together the iconic brand and expansive global franchise network of REMAX with Real’s\nAI-powered platform, proprietary software and vibrant agent community.\n\n**Does this change REMAX affiliates’ business today?**\n\nNo. The REMAX brand stays the same, all agreements (e.g., franchise agreements) stay in place, support from REMAX World Headquarters\nremains unchanged and no action is required of any REMAX Broker/Owners or agents.\n\n**Why is this good for REMAX franchisees and agents?**\n\nThis combination brings together two unique companies with complementary strengths to create an even stronger consumer brand and a real\nestate technology leader. This move supports the REMAX focus on helping agents win more listings and do it in less time, while also delivering\nan enhanced consumer experience.\n\nThe REMAX brand remains intact.\nReal recognizes the strength of the REMAX brand and, even after the transaction closes, the REMAX brand will be maintained and continue\nto operate as a dedicated franchise model. REMAX affiliates can and should continue to use the REMAX brand assets.\n\n**When is the transaction expected\nto close?**\n\nThe transaction is expected to close in the second half of 2026, subject to required approvals. Updates will\nbe provided as milestones are reached.\n\n**What can REMAX affiliates say to buyers and sellers?**\n\nIf a client asks about the news, REMAX affiliates can tell them the announcement does not change their business or the service\nprovided. REMAX remains the same trusted brand, and REMAX agents are focused on delivering the best experience in real estate.\n\n**Do REMAX affiliates need to do anything?**\n\nNo, REMAX affiliates should continue running their business as usual. REMAX agents remain independent contractors and brokerages remain\nindependently owned and operated.\n\n15.On April 27, 2026, the following questions and answers were\nsent by the Company to the Motto Mortgage network:\n\nFuture Real REMAX Group\n\nMotto Mortgage Network FAQs\n\n**April 2026**\n\n**Top Takeaways:**\n\n·**RE/MAX\nHoldings and The Real Brokerage have announced an agreement for Real to acquire RE/MAX Holdings.**\n\noWe\nbelieve the new Real REMAX Group will be a leading technology-enabled global real estate\nplatform that drives more value to franchisees, agents, loan originators, consumers and shareholders.\n\n·**The\nMotto Mortgage brand remains.**\n\noEven\nafter the transaction closes, the Motto Mortgage, REMAX and Real brands will be maintained\nand continue to operate under their current brands.\n\n·**It’s\nbusiness as usual.**\n\noUntil\nthe transaction closes, each company continues to operate independently, and there are no\nchanges to your business and no actions required of you.\n\n**What is happening?**\n\nRE/MAX Holdings announced it has entered into an agreement to combine with The Real Brokerage, a leading technology-powered\nreal estate brokerage, under a new entity called Real REMAX Group. Until the transaction closes, the two companies will\noperate independently, just as they do today. Read more in the press release.\n\n**Why is this happening?**\n\nBy combining two complementary business models, the goal is to create more scale, stronger technology, and more long-term value\nfor owners and loan originators.\n\n**Does this change the Motto Mortgage network’s business today?**\n\nNo. The Motto Mortgage brand stays the same, all agreements stay in place, support from Motto Headquarters remains unchanged, wemlo\nloan processing remains available, and no action is required of any Motto Mortgage franchise owner or loan originator.\n\n**Why is this good for Motto Mortgage franchisees and Loan Originators?**\n\nThis combination brings together two unique companies with complementary strengths to create an even stronger consumer brand and a real\nestate technology leader. By bringing more ancillary services together, it's designed to give agents and their clients more control over\neach transaction with fewer handoffs, and a better experience end-to-end.\n\n**What does this transaction mean for the Motto Mortgage brand and\nbranding?**\n\nThe Motto Mortgage brand remains intact. Even after the transaction closes, the Motto Mortgage brand will be maintained and continue\nto operate as a dedicated franchise model. The Motto Mortgage network can and should continue to use the Motto brand assets.\n\n**When is the transaction expected to close?**\n\nThe transaction is expected to close in the second half of 2026, subject to required approvals. Updates will be provided\nas milestones are reached.\n\n**What can Motto franchise owners and loan originators say to clients?