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 Com…

Director: The resignations were a mandatory legal consequence of the merger transaction where the board and officers were replaced by the surviving company's leadership, rather than a voluntary departure or termination.

Unregistered Sales of Equity Securities. Concurrently with the execution of the Merger Agreement on April 26, 2026, the Company entered into the RIHI Merger Agreement. 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…

Pursuant to the Merger Agreement, after giving effect to the cash/stock election results described below, upon the consummation of the First Merger, which became effective as of 4:25 p.m. Eastern Time on the Closing Date (the “First Merger Effective Time”), each share of Class A common stock, par value $0.0001 per share, of the Company (“Company Class A Common Stock”) issued and outstanding immediately prior to the First Merger Effective Time, including shares of Company Class A Common Stock…

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.

In connection with the consummation of the Mergers, the Company notified the New York Stock Exchange (the “NYSE”) on the Closing Date that each outstanding share of Company Common Stock was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as described under

On the Closing Date, all outstanding amounts under the Second Amended and Restated Credit Agreement dated as of July 21, 2021 (as amended, restated, supplemented or otherwise modified), by and among RMCO, LLC, a Delaware limited liability company, RE/MAX, LLC, a Delaware limited liability company, each of the other loan parties party thereto, JPMorgan Chase Bank, N.A., the financial institutions party thereto, and the other agents, arrangers and bookrunners identified therein, were repaid in…

of this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific refer…

Other Events. The following disclosure is intended to supplement the joint proxy statement/prospectus and management information circular and should be read in conjunction with the joint proxy statement/prospectus and management information circular, which is available at the SEC’s website, www.sec.gov, and which should be read in its entirety, including the annexes thereto. The information contained below is incorporated by reference into the joint proxy statement/prospectus and management i…

Results of Operations and Financial Conditions. * On August 6, 2026, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is also disclosing that it may use the remaxholdings.com, investors.remaxholdings.com, remax.com, remax.ca, mottomortgage.com, and wemlo.io websites as means of disclosing…

Other Events. On August 4, 2026, RE/MAX Holdings, Inc. (“ REMAX ”) and The Real Brokerage Inc. (“ Real ”) issued a joint press release (the “ Press Release ”) announcing the upcoming deadline for holders of REMAX Class A common stock to elect the form of consideration that they wish to receive in connection with the pending acquisition of REMAX by Real. The deadline for stockholders of record is 5:00 p.m. New York City time on August 18, 2026. Stockholders who hold shares through a bank, brok…

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 a…

Results of Operations and Financial Conditions. * On May 8, 2026, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is also disclosing that it may use the remaxholdings.com, investors.remaxholdings.com, remax.com, remax.ca, mottomortgage.com, and wemlo.io websites as means of disclosing m…

Entry Into a Material Definitive Agreement. Arrangement Agreement and Plan of Merger On April 26, 2026, RE/MAX Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Arrangement Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“ Parent ”), Rome Wildlife, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ New Wildlife ”), Wildl…

Regulation FD Disclosure On April 27, 2026, RE/MAX Holdings, Inc. (the “ Company ”) and The Real Brokerage Inc. (“ Real ”) issued a joint press release announcing that the Company and Real had entered into a definitive agreement pursuant to which Real will acquire the Company. In light of the pending transaction, the Company also announced that it will no longer be holding its first quarter 2026 earnings conference call and webcast scheduled for May 8, 2026. A copy of the press release is att…

Regulation FD Disclosure. On March 19, 2026, RE/MAX, LLC (“REMAX”), a subsidiary of RE/MAX Holdings, Inc. (the “Company”), entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”) to resolve claims in the pending putative class action lawsuit titled Mya Batton, Aaron Bolton, Michael Brace, Do Yeon Kim, Anna James, James Mullis, Theodore Bisbicos, and Daniel Parsons v. The National Association of Realtors, Anywhere Real Estate, Inc., formerly known as Realogy Holding…

Results of Operations and Financial Conditions. * On February 19, 2026, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2025. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is also disclosing that it may use the remaxholdings.com, investors.remaxholdings.com, remax.com, remax.ca, mottomortgage.com, and wemlo.io websites a…

President and Chief Growth Officer — Chris Lim: Chris Lim was promoted to President and Chief Growth Officer of RE/MAX, LLC.

Director — Dr. Christine Riordan: Dr. Christine Riordan resigned from the Board of Directors.

Results of Operations and Financial Conditions. * On October 30, 2025, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is also disclosing that it may use the remaxholdings.com, investors.remaxholdings.com, remax.com, remax.ca, mottomortgage.com, and wemlo.io websites as means of dis…

Creating of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information regarding the Amendment set forth in

Entry Into a Material Definitive Agreement. On September 30, 2025, RE/MAX, LLC (the “Borrower”) and RMCO, LLC (“RMCO”) entered into the Second Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of July 21, 2021, among the Borrower, RMCO, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) as administrative agent, and the various lenders party thereto (the “Credit Agreement”). The Amendment extends the maturity date of the revolving facility under the Credit Agr…

Results of Operations and Financial Conditions. * On July 29, 2025, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is also disclosing that it may use the remaxholdings.com, investors.remaxholdings.com, remax.com, remax.ca, mottomortgage.com, and wemlo.io websites as means of disclosing…

Chief Information Officer — W. Grady Ligon: Mr. Ligon is leaving the Company to pursue other opportunities closer to his home.

The filing pertains to an amendment of the Company’s 2023 Omnibus Incentive Plan, not a management change.