Real Brokerage to acquire Re/Max Holdings for $13.80 per share

The Real Brokerage (REAX) and RE/MAX Holdings (RMAX) announced that they have entered into a definitive agreement under which Real will acquire RE/MAX Holdings to create a leading technology-enabled global real estate platform named Real REMAX Group. The transaction implies an enterprise value for RE/MAX Holdings of approximately $880M, representing a fully synergized multiple of 7x 2025 EBITDA. The transaction is expected to be accretive to Real’s earnings and Adjusted EBITDA margin within the first full fiscal year following the close of the transaction, excluding non-recurring merger and integration related expenses. The acquisition brings together two complementary business models, uniting Real’s AI-powered, high-growth brokerage platform, proprietary software and vibrant agent community with REMAX’s iconic real estate brand and expansive global franchise network with a presence in more than 120 countries and territories and more than 145,000 agents. The combined company will deliver a differentiated end-to-end home buying and home selling experience for the combined company’s nearly 8,500 franchisees and 180,000+ agents, more than 100,000 of whom are based in the U.S. and Canada. REMAX and Motto Mortgage, the first and only national mortgage brokerage franchise brand in the U.S., will continue to operate under their current brands. Real will continue to operate as an owned brokerage under the Real brand. The transaction is expected to be accretive to Real’s earnings and Adjusted EBITDA margin within the first full fiscal year following the close of the transaction, excluding non-recurring merger and integration-related expenses. The combined company will benefit from a diversified earnings profile and, on a pro forma basis, would have generated approximately $2.3B n annual revenue and $157M in Adjusted EBITDA before synergies in 2025. Strong cash flow for the combined company is expected to support rapid deleveraging consistent with Real’s targeted leverage ratio of sub-2.0x net debt-to-Adjusted EBITDA by the end of the second full fiscal year following the close of the transaction, while enabling continued investment in growth and technology. The transaction is expected to generate approximately $30M of annual run-rate cost savings, with the majority expected to be realized within calendar year 2027. These savings are expected to be primarily generated from shared services, corporate and public company costs and technology efficiencies and are expected to contribute approximately 100 basis points of margin expansion once fully realized. Following the close of the transaction, Real CEOTamir Poleg will serve as Chairman and CEO of the new Real REMAX Group. Real’s COO, Jenna Rozenblat, will serve as Chief Integration Officer in connection with the transaction. Additional leadership positions within the Real REMAX Group are expected to leverage the combined strengths of both organizations. The combined company’s 10-member board will include 3 members from the RE/MAX Holdings board. Real REMAX Group will be headquartered in Miami with significant operations remaining in the Denver area. Its stock is expected to trade on NASDAQ under the ticker REAX. Under the terms of the agreement, which has been approved by the boards of directors of both companies, the parties will form a new holding company called Real REMAX Group. The transaction values each RE/MAX Holdings share at $13.80 based on Real’s closing price on April 24, 2026. Under the terms of the agreement, RE/MAX Holdings shareholders will have the right to elect to receive 5.152 shares of Real REMAX Group or $13.80 in cash, subject to proration such that the aggregate cash proceeds to RE/MAX Holdings shareholders in the transaction will be no less than $60M and no greater than $80M. Real shareholders will receive 1 share of Real REMAX Group for each Real share. Following the closing of the transaction, Real shareholders are expected to own approximately 59% of the combined company, and RE/MAX Holdings shareholders are expected to own approximately 41% on a fully diluted basis, assuming the midpoint of available cash consideration to RE/MAX Holdings shareholders. The transaction is intended to qualify as a tax-free transaction for U.S. federal income tax purposes. The transaction is expected to close in the second half of 2026, subject to customary closing conditions, regulatory approvals and approval by each company’s shareholders. Dave Liniger, the co-founder and Chairman of RE/MAX Holdings, controls approximately 38% of the voting power of RE/MAX Holdings’ outstanding shares and has agreed to vote the shares he controls in favor of the transaction. Certain officers and directors of Real and their affiliated entities, who collectively own approximately 16% of Real’s outstanding shares, have agreed to vote their shares in favor of the transaction.