**\n\nIf a client asks about the news, Motto franchise owners and loan originators can tell them the announcement does not change their business\nor the service provided.\n\n**Does the Motto Mortgage network need to do anything?**\n\nNo, Motto Mortgage franchise owners should continue running their business as usual. Motto Mortgage offices remain independently owned\nand operated.\n\n16.\nOn April 27, 2026, the Company used the following presentation in connection with an employee meeting:\n\n©2025 RE/MAX, LLC. Each Office Independently Owned and Operated. All Team Meeting April 27 2026\n\nBefore we start Each Office Independently Owned and Operated. 2 Because this transaction involves public companies, some information cannot be shared at this time. ௗ The REMAX leadership ௗ team appreciates ௗ your patience and professionalism as we work through the process. ௗ\n\nRE/MAX Holdings, Inc. What was Announced? Each Office Independently Owned and Operated. 3 RE/MAX Holdings announced it has entered into an agreement to combine with The Real Brokerage, a leading technology - powered real estate brokerage under a new entity called Real REMAX Group. REMAX, Motto, wemlo and Real will continue to operate as independent brands. Until Closing, business will move forward as usual.\n\nRE/MAX Holdings, Inc. Why is this Happening? Each Office Independently Owned and Operated. 4 This transaction is intended to create expanded capabilities, improve scale and position the business for future growth. The combination brings together two complementary business models, uniting the iconic real estate brand and expansive global franchise network of REMAX with Real’s AI - Powered, high - growth brokerage platform and proprietary software. 1 2\n\nRE/MAX Holdings, Inc. What does this transaction mean for the REMAX and Motto Mortgage Brands and Branding? Each Office Independently Owned and Operated. 5 Real recognizes the strength of the REMAX brand and, once the transaction closes, the REMAX and Motto Mortgage Brands will be maintained and continue to operate as dedicated franchise models. REMAX and Motto Mortgage affiliates can and should continue to use the REMAX and Motto Mortgage brand assets. 1 2\n\nThree - Year Growth Strategy is Expected to Incorporate Organic and Inorganic Opportunities 6 Aspiration Strategic Objectives Strategic Initiatives Enablers Foundation To Deliver the BEST EXPERIENCE in Everything Real Estate Strengthen and Enhance Existing Business Improve Experience and Value Proposition Increase Agent/LO Count and Market Share Improve Network (Agent, LO, Franchisee) Profitability Voice of Customer and Customer - Obsessed Culture BoldTrail Back Office and Transaction Management Infrastructure to Enable Real - Time Access to Transaction Data People / Culture / Brands Develop New Products and Services Leveraging Existing Assets Monetize transactions Provide Ancillary Services Monetize Agents, LOs, and franchisees Additional business models Additional market segments Additional real estate verticals Explore and Execute on Large Scale Opportunities Leverage and Use the Power of our Scale / Group Purchasing Digital Innovation and Enhanced Data and Analytics at Franchisee, Agent/LO and Consumer Level\n\nOwned Brokerage OPERATING MODEL Forming a Leading Technology - Driven Global Real Estate Platform 7 ~$2.3B 2025 Revenue AI - powered, high - growth brokerage platform, proprietary software and vibrant agent community Franchised Brokerage OPERATING MODEL Iconic real estate brand and expansive global franchise network across 120 countries and territories ~$157M 2025 Adjusted EBITDA 2 180,000+ Total Agents ~1M 2025 U.S. & Canada Transactions Pro Forma 2025 Financials 1 + ~1.8M 2025 Global Transactions Pro forma results as presented in this presentation represent the combined Real and RE/MAX Holdings fiscal 2025 results and ar e not intended to represent pro forma financials under Section 11 of Regulation S - X under the Securities Exchange Act of 1934, as amended. See Appendix for reconciliation of historical non - GAAP financial measures.\n\nTransaction Terms To be adjusted to reflect 10 - for - 1 share consolidation of Real shares immediately prior to closing. See Appendix for reconciliation of historical non - GAAP financial measures. Pro forma results as presented in this presentation represent the combined Real and RE/MAX Holdings fiscal 2025 results and are not intended to represent pro forma financials under Section 11 of Regulation S - X under the Securities Exchange Act of 1934, as amended. 