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The Real Brokerage Inc. (NASDAQ:<a class="ticker" href="htt...

REAX

The Real Brokerage Inc. Announces Filing and Mailing of Meeting Materials for the Special Meeting of Securityholders to be held on August 14, 2026

The Real Brokerage to Merge with New Wildlife in 10-for-1 Consolidation

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  <section data-block="information">
    <h3>Information</h3>
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The Real Brokerage Inc. (NASDAQ:&lt;a class=&quot;ticker&quot; href=&quot;htt...</p>
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  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Real announced a structural transaction with New Wildlife that consolidates Real’s shares 10-for-1 and exchanges REMAX holders’ interests for New Wildlife stock or cash. Real and REMAX would become subsidiaries of New Wildlife and be renamed Real REMAX Group Inc. The special meeting is Aug. 14, 2026, with proxy voting due by Aug. 12, 2026, guiding near-term odds of closing.</p>
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  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Real files Circular for virtual meeting to approve arrangement.</li><li>10-for-1 share consolidation; transfer to Bidco for New Wildlife stock.</li><li>REMAX holders to receive 5.150 New Wildlife shares or $13.80 cash per REMAX share.</li><li>Post-transaction Real and REMAX become subsidiaries of New Wildlife; renamed Real REMAX Group Inc.</li><li>Board unanimously recommends FOR; proxy deadline Aug 12, 2026.</li></ul>
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  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Real (Real Brokerage Inc.) (REAX)</strong>: Subject to the arrangement; potential governance and ownership changes post-close.</li><li><strong>RE/MAX Holdings, Inc. (REMAX)</strong>: Target in the merger; holders may elect stock or cash; potential liquidity event.</li><li><strong>New Wildlife</strong>: Buyer; will own Real and REMAX; renamed Real REMAX Group Inc. after closing.</li><li><strong>Bidco</strong>: Acquisition vehicle; pivotal to the arrangement; requires regulatory approvals.</li><li><strong>Rome Wildlife, Inc.</strong>: Part of the arrangement; seller; value anchor for the consolidation.</li></ul>
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  <section data-block="category">
    <h3>M&amp;A</h3>
    <p>Category: M&amp;A. The article centers on a planned cross-border-style corporate reorganization and stock/cash consideration, with a shareholder vote and regulatory approvals determining outcome and valuation realization.</p>
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  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Proxy vote on August 12, 2026 will determine near-term direction.</li><li>10-for-1 consolidation changes share count and ownership economics.</li><li>REMAX cash/stock election creates cross-asset price sensitivity.</li><li>Regulatory approvals and integration risks could impact closing and premium realization.</li></ul>
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  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Meeting on Aug 14, 2026 at 10:00 a.m. ET; record date June 29, 2026.</li><li>10-for-1 Share Consolidation of Real shares.</li><li>REMAX holders to receive 5.150 New Wildlife shares or $13.80 cash per share.</li><li>Merger creates Real REMAX Group Inc. after closing.</li><li>Board recommends FOR; proxy deadline Aug 12, 2026.</li></ul>
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  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Near-term a vote and closing timing drive REAX; if approved, expect a positive re-rating under the renamed structure.</p>
  </section>
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<article>
  <h2>The Real Brokerage Inc. Announces Filing and Mailing of Meeting Materials for the Special Meeting of Securityholders to be Held on August 14, 2026</h2>

  <p>The Real Brokerage Inc. (<strong>REAX</strong>) (NASDAQ: <strong>REAX</strong>) ("<em>Real</em>") announced today that it has filed its notice of meeting, management information circular (the "<em>Circular</em>") and related documents (collectively, the "<em>Meeting Materials</em>") with securities regulators in connection with the special meeting (the "<em>Meeting</em>") of the holders ("<em>Shareholders</em>") of common shares of Real ("<em>Shares</em>"), the holders ("<em>Optionholders</em>") of options to purchase Shares ("<em>Options</em>") and the holders ("<em>RSU Holders</em>", and together with the Shareholders and Optionholders, "<em>Securityholders</em>") of restricted share units of Real ("<em>RSUs</em>"). The Meeting Materials are being mailed to Securityholders and can also be accessed on Real’s website at <a href="http://www.onereal.com" rel="nofollow">www.onereal.com</a> in the Investors-Events & Presentations section and on Real’s SEDAR+ profile at <a href="http://www.sedarplus.ca" rel="nofollow">www.sedarplus.ca</a> and on EDGAR at <a href="http://www.sec.gov" rel="nofollow">www.sec.gov</a>.</p>

