{"filing":{"accession_number":"0001104659-26-100331","cik":"0001581091","ticker":"RMAX","company_name":"RE/MAX Holdings, Inc.","form":"8-K","filing_date":"2026-08-24","report_date":"2026-08-24","primary_document":"tm2623567d10_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1581091/000110465926100331/tm2623567d10_8k.htm"},"events":[{"id":29221,"run_id":26735,"accession_number":"0001104659-26-100331","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"RE/MAX Holdings completed a two-step merger transaction with Real REMAX Group, in which all outstanding Class A common stock was converted into cash (~$4.33/share) plus Real REMAX Group common stock (~0.3535 shares) or stock-only consideration (0.5150 shares), resulting in a change of control and removal from NYSE listing. The transaction involved the conversion of approximately 30.2 million shares, ~$80 million in aggregate cash consideration, and treatment of equity awards (RSUs, PSUs, and options), with all outstanding security holder rights automatically converted into merger consideration at the effective time.","company_name":"RE/MAX Holdings, Inc.","ticker":"RMAX","filing_date":"2026-08-24","form":"8-K","submitted_at":null,"items":[{"id":31414,"accession_number":"0001104659-26-100331","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 1.02 discloses termination of material definitive agreements in connection with a \"Closing Date\" and \"first merger between RIHI, Inc. and a subsidiary of the Company.\" The repayment in full of all outstanding amounts under the Second Amended and Restated Credit Agreement and termination of the Tax Receivable Agreement are ancillary to the merger transaction referenced in Item 2.01, making this a material acquisition or change-of-control event. The language \"At the effective time of the first merger\" and the incorporation of Item 2.01 by reference confirm this is part of an M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31415,"accession_number":"0001104659-26-100331","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which RE/MAX Holdings' Class A common stock was converted into either cash (~$4.33/share) plus Real REMAX Group Common Stock (~0.3535 shares) or stock-only consideration (0.5150 shares of Real REMAX Group Common Stock). The filing describes the \"First Merger Effective Time\" at 4:25 p.m. Eastern Time on the Closing Date, with approximately 30.2 million shares of Company Class A Common Stock converted and ~$80 million in aggregate cash paid, along with treatment of RSUs, PSUs, and options. This is a material acquisition/change of control transaction requiring Item 2.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31416,"accession_number":"0001104659-26-100331","item_number":"3.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"While Item 3.01 nominally addresses delisting, the substance of this disclosure is the consummation of a merger that resulted in conversion of all outstanding shares into merger consideration and the company's removal from NYSE listing. The filing explicitly references Item 2.01 (which covers M\u0026A activity) and describes the \"Mergers\" as the triggering event for delisting. This is a completed change-of-control transaction, not a standalone delisting risk or failure to meet listing standards.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31417,"accession_number":"0001104659-26-100331","item_number":"3.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Although filed under Item 3.02 (Unregistered Sales of Equity Securities), the disclosure centers on the consummation of the RIHI Mergers and the conversion of RIHI common stock into RE/MAX Class A Common Stock as merger consideration. The unregistered issuance is incidental to the merger transaction itself. The reference to the RIHI Merger Agreement and the conversion mechanics indicate this is a material acquisition/merger completion event, which is the primary economic substance of the disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31418,"accession_number":"0001104659-26-100331","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the material modification of security holder rights resulting from the consummation of a merger. The prose explicitly states that at the \"First Merger Effective Time,\" all outstanding Company Common Stock was automatically converted into merger consideration and stockholders ceased to have any rights except to receive that consideration. This is the core disclosure of a completed merger transaction, which is a material acquisition/change of control event. The reference to the Merger Agreement and incorporation of Items 2.01 and 5.01 (which typically cover M\u0026A activity) further confirms this is the material event being disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31419,"accession_number":"0001104659-26-100331","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses the consummation of the \"Second Merger\" resulting in a change of control of RE/MAX Holdings. The Company merged with and into Merger Sub II, which survived as a wholly owned subsidiary of Real REMAX Group. This is a completed merger and change of control transaction — a material