8 • Real Brokerage to acquire RE/MAX Holdings to create Real REMAX Group (NASDAQ: REAX) TRANSACTION OVERVIEW • Transaction values RE/MAX Holdings at ~7x fully synergized 2025 Adjusted EBITDA 2 • Combined company generated $2.3B in revenue and $157M in Adjusted EBITDA in 2025 2, 3 FINANCIAL DETAIL • Tamir Poleg will serve as Chairman and CEO of Real REMAX Group • 10 - member Board of Directors – 7 directors from Real board and 3 directors from RE/MAX Holdings board LEADERSHIP • REMAX and Motto Mortgage brands will be maintained and continue to operate as dedicated franchise models • Real Broker LLC will continue to operate as an owned brokerage under the Real brand BRANDS • Expected closing in 2H 2026, subject to customary closing conditions, regulatory approvals and approvals of Real shareholders and RE/MAX Holdings shareholders and court approval in the Province of British Columbia TIMING & APPROVALS\n\nGenerating Substantial Value for Agents, Franchisees, Consumers and Shareholders Brings together two highly complementary business models to create a more innovative, more productive and more connected real estate ecosystem 1 Enhanced value proposition for agents and franchisees offering greater choice, model flexibility, technology and expanded support network 2 Improved home buying and selling experience for consumers across the transaction lifecycle 3 Strong financial profile and cash generation expected to drive earnings and Adjusted EBITDA margin accretion 4 Meaningful cost synergies and revenue growth opportunities expected to drive margin expansion and long - term value creation 5 9\n\nIntegration Roadmap and Synergy Realization Two Brands, One Platform • We will operate two distinct brands with the REMAX brand remaining a permanent part of the combined company • and continuing as a leading global franchise network Utilize the Best Talent • Leadership roles will be filled based on merit, drawing from the strongest talent across both organizations Disciplined Integration Focused on Value Creation • Integration will be executed through a structured, phased approach, prioritizing early synergy capture and minimizing disruption • Jenna Rozenblat (Real COO) will serve as Chief Integration Officer, leading a dedicated integration team supported by an experienced external advisor Initial Announcement Closing (T=0) 1 (T+12 Months) 2 (T+24 Months) 3 (T+36 Months) PRE - CLOSING PLANNING Establish joint team to spearhead & manage all integration planning efforts Evaluate REMAX franchisee networks and prepare agent onboarding to ReZEN , Real Wallet and ancillary business lines INITIAL PLATFORM COMBINATION CONTINUED INTEGRATION OPTIMIZE & ENHANCE Execute most actionable near - term synergies (e.g., public company costs and administrative functions) Begin selective franchisee migration onto ReZEN and Real Wallet platforms Majority of talent synergies realized; productivity improvements Continued franchisee migration onto ReZEN and Real Wallet platforms Execute on real estate footprint synergies All company - wide vendor & systems spend rationalized Complete rollout of ReZEN and Real Wallet platforms optimized for franchisee operations at scale 10\n\nOwned Brokerage OPERATING MODEL Forming a Leading Technology - Driven Global Real Estate Platform 11 ~$2.3B 2025 Revenue AI - powered, high - growth brokerage platform, proprietary software and vibrant agent community Franchised Brokerage OPERATING MODEL Iconic real estate brand and expansive global franchise network across 120 countries and territories ~$157M 2025 Adjusted EBITDA 2 180,000+ Total Agents ~1M 2025 U.S. & Canada Transactions Pro Forma 2025 Financials 1 + ~1.8M 2025 Global Transactions Pro forma results as presented in this presentation represent the combined Real and RE/MAX Holdings fiscal 2025 results and are not intended to represent pro forma financials under Section 11 of Regulation S - X under the Securities Exchange Act of 1934, as amended. See Appendix for reconciliation of historical non -\n\nWhat was Announced? Each Office Independently Owned and Operated. 12 On April 27, 2026, RE/MAX Holdings ௗ announced it ௗ has ௗ entered into an agreement to combine with The Real Brokerage, ௗ a leading technology - powered real estate brokerage, under a new entity called Real REMAX ௗ Group. ௗ Until the transaction closes, business will move forward as usual, with RE/MAX Holdings and Real operating as independent companies. That means REMAX, ௗ Motto, ௗ wemlo and Real ௗ will continue ௗ to operate ௗ as independent brands. ௗௗௗௗ\n\nWhy is This Happening? Each Office Independently Owned and Operated. 13 This transaction is intended to ௗ create ௗ expanded ௗ capabilities, improve ௗ scale and position ௗ the business for future growth. The combination brings together two complementary business models, uniting the iconic real estate brand and expansive global franchise network of REMAX with Real’s AI - powered, high - growth brokerage platform, proprietary software and vibrant agent community.