Material Event (Form 8-K)

Item 8.01 Other Events.

Arrangement Agreement and Plan of Merger

As previously disclosed, on April 26, 2026, RE/MAX Holdings, Inc., a Delaware corporation (the "Company"), entered into an Arrangement Agreement and Plan of Merger (as may be amended, modified, supplemented or waived from time to time, the "Merger Agreement") by and among the Company, The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia ("Real"), Rome Wildlife, Inc., a Delaware corporation and a wholly owned subsidiary of Real ("New Wildlife"), Wildlife Acquisition I Corp., a Delaware corporation and a wholly owned subsidiary of New Wildlife ("Merger Sub I"), Wildlife Acquisition II LLC, a Delaware limited liability company and a wholly owned subsidiary of New Wildlife ("Merger Sub II"), and 1587802 B.C. Unlimited Liability Company, an unlimited liability corporation existing under the laws of the Province of British Columbia and a wholly owned subsidiary of New Wildlife ("Bidco").

Capitalized terms used but not defined herein have the meanings assigned to those terms in the Merger Agreement.

The completion of the Contemplated Transactions is conditioned on, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").

On May 13, 2026, all applicable filing parties filed their respective notification and report forms under the HSR Act. The applicable filing parties voluntarily withdrew their respective notification and report forms on June 12, 2026, and refiled them on June 15, 2026, in each case, in accordance with 16 C.F.R. § 803.12.

On July 13, 2026, the U.S. Department of Justice granted early termination under the HSR Act of the waiting period.

The completion of the Contemplated Transactions remains subject to the satisfaction of other customary closing conditions specified in the Merger Agreement, including the receipt of the requisite approvals of the stockholders of the Company and the securityholders of Real.