  <section>
    <h3>Meeting Details</h3>
    <p>The Meeting will be held virtually on <strong>Friday, August 14, 2026</strong>, at <strong>10:00 a.m. (Eastern Time)</strong> at <a href="https://www.virtualshareholdermeeting.com/REAXSPECIAL2026" rel="nofollow">www.virtualshareholdermeeting.com/REAXSPECIAL2026</a>. Only Securityholders of record as of the close of business on <strong>June 29, 2026</strong>, the record date for the Meeting, are entitled to receive notice of, attend and vote at, the Meeting.</p>
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  <section>
    <h3>Proposed Arrangement and Contemplated Transactions</h3>
    <p>At the Meeting, Securityholders will be asked to pass a special resolution (the "<strong>Arrangement Resolution</strong>") approving an arrangement involving Real, Rome Wildlife, Inc. ("<strong>New Wildlife</strong>") and 1587802 B.C. Unlimited Liability Company ("<strong>Bidco</strong>"), whereby (i) the issued and outstanding Shares will be consolidated on a <strong>10-for-1</strong> basis (the "<strong>Share Consolidation</strong>"), (ii) Shareholders will then transfer all of their resulting Shares to Bidco for shares of common stock of New Wildlife ("<strong>New Wildlife Common Stock</strong>") on a one-for-one basis, such that Real will become a wholly owned subsidiary of Bidco, and (iii) taking into account the Share Consolidation, all of the outstanding Options and RSUs will be exchanged for replacement options and restricted share units of New Wildlife and cancelled, all in accordance with the terms of the Arrangement Agreement and Plan of Merger, dated as of <strong>April 26, 2026</strong>, among Real, RE/MAX Holdings, Inc. ("<strong>REMAX</strong>"), New Wildlife, Wildlife Acquisition I Corp. ("<strong>Merger Sub I</strong>"), Wildlife Acquisition II LLC ("<strong>Merger Sub II</strong>") and Bidco, as amended on <strong>June 12, 2026</strong> (as may be further amended, modified, supplemented or waived from time to time, the "<strong>Merger Agreement</strong>").</p>

    <p>Following the effectiveness of the Arrangement, Merger Sub I will merge with and into REMAX (the "<strong>First Merger</strong>"), with REMAX surviving the First Merger as a wholly owned subsidiary of New Wildlife, and then REMAX will merge with and into Merger Sub II (the "<strong>Second Merger</strong>" and, together with the First Merger, the "<strong>Mergers</strong>"), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of New Wildlife. Pursuant to the First Merger, each share of Class A common stock of REMAX issued and outstanding immediately prior to effective time of the First Merger (including shares of Class A common stock of REMAX issued in connection with the Rhino Merger (as defined in the Merger Agreement), and other than certain shares as described in the Merger Agreement) will be converted into the right to elect to receive either <strong>5.150</strong> (to be adjusted prior to the effective time of the First Merger to reflect the Share Consolidation by dividing <strong>5.150</strong> by <strong>10</strong>) shares of New Wildlife Common Stock or <strong>$13.80</strong> in cash, subject to proration such that the aggregate cash proceeds to be delivered to the REMAX stockholders who make an election to receive cash pursuant to the Merger Agreement will be no less than <strong>$60 million</strong> and no greater than <strong>$80 million</strong> (the "<strong>Merger Consideration</strong>"), as determined pursuant to the election and allocation procedures in the Merger Agreement (all actions and transactions contemplated by the Merger Agreement, including the Arrangement, the Mergers, and the Rhino Merger together, the "<strong>Contemplated Transactions</strong>").</p>

    <p>As a result of the Contemplated Transactions, Real and REMAX will become wholly owned subsidiaries of New Wildlife, which will be renamed "<strong>Real REMAX Group Inc.</strong>" concurrently with the consummation of the Contemplated Transactions.</p>
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  <section>
    <h3>Board Recommendation</h3>
    <p>After careful consideration, the board of directors of Real (the "<strong>Real Board</strong>") unanimously determined, among other things, that (i) the Arrangement and the entering into of the Merger Agreement is in the best interests of Real and that the Arrangement and the Contemplated Transactions (including the Mergers) are fair, from a financial point of view, to Real Securityholders, and (ii) the payment of the Merger Consideration and the issuance of shares of New Wildlife Common Stock by New Wildlife to the holders of shares of REMAX common stock (including shares of REMAX Class A common stock issued in connection with the Rhino Merger) (the "Stock Issuance") is advisable and in the best interests of Real.</p>

    <p>The Real Board unanimously approved, among other things, ...</p>
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  <section>
    <h3>Access to Meeting Materials and Additional Information</h3>
    <ul>
      <li>Meeting Materials are mailed to Securityholders and accessible on Real’s website at <strong>www.onereal.com</strong> in the Investors-Events & Presentations section.</li>
      <li>Additional documents are available on Real’s SEDAR+ profile at <strong>www.sedarplus.ca</strong> and on EDGAR at <strong>www.sec.gov</strong>.</li>
      <li>For more information about the Meeting, Securityholders may visit the virtual meeting site at <strong>www.virtualshareholdermeeting.com/REAXSPECIAL2026</strong>.</li>
    </ul>
  </section>
</article>

Real announced a structural transaction with New Wildlife that consolidates Real’s shares 10-for-1 and exchanges REMAX holders’ interests for New Wildlife stock or cash. Real and REMAX would become subsidiaries of New Wildlife and be renamed Real REMAX Group Inc. The special meeting is Aug. 14, 2026, with proxy voting due by Aug. 12, 2026, guiding near-term odds of closing.

The Real Brokerage Inc. Announces Filing and Mailing of Meeting Materials for the Special Meeting of Securityholders to be held on August 14, 2026

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

M&A

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