\n\nWhat Does T his T ransaction M ean for the REMAX and Motto Mortgage Brands and Branding? Each Office Independently Owned and Operated. 14 Real recognizes the strength of the REMAX brand and once the transaction closes, the REMAX and Motto Mortgage brands will be maintained and continue to operate as dedicated franchise models. REMAX and Motto Mortgage affiliates can and should continue to use the REMAX and Motto Mortgage brand assets.\n\nIs my ௗ job at Risk? ௗ Will there be layoffs? Each Office Independently Owned and Operated. 15 No workforce decisions have been made at this stage. Both companies will continue to operate independently until close. As with any transaction, future assessments may occur as part of integration. If any changes are contemplated, employees will be informed directly and in advance whenever possible. ௗ\n\nWhen Would Employees Know if Their Role is Impacted? ௗ Each Office Independently Owned and Operated. 16 Leadership ௗ recognizes ௗ the importance of clarity and transparency. Decisions will be communicated as early as possible. ௗ The REMAX ELT is ௗ committed to providing timely updates as the process progresses. ௗௗ\n\nWill my Role, Title, or Responsibilities C hange? Each Office Independently Owned and Operated. 17 At this time, employees should continue focusing on their current roles and responsibilities. Any changes that may arise ௗ after ௗ close will be communicated clearly and directly to affected individuals. ௗ\n\nWho Will I Report to After the Transaction? ௗ Each Office Independently Owned and Operated. 18 Reporting structures remain unchanged until the transaction closes. Any future adjustments will be thoughtfully planned and clearly communicated before taking effect. ௗௗ\n\nWill Compensation or Bonus P lans C hange? ௗ Each Office Independently Owned and Operated. 19 There are no immediate changes to compensation or incentive plans as a result of the announcement. It is anticipated that the REMAX 2026 bonus will be prorated from January 1, 2026, through close, to be paid at target (100%). Once the transaction closes, the bonus will move to a Real REMAX Group bonus plan for the remainder of the year. These bonus payments would be made by March 15, 2027. Additional information will be provided if closing does not occur in 2026. Any future changes would be evaluated carefully and communicated in advance. ௗௗ\n\nWhat will Happen to the Vested S hares of RE/MAX Holdings That I Own T oday? (1 of 3 ) Each Office Independently Owned and Operated. 20 Prior to closing, you will continue to own shares of RE/MAX Holdings and be required to follow the current Insider Trading Policy. The transaction values each RE/MAX Holdings share at $13.80 (based on the closing price of The Real Brokerage (REAX) stock on April 24, 2026).\n\nWhat will Happen to the Vested S hares of RE/MAX Holdings That I Own T oday? 2 of 3 ) Each Office Independently Owned and Operated. 21 For every vested share of REMAX Holdings stock you currently own, you will be able to elect to receive 5.15 shares of Real REMAX Group. Stock or $13.80 in cash. *The total amount of casg that all RE/MAX Holdings stockholders can receive is capped. This means that, even if you elext to receive cash, you may still receive a mix of cash and the Real REMAX Group stock, based on the elections of other stockholders.\n\nWhat will Happen to the Vested S hares of RE/MAX Holdings That I Own T oday? (3 of 3 ) Each Office Independently Owned and Operated. 22 *If you do not elect to receive any cash, you will receive 5.150 shares of Real REMAX Group stock for each share of RE/MAX Holdings, Inc. that you own. *The election will be made in the weeks leading up to closing. *As we get closer to close, the Company plans to provide a calculator and an example, as well as details on how to make an election\n\nWill Benefits C hange? ௗ Each Office Independently Owned and Operated. 23 There are no immediate changes to benefits as a result of the announcement, and no changes are anticipated between now and close. After the transaction closes, health/dental/vision/long - term disability benefits will not change prior to December 31, 2027. Any future changes to benefits would be communicated clearly in advance. ௗ\n\nWill the Current PTO Policy Change? Each Office Independently Owned and Operated. 24 There are no immediate changes to the PTO plans/policies as a result of the announcement, and no changes are anticipated between now and December 31, 2027. Real also has similar time - off policies as we do.