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- Delisting (new) — NYSE delisting and termination of SEC reporting follow the going-private merger.
RE/MAX completes merger with Real REMAX Group, converting all shares for ~$80M cash + stock
Filed August 24, 2026 · Period ending August 24, 2026 · ~2 min read
Key Changes
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Merger closed Aug 24; former RE/MAX shareholders received either $4.33 cash + 0.3535 Real REMAX Group shares or 0.5150 Real REMAX Group shares per share. Cash election was oversubscribed and prorated. Total: ~14.5M shares to former RE/MAX holders, ~$80M cash paid.
Item 2.01 verify on EDGAR → -
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RE/MAX stock suspended from NYSE trading Aug 25, 2026. Company will file Form 15 to terminate SEC registration and cease periodic reporting (10-Ks, 10-Qs). Going-private transaction eliminates public shareholders.
Item 3.01 verify on EDGAR → -
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Entire board and eight named officers (including CEO Erik Carlson, CFO Karri Callahan) resigned at merger close. Officers of Merger Sub II became officers of the surviving entity. Resignations were merger-related, not due to disagreements.
Item 5.02 verify on EDGAR → -
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RE/MAX repaid in full all amounts under its July 2021 credit agreement and terminated all commitments, guarantees, and liens. Tax Receivable Agreement with RIHI (dated Oct 2013) also terminated per April 2026 amendment.
Item 2.01 verify on EDGAR → -
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Company converted from Delaware corporation to limited liability company. Certificate of incorporation and bylaws replaced with LLC certificate of formation and operating agreement. RE/MAX ceased to exist as separate entity; surviving LLC is wholly owned by Real REMAX Group.
Item 5.03 verify on EDGAR →
Summary
RE/MAX Holdings completed its merger with Real REMAX Group on August 24, 2026, ending its existence as a publicly traded company. Former RE/MAX Class A shareholders received merger consideration of either approximately $4.33 in cash plus 0.3535 Real REMAX Group shares per share (cash election) or 0.5150 Real REMAX Group shares per share (stock election).
The cash election was oversubscribed, triggering proration that gave cash electors a mix of cash and stock. In total, Real REMAX Group issued approximately 14.5 million shares to former RE/MAX holders and paid approximately $80 million in aggregate cash consideration.
Of the roughly 33.9 million RE/MAX shares outstanding, approximately 11.7 million elected stock, 18.5 million elected cash, and 3.7 million made no election (treated as stock). The merger triggered a complete corporate transformation. RE/MAX stock was suspended from NYSE trading on August 25, 2026, and the company will file Form 15 to terminate its SEC registration and cease public reporting. The entire board of directors and eight named officers—including CEO Erik Carlson and CFO Karri Callahan—resigned at the merger close, with Merger Sub II officers taking over the surviving entity. RE/MAX also converted from a Delaware corporation to a limited liability company wholly owned by Real REMAX Group, and repaid in full its outstanding credit facility. Former RE/MAX shareholders now hold interests in Real REMAX Group; RE/MAX Holdings as a standalone public entity no longer exists.
Section-by-Section Diff
Event · Item 1.02 — Termination of a Material Definitive Agreement
RE/MAX terminated a material definitive agreement on August 24, 2026.
The 8-K filing discloses the termination of a material definitive agreement under Item 1.02, but the provided excerpt is incomplete and does not contain the specific details of which agreement was terminated, the parties involved, or the circumstances of the termination. The filing references information in an Introductory Note that was not included in the excerpt.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Holders of approximately 11,697,333 shares of Company Class A Common Stock outstanding immediately prior to the First Merger Effective Time elected to receive the Stock Election Consideration (as defined in the Merger Agreement). · Holders of approximately 18,488,134 shares of Company Class A Common Stock outstanding immediately prior to the First Merger Effective Time elected to receive the Cash Election Consideration (as defined in the Merger Agreement). · Holders of approximately 3,699,238 shares of Company Class A Common Stock outstanding immediately prior to the First Merger Effective Time made no election and were treated as though they elected to receive the Stock Election Consideration. Because the cash election was oversubscribed, the proration procedures described in the Merger Agreement were applied, resulting in the final Merger Consideration described above.
