Real Brokerage : to acquire REMAX

Published: 2026-04-27 08:30:10 ET REAX

Published on 04/27/2026 at 08:30 am EDT

The Real Brokerage to acquire REMAX

APRIL 27, 2026 1

Disclaimer (cont.)

Important Information and Where to Find It

In connection with the proposed transaction between Real and RE/MAX Holdings, Real and RE/MAX Holdings will file relevant materials with the SEC and Canadian securities regulators, as applicable, including a management information circular of Real and a registration statement on Form S-4 (the "Registration Statement") that will include a proxy statement of RE/MAX Holdings and prospectus of Real REMAX Group. Real's management information circular will be mailed to securityholders of Real and the proxy statement/prospectus will be mailed to shareholders of each of RE/MAX Holdings and Real, in each case seeking their respective approval of the proposed transaction and other related matters. This communication is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular or any other document that Real or RE/MAX Holdings (as applicable) may file with the SEC and Canadian securities regulators, as applicable, in connection with the proposed transaction.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT CIRCULAR, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS, AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of the Registration Statement, the Real management information circular and the proxy statement/prospectus (when they become available), as well as other filings containing important information about Real or RE/MAX Holdings, without charge at the SEC's Internet website (http://www.sec.gov) and under Real's profile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of the documents filed with the SEC and the Canadian securities regulators by Real will be available free of charge on Real's internet website at https://investors.onereal.com or by contacting Real's investor relations contact at [email protected]. Copies of the documents filed with the SEC by RE/MAX Holdings will be available free of charge on RE/MAX Holdings' internet website at https://investors.remaxholdings.com or by contacting RE/MAX Holdings' investor relations contact at [email protected]. The information included on, or accessible through, Real's website or RE/MAX Holdings' website is not incorporated by reference into this communication or Real's and RE/MAX Holdings' respective filings with the SEC and Canadian securities regulators, as applicable.

Participants in the Solicitation

Real, RE/MAX Holdings, their respective directors and certain of their respective executive officers may be deemed to

be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Real is set forth in its management information circular for its 2026 annual meeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the "Real Annual Meeting Circular") and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the sections captioned "Election of Directors," "Statement of Corporate Governance Practices," and "Compensation Discussion and Analysis" in the Real Annual Meeting Circular. To the extent holdings of such participants in Real's securities have changed since the amounts described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed Sale of Securities pursuant to Rule 144 under the U.S. Securities Act on Form 144 filed with the SEC and in insider reports filed with the Canadian securities regulators on SEDI at whttps://www.sedi.ca. Information about the directors and executive officers of RE/MAX Holdings is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 3, 2025 (the "RE/MAX Holdings Annual Meeting Proxy Statement") and in its Form 8-K, which was filed with the SEC on May 20, 2025. Please refer to the sections captioned "Corporate Governance," "Director Compensation," "Information about Executive Officers," "Compensation Discussion and Analysis," "Stock Ownership of Certain Beneficial Owners and Management," and "Certain Relationships and Related Party Transactions" in the RE/MAX Holdings Annual Meeting Proxy Statement. To the extent holdings of such participants in RE/MAX Holdings' securities have changed since the amounts described in the RE/MAX Holdings Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership 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 under the tab "Ownership Disclosures." These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Real management circular and the proxy statement/prospectus and the other relevant materials filed with the SEC and Canadian securities regulators, as applicable, when they become available.

No Offer or Solicitation

This communication is for informational purposes only 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 of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act and otherwise in accordance with applicable Canadian securities laws.

Forming a Leading Technology-Driven Global Real Estate Platform

AI-powered, high-growth brokerage platform, proprietary software and vibrant agent community

Owned Brokerage

O P E R A T I N G M O D E L

Franchised Brokerage

Iconic real estate brand and expansive global franchise network across 120 countries and territories

Pro Forma

2025 Financials 1

~$2.3B

2025 Revenue

~$157M

2025 Adjusted EBITDA2

180,000+

Total Agents

~1M

2025 U.S. & Canada Transactions

~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-GAAP financial measures.