\n\nWhat Happens to my 401(k) and my 401(k) Match? Each Office Independently Owned and Operated. 25 There are no immediate changes to the 401(k) plan or the Company match as a result of the announcement, and no changes are anticipated between now and close. After the transaction closes, it is possible that a new 401(k) plan will be established for the new Real REMAX Group. Any amounts in your current 401(k) plan will be able to be rolled over. Matching contributions will remain unchanged through December 31, 2027. Any future changes with respect to the 401(k) plans and matches would be communicated clearly in advance.\n\nWill Years of Service C arry O ver? ௗ Each Office Independently Owned and Operated. 26 Years of service will carry over.\n\nWhen is the Transaction E xpected to Close? Each Office Independently Owned and Operated. 27 The transaction ௗ is expected ௗ to close ௗ in the second half of 2026, subject to required approvals. ௗ The leadership team will ௗ provide updates as milestones are reached. ௗௗ\n\nWhat if the Transaction D oesn’t C lose? ௗ Each Office Independently Owned and Operated. 28 The transaction remains subject to regulatory approvals and other customary closing conditions. If it doesn’t close, the Company will continue to operate as it does today. ௗௗ\n\nWho will Lead the Company A fter C lose? Each Office Independently Owned and Operated. 29 For now, ௗ leadership and governance remain unchanged. ௗ Following the close of the transaction, Tamir Poleg, Real Co - Founder, ௗ Chairman ௗ and ௗ CEO, ௗ will serve as ௗ Chairman ௗ and CEO of Real REMAX Group. ௗ\n\nHow Will the Business ௗ Change? ௗௗ Each Office Independently Owned and Operated. 30 From now until the transaction closes, it is business as usual for ௗ all franchisees, agents, loan ௗ originators ௗ and employees. Once the transaction closes, any changes to the day - to - day business will be communicated as quickly and transparently as possible. ௗௗ\n\nWill our Culture C hange? Each Office Independently Owned and Operated. 31 Culture integration is an important focus in any transaction. The goal is to build on the strengths of both organizations while maintaining a respectful, ௗ inclusive work ௗ environment. We welcome employee input as things ௗ progress. ௗௗ\n\nWill the Company N ame or Brand C hange? ௗ Each Office Independently Owned and Operated. 32 The new company will be Real REMAX Group. No immediate changes to branding are planned. Any future brand decisions will be shared well in advance. ௗௗ\n\nWill REMAX World Headquarters Move? Will Employees N eed to ௗ Relocate? Each Office Independently Owned and Operated. 33 Until the transaction closes, it is business as usual, ௗ including for ௗ Headquarters. ௗ Real REMAX Group will be headquartered in Miami, with significant operations ௗ remaining ௗ in the Denver area. ௗ Real is a 100% remote ௗ workforce , so at this time, it is not anticipated that employees will need to relocate. Should that change, it will be communicated clearly and transparently. ௗௗ\n\nDoes Anything C hange A bout my day - to - day Work? Each Office Independently Owned and Operated. 34 No. Employees should continue with their day - to - day work and remain focused on serving ௗ affiliates, ௗ customers and colleagues. ௗௗ\n\nWhat Should I say if ௗ Affiliates ௗ or Partners ask Questions? ௗ Each Office Independently Owned and Operated. 35 Employees should refer external inquiries to designated communications contacts.\n\nIf an Employee is Contacted by the Media, What S teps S hould be Taken? ௗௗ Each Office Independently Owned and Operated. 36 The standard media policy ௗ remains ௗ in effect. If an ௗ employee ௗ is contacted by a member of the media, the employee should not respond and should instead ௗ forward ௗ the inquiry to ௗ mediarelations@remax.com . ௗௗ\n\nCan I Discuss the Transaction Publicly or on Social M edia? ௗ Each Office Independently Owned and Operated. 37 No. Employees should not comment publicly, including via social media and in social settings, on the transaction beyond approved company communications. This includes commenting on, liking or reposting news articles, third - party posts or franchisee/agent posts about the transaction on social media or online. All communications related to the transaction in any way must go through Legal. Employees may like and repost official company social communications but should not like or repost any third - party materials.\n\nHow Will Updates be Shared? ௗ Each Office Independently Owned and Operated. 38 The REMAX ELT will be communicating regularly when there is new information to share. This could come in the form of videos, All - Team Meetings, emails, etc. ௗ\n\nWho can I Contact with Questions? ௗ Each Office Independently Owned and Operated. 