Of the approximately 33.9 million RE/MAX Class A shares outstanding, approximately 11.7 million elected stock consideration, approximately 18.5 million elected cash consideration, and approximately 3.7 million made no election (treated as stock election). Because the cash election was oversubscribed, proration procedures were applied, resulting in cash electors receiving a mix of cash and stock rather than pure cash consideration.
Added in current filing · verify on EDGAR →
Each Specified RSU (as defined in the Merger Agreement) that was outstanding immediately prior to the First Merger Effective Time, whether vested or unvested, was canceled and extinguished, and the holder thereof is entitled to receive (subject to any applicable withholding or other taxes, or other amounts required by applicable law to be withheld) a number of shares of Real REMAX Group Common Stock, rounded to the nearest whole share, equal to (x) the product of (i) the number of shares of Company Class A Common Stock subject to such Specified RSU, multiplied by (ii) the Stock Election Exchange Ratio, and (y) an amount in cash equal to any accrued but unpaid dividend equivalents with respect to each Specified RSU. ... Each Company RSU (as defined in the Merger Agreement) (other than a Specified RSU) that was outstanding and unvested immediately prior to the First Merger Effective Time was converted into that number of New Wildlife RSUs (as defined in the Merger Agreement and referred to herein as a “Real REMAX Group RSU”), rounded to the nearest whole share, equal to the product of (i) the number of shares of Company Class A Common Stock subject to such Company RSU, multiplied by (ii) the Stock Election Exchange Ratio.
Outstanding RE/MAX equity awards were converted to Real REMAX Group awards. Specified RSUs (vested or unvested) were canceled and holders will receive Real REMAX Group shares based on the 0.5150 stock exchange ratio plus any accrued dividend equivalents in cash. Other unvested RSUs were converted to Real REMAX Group RSUs at the same exchange ratio, maintaining their original vesting terms. Similar treatment applied to PSUs and stock options.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
In connection with the RIHI Mergers, the share of Company Class B Common Stock (as defined in the Merger Agreement) issued and outstanding immediately prior to the effective time of the RIHI Mergers was surrendered to the Company by the holder thereof and, upon such surrender, was cancelled and retired by the Company for no consideration and ceased to exist and is no longer outstanding.
The single share of RE/MAX Class B Common Stock outstanding immediately prior to the RIHI Mergers was surrendered by its holder and canceled for no consideration, ceasing to exist.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
RE/MAX completed a merger, converting all common stock for cash consideration; shares will be delisted from NYSE and SEC reporting will cease.
Added in current filing · verify on EDGAR →
each outstanding share of Company Common Stock was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement
RE/MAX completed a merger transaction where all outstanding common stock was converted into cash consideration. This is a going-private transaction that eliminates public shareholders.
Added in current filing · verify on EDGAR →
The Company Common Stock is expected to be suspended from trading on the NYSE effective prior to the opening of trading on August 25, 2026, the day after the Closing Date.
RE/MAX common stock will be suspended from NYSE trading effective before market open on August 25, 2026. The company has requested NYSE to file Form 25 to remove the stock from listing and deregister it under Section 12(b) of the Exchange Act.
Added in current filing · verify on EDGAR →
After effectiveness of the Form 25, the Company intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of the Company Common Stock under the Exchange Act and suspend the Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.
Following the delisting, RE/MAX will file Form 15 to terminate its SEC registration and suspend its public reporting obligations. The company will no longer file periodic reports like 10-Ks and 10-Qs.
Event · Item 3.02 — Unregistered Sales of Equity Securities
RE/MAX issued unregistered Class A shares to RIHI shareholders in connection with merger closing, which were then converted to merger consideration.
Added in current filing · verify on EDGAR →
On the Closing Date and in connection with the consummation of the RIHI Mergers, each outstanding share of RIHI common stock (the “RIHI Common Stock”) (other than dissenting or cancelled shares) converted into a number of shares of fully paid and nonassessable Company Class A Common Stock equal to the number of common units of RMCO, LLC (the “OpCo Common Units”) held by RIHI divided by the total number of issued and outstanding shares of RIHI Common Stock, in each case. Such shares of Company Class A Common Stock were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were issued in reliance on the exemption from registration in Section 4(a) (2) of the Securities Act.