Transaction Terms

TRANSACTION OVERVIEW

Real Brokerage to acquire RE/MAX Holdings to create Real REMAX Group (NASDAQ: REAX)

$880M transaction value for RE/MAX Holdings

Pro forma ownership: Real shareholders 59%; RE/MAX Holdings shareholders 41%, assuming the midpoint of available cash consideration to RE/MAX Holdings shareholders

CONSIDERATION

RE/MAX Holdings shareholders: stock-and-cash election between 5.15 shares1 of Real REMAX Group or $13.80 per share in cash, subject to proration such that the aggregate cash proceeds to RE/MAX Holdings shareholders will be no less than $60M and no greater than $80M

Real shareholders: 1 share1 of Real REMAX Group for each existing Real share

FINANCIAL DETAIL

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

Expected to generate ~$30M of annual run-rate cost savings, with the majority expected to be realized within calendar 2027

Targeted leverage ratio of <2.0x net debt to Adjusted EBITDA by the end of the second full fiscal year following the close of the transaction

LEADERSHIP

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

BRANDS

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

TIMING & APPROVALS

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

Voting agreements with:

Dave Liniger, Co-Founder and Chairman of RE/MAX Holdings (~38% of the voting power of RE/MAX Holdings' outstanding shares)

Certain officers and directors of Real and their affiliated entities (16% of Real's outstanding shares)

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.

Generating 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

Enhanced value proposition for agents and franchisees offering greater choice, model flexibility, technology and expanded support network

Improved home buying and selling experience for consumers across the transaction lifecycle

Strong financial profile and cash generation expected to drive earnings and Adjusted EBITDA margin accretion

Meaningful cost synergies and revenue growth opportunities expected to drive margin expansion and long-term value creation

Complementary Models Will Create a Differentiated Real Estate Business Spanning Brokerage, Franchise and Ancillary Services

Proprietary, AI-Enabled Tech Platform

reZEN, Leo CoPilot and HeyLeo form a fully integrated operating system, managing every transaction, compliance step and agent payout in real time

One Real Community

Collaborative community of 33,000 real estate professionals built on transparency, shared success and "Work Hard, Be Kind" ethos

Compelling Agent Economic Model

85/15 agent commission split with $12K annual cap, plus revenue share, equity ownership opportunities and ancillary income streams

High-Growth, Asset-Light Brokerage

Fastest-growing major public brokerage - 57% agent CAGR and 70% transaction CAGR since 2022 despite housing market trough

Iconic Global Real Estate Brand

Highest unaided brand awareness among all real estate competitors in the U.S. and Canada; multi- winner of BrandSpark 'Most Trusted' award1

Scaled Franchise Network

148,000+ agents across nearly 8,500 offices in more than 120 countries and territories, most productive real estate network in the world2

Compelling Franchisee Flexibility

Entrepreneurial franchise model enables franchisees to run their business their way, while benefitting from the REMAX brand and ecosystem

High Margin, Recurring Revenue

Asset-light franchise model with 66% of revenue from recurring franchise fees and annual dues3; 32% Adjusted EBITDA margin4 in fiscal 2025

Will be the only major real estate company to offer both a cloud-based brokerage and global franchise office network

Placing two of the industry's strongest agent cultures on one platform - expanding collaboration and collective growth

= Prospective agents will be able to select the model that best fits their unique needs, with access to expanded income streams across both models

More diversified and durable revenue base expected to create a more resilient earnings profile with significant upside

Source: Public filings, only represents publicly traded comparable companies.

Source: MMR strategy group study of unaided awareness.

As measured by residential transaction slides.

Excludes REMAX Marketing Funds fees.

See Appendix for reconciliation of historical non-GAAP financial measures.

opportunity as housing cycle recovers

Greater Choice, Higher Productivity and Expanded Earnings Opportunities for Agents and Franchisees

Agent Value Proposition

Global Brand + Integrated Technology Platform

GLOBAL BRAND + Combines REMAX's globally recognized brand with

MODERN PLATFORM Real's integrated platform, offering agents credibility,

flexibility and modern tools to run their business

INCREASED Streamlined workflows across transaction

PRODUCTIVITY management, communication and compliance

enable agents to operate more efficiently and close

faster

EXPANDED INCOME Access to a broader set of income streams,

OPPORTUNITIES including revenue sharing, equity mortgage, title,

fintech and platform-enabled services

Greater ability to capture value across the transaction

STRONGER Significantly expanded referral network and

NETWORK collaboration across a larger, global agent base

Increased deal flow driven by connectivity

Source: Public filings, only represents publicly traded comparable companies.

