Real Brokerage NASDAQ: REAX outlined plans to acquire RE/MAX Holdings in a definitive agreement that CEO Tamir Poleg described as a “transformational combination” bringing together RE/MAX’s global franchise network and brand with Real’s technology-enabled brokerage model. The companies said the combined Real RE/MAX Group is expected to operate Real and RE/MAX as distinct businesses under one platform, while expanding technology and ancillary services across the combined footprint.
Transaction terms and expected timeline
Poleg said Real is acquiring RE/MAX for an enterprise value of $880 million. On a pro forma 2025 basis, he said the combined company would have approximately $2.3 billion in revenue and $157 million in adjusted EBITDA.
According to Poleg, the deal implies a transaction multiple of about 9.4x RE/MAX’s 2025 adjusted EBITDA before cost synergies and 7.1x after incorporating an expected $30 million of annual run-rate cost synergies. Poleg added that the companies view the current period as “near a historical trough for existing home sales,” arguing RE/MAX’s earnings “do not reflect a normalized housing environment.”
Real said RE/MAX shareholders will be able to choose between stock and cash consideration:
- RE/MAX shareholders may elect to receive 5.15 shares of the new Real RE/MAX Group for each RE/MAX share, or
- Elect to receive $13.80 per share in cash, subject to proration, with aggregate cash proceeds for RE/MAX shareholders set at no less than $60 million and no greater than $80 million.
Existing Real shareholders will receive one share of the new Real RE/MAX Group for each Real share owned, Poleg said.
The transaction is expected to close in the second half of 2026, subject to regulatory and shareholder approvals from both companies, as well as approval of the British Columbia Court. Poleg said “some of the largest shareholders of both companies” have already agreed to vote in favor of the deal, and emphasized that “the RE/MAX brand is not changing.”
Strategic rationale: two models under one platform
Poleg said the combination is intended to unite “two highly complementary businesses.” Real brings “a modern AI-enabled asset-light brokerage,” proprietary technology, and a scalable operating model, while RE/MAX adds a global franchise network and recurring, higher-margin franchise revenue. “These models do not compete, they complement,” Poleg said, calling the combined company “the only major real estate company offering both cloud-based brokerage and global franchise office network.”
For agents, Poleg said the plan is for RE/MAX agents to keep their franchise model and economics, while Real agents retain their own model. The main change, he said, is access to a larger platform with expanded technology and product offerings, including mortgage, title, and fintech services.
For franchisees, Poleg highlighted Real’s proprietary platform reZEN, which he said would be offered as a “system of record” for back-office brokerage operations, with the goal of streamlining transaction management and reducing manual processes. He also pointed to ancillary services as potential additional revenue streams for franchisees.
Technology and consumer offerings
Poleg said reZEN is currently used by 100% of Real agents—more than 33,000 agents across 50 states and five Canadian provinces. He said the platform automates workflows and leverages AI, which Real believes can reduce franchise operating costs and standardize transaction and team-management workflows.
As an example of operating efficiency, Poleg said Real operates with 94 agents per full-time brokerage employee, compared with 45 at “the next closest public competitor” and 12 at “the industry’s largest public player,” attributing the difference to Real’s technology platform.
For consumers, Poleg said the combined company plans to roll out HeyLeo, Real’s AI-powered home search portal and AI relationship management platform, to RE/MAX franchisees over time. He also pointed to integrating services including One Real Title, One Real Mortgage, Motto Mortgage, and wemlo, with an aim of “fewer hands off, faster closings, and a better experience end to end.”
Financial expectations, financing, and synergies
CFO Ravi Jani said the transaction is expected to be accretive to Real’s earnings and adjusted EBITDA margin “within the first full fiscal year following close,” excluding merger and integration-related expenses.
Jani said Real has received a $550 million financing commitment arranged by Morgan Stanley and Apollo Global Funding. The company expects to term the financing out in debt or capital markets prior to closing, using proceeds to refinance RE/MAX’s existing term loan and fund the cash portion of the transaction and related costs.
Post-close, Jani said Real’s “first priority” will be deleveraging, targeting a 2x net debt-to-adjusted EBITDA leverage ratio by the end of the second fiscal year following closing. He added that, as leverage declines, Real expects to keep investing in technology and growth and may return capital through share repurchases to offset dilution, subject to leverage and covenant capacity.
On synergies, Jani said the companies expect approximately $30 million of annual run-rate cost synergies, with the majority realized within calendar year 2027. He said the main areas include shared services consolidation, corporate and public company costs, and technology and vendor efficiencies, translating to about 100 basis points of consolidated margin expansion at run rate.
Jani also discussed potential revenue opportunities, including growth across mortgage, title, and Real Wallet, and the ability to “nurture and monetize” about 1 million annual leads generated across remax.com and remax.ca using HeyLeo. He stressed that the accretion and value outlined were “not dependent on these revenue synergies,” describing them as additional upside.
Integration approach and Q&A highlights
Poleg said Real’s Chief Operating Officer, Jenna Rozenblat, has been appointed chief integration officer to lead a joint integration team. He said the pro forma leadership team will draw from both organizations, emphasizing RE/MAX’s institutional knowledge in franchising.
In response to analyst questions, Poleg reiterated that both brands will operate in parallel and that Real’s technology will be made available to RE/MAX agents and franchisees to strengthen the RE/MAX value proposition. On adoption, he said the technology would be optional for franchisees—“It’s not mandatory”—and that franchisees interested in adopting Real’s technology could begin doing so “from day one” after closing, with communication expected to start prior to close.
Jani said RE/MAX’s non-controlling interest would be converted into RE/MAX shareholders and then merged into the new company, adding that technical details will be included in filings. He also said there are “no change of control outs” in RE/MAX franchise agreements.
Addressing franchisee retention and competitive dynamics, Jani said the companies have been “very impressed” with RE/MAX renewal rates in recent years in the U.S. and Canada. Poleg added Real intends to implement measures to “protect the hard work that RE/MAX franchisees have put into building their businesses,” including ensuring Real “does not take agents from RE/MAX,” while also seeking to present a compelling offering to agents outside both organizations.
About Real Brokerage NASDAQ: REAX
Real Brokerage Inc is a publicly traded, cloud-based residential real estate brokerage headquartered in Toronto, Canada, with operations across the United States and Canada. The company’s platform offers licensed real estate professionals a fully integrated suite of digital tools designed to streamline every phase of the property transaction process, from lead generation to closing.
Through its proprietary technology, Real Brokerage provides agents with transaction management, customer relationship management, digital marketing automation and real-time analytics in a single, user-friendly interface.
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