Real and RE/MAX Holdings Announce Preliminary Results for Election of Form of Merger Consideration by REMAX Stockholders and Expected Timing of Real Share Consolidation

The Real Brokerage Inc. (" Real ") (NASDAQ: REAX ) and RE/MAX Holdings, Inc. (" RE/MAX Holdings ") (NYSE: RMAX ) today announced the preliminary results of elections made by RE/MAX Holdings stockholders regarding the form of merger consideration (the " Merger Consideration ") to be received in connection with Real's proposed acquisition of RE/MAX Holdings (the " Proposed Transactions ") pursuant to the companies' Arrangement Agreement and Plan of Merger, dated as of April 26, 2026, as amended on June 12, 2026 (the " Merger Agreement ").

Completion of the Proposed Transactions, which is expected to take place on August 24, 2026, remains subject to specified closing conditions, including obtaining the final order of the Supreme Court of British Columbia approving the arrangement aspects of the Proposed Transactions.

Pursuant to the Merger Agreement and as described in the election form and accompanying instructions distributed to RE/MAX Holdings stockholders beginning on July 20, 2026, as well as the joint proxy statement/prospectus and management information circular of Real and RE/MAX Holdings dated July 9, 2026, as supplemented on August 6, 2026 (the " Joint Proxy Statement/Prospectus and Circular "), upon the consummation of the Proposed Transactions, each issued and outstanding share of REMAX Class A common stock, par value $0.0001 per share (the " REMAX Class A Common Stock "), will be converted into the right to receive, at the election of the holder of such share, either: (i) a number of shares of common stock of Real REMAX Group Inc. (the " Real REMAX Common Stock ") equal to 5.150 (to be adjusted prior to the effective time of the merger to reflect a 10-for-1 share consolidation of Real's common shares (the " Share Consolidation ") by dividing 5.150 by 10) (the " Stock Election Consideration "), or (ii) $13.80 in cash, without interest (the " Cash Election Consideration "), subject in each case to proration such that the aggregate cash proceeds to be delivered to RE/MAX Holdings stockholders will be no less than $60 million and no greater than $80 million (the " Available Maximum Aggregate Cash Amount "), as determined pursuant to the election and allocation procedures set forth in the Merger Agreement.

Pursuant to the Merger Agreement, in the case of any share of REMAX Class A Common Stock as to which the holder thereof does not properly make an election, such share is deemed to have elected to receive the Stock Election Consideration.

Because the aggregate amount of cash elected by RE/MAX Holdings stockholders (the " Aggregate Cash Election Amount ") exceeded the Available Maximum Aggregate Cash Amount, the Merger Agreement's proration provisions will apply. As a result, pursuant to the Merger Agreement, each share of REMAX Class A Common Stock for which a stock election was made (or deemed made) will be converted into the right to receive the Stock Election Consideration without adjustment, and each share of REMAX Class A Common Stock for which a cash election was made (a " Cash Electing Share ") will be converted into the right to receive a combination of (a) an amount of cash equal to the quotient of (1) the Available Maximum Aggregate Cash Amount divided by (2) the total number of Cash Electing Shares, and (b) a number of shares of Real REMAX Common Stock equal to the product of (1) 0.5150, post-consolidation (the " Exchange Ratio "), multiplied by (2) one minus a fraction, the numerator of which is the Available Maximum Aggregate Cash Amount and the denominator of which is the Aggregate Cash Election Amount.

Based on available information as of the election deadline of 5:00 p.m., New York City time, on August 18, 2026 (the " Election Deadline "), the preliminary Merger Consideration election results are as follows: Holders of 18,488,134 shares of REMAX Class A Common Stock elected to receive the Cash Election Consideration. Because the aggregate cash elected excee...