39 Employees are encouraged to speak with their manager or HR partner, or consult internal communications channels for the latest information.\n\nWill Cybersecurity Protocols C hange? ௗௗ Each Office Independently Owned and Operated. 40 As the Company enters this transformational period, all employees should remain on ௗ heightened alert for breaches and phishing. The REMAX World Headquarters team is conducting additional monitoring to protect Company physical and digital assets and data. Most importantly, any employee who notices something suspicious should report it ௗ immediately. ௗ\n\nTamir Poleg’s investor call closing Each Office Independently Owned and Operated. 41 “Before I close, I want to take a moment to acknowledge Dave and Gail Liniger. Dave and Gail founded REMAX 53 years ago with a simple but radical idea - that agents deserved more. That idea became the most iconic real estate brand in the world. The fact that Dave and Gail support this transaction is not something we take lightly. It tells us that the. See in this combination what see: a path to carry the REMAX legacy forward for the next 50 years, on a stronger foundation, with better tools and with greater reach. We are honored by their confidence, and we are committed to delivering on our promises”\n\n17.\nOn April 27, 2026, the Company used the following presentation in connection with a broker owner town hall:\n\n©2025 RE/MAX, LLC. Each Office Independently Owned and Operated. Broker Owner Town Hall April 27 2026\n\nBefore we start Each Office Independently Owned and Operated. 2 Because this transaction involves public companies, some information cannot be shared at this time. ௗ The REMAX leadership ௗ team appreciates ௗ your patience and professionalism as we work through the process. ௗ\n\nRE/MAX Holdings, Inc. What was Announced? Each Office Independently Owned and Operated. 3 RE/MAX Holdings and The Real Brokerage have announced an agreement for Real to acquire REMAX We believe the new Real REMAX Group will be a leading technology - enables global real estate platform that drives more value to agents, franchisees, consumers and shareholders The REMAX Brand remains It is business as usual Even after the transaction closes, the REMAX brand will be maintained and continue to operate under the current brand Until the transaction closes, each company continues to operate independently, and there are no changes to your business and no action required of you\n\nRE/MAX Holdings, Inc. Why is this Happening? Each Office Independently Owned and Operated. 4 By combining two complimentary business models, the goal is to create more scale, stronger technology, and more long - term value for agents and Broker/Owners. The transaction brings together the iconic brand and expansive global franchise network of REMAX with Real’s AI - powered platform, proprietary software and vibrant community .\n\nRE/MAX Holdings, Inc. Does this change REMAX affiliates business today Each Office Independently Owned and Operated. 5 No. The REMAX brand stays the same. All agreements stay in place, support from REMAX World Headquarters remains unchanges and no action is required of any REMAX Broker or agents. The REMAX brand remains intact. Real recognizes the strength of the REMAX brand and, even after the transaction closes, the REMAX brand will be maintained and continue to operate as a dedicated franchise model. REMAX affiliates can and should continue to use the REMAX brand assets. 1 2\n\nRE/MAX Holdings, Inc. Transaction Terms To be adjusted to reflect 10 - for - 1 share consolidation of Real shares immediately prior to closing. See Appendix for reconciliation of historical non - GAAP financial measures. Pro forma results as presented in this presentation represent the combined Real and RE/MAX Holdings fiscal 2025 results and are not intended to represent pro forma financials under Section 11 of Regulation S - X under the Securities Exchange Act of 1934, as amended. 6 • Real Brokerage to acquire RE/MAX Holdings to create Real REMAX Group (NASDAQ: REAX) TRANSACTION OVERVIEW • Transaction values RE/MAX Holdings at ~7x fully synergized 2025 Adjusted EBITDA 2 • Combined company generated $2.3B in revenue and $157M in Adjusted EBITDA in 2025 2, 3 FINANCIAL DETAIL • Tamir Poleg will serve as Chairman and CEO of Real REMAX Group • 10 - member Board of Directors – 7 directors from Real board and 3 directors from RE/MAX Holdings board LEADERSHIP • REMAX and Motto Mortgage brands will be maintained and continue to operate as dedicated franchise models • Real Broker LLC will continue to operate as an owned brokerage under the Real brand BRANDS • Expected closing in 2H 2026, subject to customary closing conditions, regulatory approvals and approvals of Real shareholders and RE/MAX Holdings shareholders and court approval in the Province of British Columbia TIMING & APPROVALS\n\nDO NOT USE PENDING FINAL SLIDE FROM JOELE\n\nDO NOT USE PENDING FINAL SLIDE FROM JOELE\n\nRE/MAX Holdings, Inc. Does this change REMAX affiliates business today Each Office Independently Owned and Operated. 