REAX · The Real Brokerage Inc.

The Real Brokerage Inc. (REAX) has entered a definitive Arrangement Agreement and Plan of Merger dated April 26, 2026, to acquire RE/MAX Holdings, Inc. for $880M enterprise value, structured as a BC court-approved plan of arrangement for Real's shares followed by Delaware mergers of RE/MAX into new subsidiaries of Rome Wildlife, Inc. (new public entity 'Real REMAX Group'). REMAX shareholders elect between 5.15 shares of new common stock or $13.80 cash per share, prorated to $60-80M total cash. Real shareholders receive 1:1 new shares for existing common shares post-10:1 consolidation. Transaction requires Real/REMAX shareholder approvals (2/3 for Real Arrangement), HSR/antitrust clearance, BC court orders, and no material adverse changes; targets H2 2026 close with $550M debt financing commitment from Morgan Stanley/Apollo. Pro forma 2025 metrics show $2.3B revenue/$157M adj. EBITDA; immediately accretive to earnings (ex-integration costs) with $30M run-rate synergies from shared services/tech efficiencies by 2027, lifting margins ~100bps. Strategic fit combines Real's AI/cloud brokerage (33k agents) with REMAX's 147k-agent global franchise (recurring fees ~2/3 revenue), preserving brands/models while cross-leveraging reZEN tech, HeyLeo AI search, and ancillaries (mortgage/title). Post-close deleveraging to 2x net debt/EBITDA prioritized; Real to retain Nasdaq listing as REAX. Voting agreements from key insiders (Linigers, others) support deal. Risks include regulatory hurdles, integration, and market recovery dependency for REMAX earnings normalization.