Franchisee Value Proposition

A Unique, Differentiated and Better Positioned Brokerage Platform

ENHANCED AGENT ATTRACTION

Ability to attract agents through a combination of brand strength, model flexibility and access to a modern platform

LOWER OPERATING COSTS

Streamlined back-office operations and reduced reliance on multiple third-party vendors

Improved transaction management, compliance and workflow efficiencies over time

ADDITIONAL REVENUE STREAMS

Opportunity to participate and monetize additional ancillary services across mortgage, title, fintech and other sources

STRONGER AGENT RETENTION

Integrated tools such as ReZEN, Leo AI and Real Wallet support agents throughout the transaction lifecycle, driving loyalty, retention and engagement

One Technology Platform Tailored to Fit the Diverse Needs of Agents, Franchisees and Consumers

ReZEN

ReZEN is Real's proprietary transaction management and business intelligence platform - connecting every deal, document, compliance step and payout into a single system of record

Leo AI

AI Driven Productivity, Support & Compliance

Real Wallet

Fintech, Banking and Lending Platform

ReZEN as the Differentiator

ReZEN is used by nearly every agent at Real and deeply embedded in how Real agents transact. This has created industry-leading headcount efficiency

Agents per Full Time Brokerage Employee1

Operating metrics as of LTM 12/31/2025 for comparability across publicly traded companies.

(1)

Making One of Life's Most Complex Transactions Simpler for

Consumers

AI-powered home search

Real's HeyLeo - Always On, Across Every Channel

Real has built the industry's first voice-enabled AI home search and relationship manager - giving buyers and sellers guided, real-time support across phone, SMS and chat, 24/7

REMAX attracts over 1 million consumer leads annually across its websites - HeyLeo can transform that traffic into a smarter, more personalized home search experience

Proactive property matching and "always-on" follow-up replace the traditional reactive agent model

Integrated closing services

Brokerage, Title & Mortgage All Under One Roof

Clients will benefit from an expanded suite of closing services across One Real Mortgage, One Real Title, Motto Mortgage and wemlo - all under one platform

Greater connectivity across the transaction eliminates third-party handoffs, giving agents and clients real-time visibility and control from offer to close

Result is a more predictable closing process - with fewer delays, lower risk and greater satisfaction for clients and agents alike

Frictionless transaction experience

A Platform That Compounds with Scale

Every transaction on the combined platform generates proprietary data feeding a single intelligence layer across search, financing and closing

Unique data flywheel enables the system to learn and improve with every deal

Continuously improving lead conversion, faster mortgage approvals and closing timelines result in a consumer experience that gets meaningfully better over time

COMBINING ICONIC GLOBAL REAL ESTATE BRAND WITH AI-POWERED TECHNOLOGY - GIVING EVERY BUYER AND SELLER A FASTER,

SIMPLER AND MORE CONNECTED TRANSACTION EXPERIENCE

More Diversified and Durable Financial Model

2025 Gross Profit % Composition

ADJUSTED EBITDA MARGIN2: ~3%

95%

Commissions

Title + Mortgage

Pro Forma 2025 Gross Profit % Composition1

ADJUSTED EBITDA MARGIN2 : ~7%

2025 Revenue

% Composition1

ADJUSTED EBITDA MARGIN2: ~32%

52%

Continuing Franchise Fees

14%

Annual Dues

24%

Commissions

10%

Franchise Sales & Other

55%

Commissions

Franchise Sales & Other

8% Annual Dues

Title + Mortgage

29%

Continuing Franchise Fees

INCREASED EXPOSURE TO HIGH-MARGIN FRANCHISE REVENUE AND RESULTING OPPORTUNITY TO GROW IN HIGHER-MARGIN

ANCILLARY SERVICES

Excludes REMAX Marketing Funds fees.