RE/MAX issued unregistered Class A common shares to RIHI shareholders as part of the merger closing. The shares were issued under a Securities Act exemption and were immediately converted into the right to receive merger consideration. This represents the mechanics of the RIHI merger transaction that closed on August 24, 2026.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Each share of Company Class A Common Stock issued in connection with the consummation of the RIHI Mergers was converted into the right to receive the Merger Consideration.
The Class A shares issued to RIHI shareholders were immediately converted into the right to receive merger consideration. This indicates the shares were a transitory step in the merger mechanics rather than a permanent equity issuance that would dilute existing shareholders.
Event · Item 3.03 — Material Modification to Rights of Security Holders
RE/MAX completed a merger, converting all outstanding common stock into cash consideration and eliminating shareholder rights.
Added in current filing · verify on EDGAR →
Pursuant to the Merger Agreement and in connection with the consummation of the Mergers, at the First Merger Effective Time, each share of Company Common Stock then outstanding (other than Dissenting Shares or Cancelled Shares (as defined in the Merger Agreement)) was automatically converted into the right to receive the Merger Consideration. Accordingly, at the First Merger Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive such Merger Consideration.
RE/MAX completed a merger transaction on August 24, 2026. All outstanding shares of common stock were automatically converted into the right to receive merger consideration (cash payment), except for dissenting shares and cancelled shares. Following the merger, shareholders no longer have any ownership rights in the company, only the right to receive the merger payment.
Event · Item 5.01 — Changes in Control of Registrant
Item 5.01 — Changes in Control of Registrant filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
As a result of the consummation of the Second Merger, a change of control of the Company occurred, and the Company merged with and into Merger Sub II, the separate existence of the Company ceased and Merger Sub II survived as a wholly owned subsidiary of Real REMAX Group.
RE/MAX Holdings completed a merger transaction that resulted in a change of control. The Company merged into a subsidiary entity (Merger Sub II), ceased to exist as a separate legal entity, and the surviving entity became a wholly owned subsidiary of Real REMAX Group. This represents a fundamental corporate transformation where RE/MAX Holdings is no longer an independent public company.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the First Merger Effective Time, each member of the board of directors of the Company resigned as a director of the Company. These resignations were in connection with the Mergers and not a result of any disagreements between the Company and the resigning directors on any matter relating to the Company’s operations, policies or practices.
The entire board of directors resigned at the First Merger Effective Time as part of the merger transaction. The filing explicitly states these resignations were merger-related and not due to any disagreements with the Company on operations, policies, or practices.
Added in current filing · verify on EDGAR →
At the First Merger Effective Time, ... Erik Carlson, Karri Callahan, Susan Winders, Tom Flanagan, Victor Lombardo, Travis Saxton, Robert Fuchs and Christopher Lim resigned as officers of the Company and the officers of Merger Sub II immediately prior to the Second Merger Effective Time became the officers of the Surviving Company.
Eight named officers resigned at the First Merger Effective Time in connection with the merger. The officers of Merger Sub II became the officers of the Surviving Company at the Second Merger Effective Time, representing a complete change in executive leadership as part of the merger transaction.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
RE/MAX completed a two-step merger, converting from a corporation to a limited liability company with new governing documents.
Added in current filing · verify on EDGAR →
By operation of law and in accordance with the Merger Agreement, as of the First Merger Effective Time, the certificate of incorporation and the bylaws of the Company were amended in their entirety to be the same as the certificate of incorporation and the bylaws of Merger Sub I, each as in effect immediately prior to the First Merger Effective Time except to the extent required to include the rights and responsibilities of the First Step Surviving Company under the Merger Agreement, including indemnification and exculpation obligations.
RE/MAX's certificate of incorporation and bylaws were replaced in their entirety with those of the merger subsidiary as part of the first step of a merger transaction. The new governing documents include indemnification and exculpation obligations specified in the merger agreement.
Added in current filing · verify on EDGAR →
By operation of law and in accordance with the Merger Agreement, as of the time at which the Second Merger became effective (the “Second Merger Effective Time”), the certificate of formation and limited liability company operating agreement of Merger Sub II, as in effect immediately prior to the Second Merger Effective Time, became the certificate of formation and limited liability company operating agreement of the Surviving Company.
In the second step of the merger, RE/MAX converted from a corporation to a limited liability company. The company now operates under a certificate of formation and LLC operating agreement rather than corporate charter documents. This represents a fundamental change in the company's legal structure.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 25, 2026 · How we verify