9 No. The REMAX brand stays the same. All agreements stay in place, support from REMAX World Headquarters remains unchanges and no action is required of any REMAX Broker or agents. The REMAX brand remains intact. Real recognizes the strength of the REMAX brand and, even after the transaction closes, the REMAX brand will be maintained and continue to operate as a dedicated franchise model. REMAX affiliates can and should continue to use the REMAX brand assets. 1 2\n\nWhy is This G ood for REMAX Franchisees and Agents Each Office Independently Owned and Operated. 10 This combination brings together two unique companies with complementary strengths to create an even stronger consumer brand and real estate technology leader. This move supports the REMAX focus on helping agents win more listings, do it in less time and make more money, while also delivering an enhanced consumer experience and driving broker profitability.\n\nWhat does this transaction mean for the REMAX brand and branding? Each Office Independently Owned and Operated. 11 The REMAX brand remains intact. Real recognizes the strength of the REMAX brand and, even after the transaction closes, the REMAX brand will be maintained and continue to operate as a dedicated franchise model. REMAX affiliates can and should continue to use the REMAX brand assets.\n\nWhen is this transaction expected to close? Each Office Independently Owned and Operated. 12 The transaction is expected to close in the second half of 2026, subject to required approvals. Updates will be provided as milestones are reached.\n\nWhat can REMAX affiliates say to buyers and sellers? Each Office Independently Owned and Operated. 13 If a client asks about the news, REMAX affiliates can confidently tell them the announcement does not change their business or the service provided. REMAX remains the same trusted brand, and REMAX agents are focused on delivering the best experience in real estate.\n\nDo REMAX Affiliates N eed to do Anything? Each Office Independently Owned and Operated. 14 No. REMAX affiliates should continue running their business as usual. REMAX agents remain independent contractors and brokerages remain independently owned and operated.\n\nTamir Poleg’s investor call closing Each Office Independently Owned and Operated. 15 “Before I close, I want to take a moment to acknowledge Dave and Gail Liniger. Dave and Gail founded REMAX 53 years ago with a simple but radical idea - that agents deserved more. That idea became the most iconic real estate brand in the world. The fact that Dave and Gail support this transaction is not something we take lightly. It tells us that the. See in this combination what see: a path to carry the REMAX legacy forward for the next 50 years, on a stronger foundation, with better tools and with greater reach. We are honored by their confidence, and we are committed to delivering on our promises”\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\nor condition 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\nRE/MAX Holdings’ annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other\ndocuments filed with the SEC and Real’s audited annual financial statements and annual management’s discussion and analysis\nfor the financial year ended December 31, 2025 and Annual Information Form dated March 4, 2026 filed with Canadian securities\nregulators, including 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\nthe Registration 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\nHoldings’ actual results of operations, financial condition and liquidity, and the development of new markets or market segments\nin which Real or RE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking\ninformation contained in this communication. 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 communication nor the continued availability of this communication in archive form on Real’s or RE/MAX Holdings’\nwebsite should be deemed to 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\nthe SEC 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\nproposed transaction. Information about the directors and executive officers of Real is set forth in its management information circular\nfor its 2026 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."}