See Appendix for reconciliation of historical non-GAAP financial measures.

Stronger Financial Profile and Cash Generation Expected to Reduce Leverage

Pro Forma Leverage (2025 Net Debt / Adjusted EBITDA)1

4.0x

Earnings Accretive

Expected to contribute to earnings growth and Adjusted

EBITDA margin expansion1 within the first full fiscal year following

3.5x

3.0x

2.5x

2.0x

1.5x

1.0x

0.5x

0.0x

3.4x

2.7x

Sub 2.0x

Net Cash Position

Real Standalone RE/MAX Standalone Pro Forma Company Target Leverage

the close of the transaction, excluding non-recurring merger and integration related expenses

Rapid Deleveraging

Expected path to reduce Net

Debt-to-Adjusted EBITDA1 to below 2.0x within two full fiscal years post-close

Strong Cash Flows

Provides flexibility to reinvest in the business while continuing to return capital to shareholders2

See Appendix for reconciliation of historical non-GAAP financial measures.

Subject to leverage targets and covenant capacity.

Compelling Cost Synergy Opportunity

Compelling Opportunities with Majority Run-Rate Expected to be Realized in 2027

$4M

$7M

$4M

$15M

Initial Synergies

Additional C

Savings Over

Time D

Anticipated Cost Synergies

~100BPS CONSOLIDATED OPERATING MARGIN EXPANSION AT RUN-RATE

Areas of Cost Synergy Realization

SHARED SERVICE

CENTRALIZATION

•

Streamlining overlapping administrative & back-office functions

Leveraging the best talent across both platforms

ELIMINATION OF REDUNDANT PUBLIC COMPANY COSTS

Reduction of reporting & governance costs through the elimination of duplicative spend

VENDOR & OTHER EXTERNAL COST RATIONALIZATION

Consolidation of systems & vendor relationships

RATIONALIZATION OF REAL ESTATE FOOTPRINT

Gradual optimization of real estate footprint over three s

Title Attachment

Offering in-house settlement and title services to REMAX's franchisee network - converting a critical, outsourced process into a captive, high-margin revenue stream

Pro Forma 2025

US Buy-Side Transactions:

350,000+

Mortgage Expansion

Providing REMAX clients access to in-house financing options, deepening the consumer relationship while capturing mortgage economics that today flow to third parties

Pro Forma 2025

US Buy-Side Transactions: 350,000+

Potential Available Revenue Opportunities from Leveraging the Combined Network

2025 Checking Accounts:

2025 Deposits:

2025 Wallet Revenue:

7,000+

$23M+

$850k+

Real Wallet Contribution

Extending Real's fintech capabilities to REMAX's agent base

- deepening engagement and generating incremental fee income across a significantly larger base

Wallet

REMAX Website Lead Monetization

Integrating AI-driven consumer engagement to convert existing traffic and leads into a higher-value, monetizable pipeline

LEO AI

2025 REMAX.com Gross Leads: 750,000+

2025 REMAX.ca Gross Leads: 250,000+

2025 Avg. Revenue/Txn:

$7,500+

2025 Avg. Revenue/Txn:

$2,200+

2025 Gross Margin:

45%+

2025 Gross Margin:

80%+

MULTIPLE FUTURE LEVERS DESIGNED TO UNLOCK ADDITIONAL HIGH-MARGIN REVENUE GROWTH, WITH SIGNIFICANT POTENTIAL IMPACT TO ADJUSTED EBITDA AT SCALE

Integration 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)

(T+12 Months)

(T+24 Months)

(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

Execute most actionable near-term synergies (e.g., public company costs and administrative functions)

Begin selective franchisee migration onto ReZEN and Real Wallet platforms

CONTINUED INTEGRATION

Majority of talent synergies realized; productivity improvements

Continued franchisee migration onto ReZEN and Real Wallet platforms

Execute on real estate footprint synergies

OPTIMIZE & ENHANCE

All company-wide vendor & systems spend rationalized

Complete rollout of ReZEN and Real Wallet platforms optimized for franchisee operations at scale

