SEC filings reveal the path toward closing, with Real and REMAX shareholders still required to approve key parts of the transaction.

The proposed merger between The Real Brokerage and REMAX Holdings has entered its final shareholder approval phase, with both companies setting Aug. 14 votes on the deal that would combine the two real estate brands under a new company called Real REMAX Group Inc.

The companies disclosed the meeting dates in definitive proxy materials filed Thursday, nearly three months after announcing the proposed transaction. The Real shareholder meeting is scheduled for Aug. 14 at 10 a.m. Eastern time. The REMAX stockholder meeting is scheduled for the same day at 8 a.m. Mountain time. Both meetings will be held virtually.

The votes come as Real continues to expand ahead of the proposed merger. Last month, Real announced that it had surpassed 35,000 agents, a milestone CEO Tamir Poleg pointed to as evidence that the company’s growth has remained largely organic even as it pursues the REMAX deal. 

The latest SEC filing sets up the path toward closing, with Real shareholders and REMAX shareholders still required to approve key parts of the transaction. Real shareholders will vote on the arrangement, while REMAX shareholders will vote on the merger and a related share issuance tied to REMAX’s acquisition of RIHI Inc., the investment vehicle through which REMAX co-founder Dave Liniger and his spouse hold shares in the company.

Even if shareholders approve the proposals, the deal would still need to satisfy other closing conditions, including regulatory approvals and court approval of Real’s arrangement under British Columbia law.

The deal, announced in April, would combine Real’s fast-growing cloud-based brokerage platform with REMAX’s global franchise network. The companies said the combined platform would support more than 180,000 agents across more than 120 countries and territories, including more than 100,000 agents in the U.S. and Canada.

After the merger closes, former Real shareholders are expected to own about 60 percent of the combined company, while former REMAX stockholders are expected to own about 40 percent, assuming the maximum available cash consideration is paid to REMAX stockholders.

Under the terms outlined in the filing, Real shareholders would go through a 10-for-1 share consolidation and receive shares in the newly formed holding company. REMAX Class A stockholders would be able to elect either stock in the new company or $13.80 per share in cash, subject to proration. The filing says aggregate cash proceeds to REMAX stockholders will be no less than $60 million and no greater than $80 million.

The new company is expected to trade on Nasdaq under Real’s current ticker symbol, REAX. If the deal closes, Real’s existing shares would be delisted from Nasdaq and REMAX shares would be delisted from the New York Stock Exchange.

Both boards have recommended that shareholders vote in favor of the proposals. The companies have previously said they expect the transaction to close in the second half of 2026.

Email AJ LaTrace

REMAX | Real Brokerage
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