Transformational Moment for the Industry

Important Step in Real's Journey to Build a Technology Platform that Empowers Real Estate Professionals and Improves the Consumer Experience

Brings together two highly complementary business models

to create a more innovative, more productive and

more connected real estate ecosystem

Enhanced value proposition for agents and franchisees offering greater choice, model flexibility, technology and expanded support network

Improved home buying and selling experience for consumers across the transaction lifecycle

Strong financial profile and cash generation expected to drive earnings and Adjusted EBITDA margin accretion

Meaningful cost synergies and revenue growth opportunities expected to drive margin expansion and long-term value creation

Appendix

Overview of Real

Compelling Agent

Economic Model

High Split / Low Cap: Competitive 85%/15% commission split in favor of the agent with a low $12,000 annual cap in the U.S

Multiple Ways to Earn Income: Agents can generate income from multiple sources including commission income, revenue share and equity awards

Proprietary Tech

Platform

reZEN software: A proprietary transaction management platform system of record used by 100% of agents to manage transactions, compliance and instant payouts

AI-Enabled Efficiency: Leo CoPilot handles 24/7 support inquiries, automates back-office tasks, designed to drive OpEx efficiency

Collaborative

Culture

Work Hard, Be Kind: A mission-driven culture rooted in transparency and shared success, which fuels high agent engagement and retention

One Real Community: A vibrant network that prioritizes teamwork, continuous learning and collective growth

>33,000

Total Agents

52%

Agent CAGR since 1Q'23

>185,000

2025 Transactions

~$2.0B

2025 Revenue

~$63M

1. See Appendix for reconciliation of historical non-GAAP financial measures.

2025 Adjusted EBITDA1 18

Overview of REMAX

Global Brand Recognition

Strong Awareness: Highest unaided brand awareness among all real estate competitors in the U.S. and Canada

Voted Most Trusted: Multi-winner of the BrandSpark "Most Trusted" agency award in both the USA and Canada

Scaled Franchise Network

Record Global Footprint: 148,660 agents across nearly 8,500 offices in more than 120 countries and territories

Elite Productivity: REMAX agents are the part of the most productive real estate network in the world

Dual-Brand Power: Includes Motto Mortgage, the first and only national mortgage brokerage franchise brand in the U.S., with over $2.5B in loan volume in 2025

High-Margin, Recurring Revenue

66% Recurring Revenue: Two-thirds of revenue derived from continuing franchise fees and annual dues

Capital-Light Model: Asset-light franchisor model delivered a 32.1% Adjusted EBITDA margin in FY 2025

Strong Cash Conversion: 34% Adjusted EBITDA-to-FCF conversion provides significant cash for deleveraging

1. See Appendix for reconciliation of historical non-GAAP financial measures.

>148,000

Total Agents

>120

Countries and Territories

~8,500

Offices

~1.6M ~$10.7B

2025 Transactions 2025 Estimated Closed (Global) Worldwide

Commissions

~$292M

2025 Revenue

~$94M

2025 Adjusted EBITDA1 19

Non-GAAP Measures and Ratios

This Presentation includes references to "Adjusted EBITDA", which is a non-U.S. generally accepted accounting principles ("GAAP") financial measure. Non-GAAP measures, including Non-GAAP ratios, are not recognized measures under GAAP, do not have a standardized meaning prescribed by GAAP, and are therefore unlikely to be comparable to similar measures presented by other companies.

This presentation also includes Non-GAAP financial measure ratios. A non-GAAP ratio is a financial measure disclosed in the form of a ratio, fraction, percentage, or similar representation and that has a non-GAAP financial measure as one or more of its components.

Adjusted EBITDA is used as an alternative to net income by removing major noncash items, such as depreciation, amortization, interest, stock-based compensation, current and deferred income tax expenses and other items management considers unique and/or non-operating in nature.

Adjusted EBITDA has no direct comparable GAAP financial measures. The Company has used or included these non-GAAP measures solely to provide investors with added insight into Real's financial performance. Readers are cautioned that such non-GAAP measures may not be appropriate for any other purpose. Non-GAAP measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Disclaimer

The Real Brokerage Inc. published this content on April 27, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 27, 2026 at 12:29 UTC.