acquisition/disposition event under Item 5.01 and the ma_activity taxonomy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31420,"accession_number":"0001104659-26-100331","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Although Item 5.02 discloses director and officer resignations, the prose explicitly states these resignations occurred \"in connection with the Mergers\" and references incorporation by reference to Item 2.01 (which covers M\u0026A activity). The resignations are incidental to a material acquisition or change-of-control transaction, making the underlying M\u0026A event the principal disclosure. The wholesale board and officer turnover signals a merger completion rather than a standalone governance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31421,"accession_number":"0001104659-26-100331","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 5.03 discloses amendments to the Company's certificate of incorporation and bylaws \"by operation of law and in accordance with the Merger Agreement\" as of the \"First Merger Effective Time\" and \"Second Merger Effective Time.\" The filing explicitly incorporates Item 2.01 (which covers material acquisitions and mergers), indicating this is a two-step merger transaction resulting in a change of control. The automatic amendment of governing documents upon merger completion is a hallmark of M\u0026A activity, not routine governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":31414,"accession_number":"0001104659-26-100331","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 1.02 discloses termination of material definitive agreements in connection with a \"Closing Date\" and \"first merger between RIHI, Inc. and a subsidiary of the Company.\" The repayment in full of all outstanding amounts under the Second Amended and Restated Credit Agreement and termination of the Tax Receivable Agreement are ancillary to the merger transaction referenced in Item 2.01, making this a material acquisition or change-of-control event. The language \"At the effective time of the first merger\" and the incorporation of Item 2.01 by reference confirm this is part of an M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"RE/MAX Holdings, Inc.","ticker":"RMAX","filing_date":"2026-08-24"},{"id":31415,"accession_number":"0001104659-26-100331","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which RE/MAX Holdings' Class A common stock was converted into either cash (~$4.33/share) plus Real REMAX Group Common Stock (~0.3535 shares) or stock-only consideration (0.5150 shares of Real REMAX Group Common Stock). The filing describes the \"First Merger Effective Time\" at 4:25 p.m. Eastern Time on the Closing Date, with approximately 30.2 million shares of Company Class A Common Stock converted and ~$80 million in aggregate cash paid, along with treatment of RSUs, PSUs, and options. This is a material acquisition/change of control transaction requiring Item 2.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"RE/MAX Holdings, Inc.","ticker":"RMAX","filing_date":"2026-08-24"},{"id":31416,"accession_number":"0001104659-26-100331","item_number":"3.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"While Item 3.01 nominally addresses delisting, the substance of this disclosure is the consummation of a merger that resulted in conversion of all outstanding shares into merger consideration and the company's removal from NYSE listing. The filing explicitly references Item 2.01 (which covers M\u0026A activity) and describes the \"Mergers\" as the triggering event for delisting. This is a completed change-of-control transaction, not a standalone delisting risk or failure to meet listing standards.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"RE/MAX Holdings, Inc.","ticker":"RMAX","filing_date":"2026-08-24"},{"id":31417,"accession_number":"0001104659-26-100331","item_number":"3.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Although filed under Item 3.02 (Unregistered Sales of Equity Securities), the disclosure centers on the consummation of the RIHI Mergers and the conversion of RIHI common stock into RE/MAX Class A Common Stock as merger consideration. The unregistered issuance is incidental to the merger transaction itself. The reference to the RIHI Merger Agreement and the conversion mechanics indicate this is a material acquisition/merger completion event, which is the primary economic substance of the disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"RE/MAX Holdings, Inc.","ticker":"RMAX","filing_date":"2026-08-24"},{"id":31418,"accession_number":"0001104659-26-100331","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the material modification of security holder rights resulting from the consummation of a merger. The prose explicitly states that at the \"First Merger Effective Time,\" all outstanding Company Common Stock was automatically converted into merger consideration and stockholders ceased to have any rights except to receive that consideration. This is the core disclosure of a completed merger transaction, which is a material acquisition/change of control event. The reference to the Merger Agreement and incorporation of Items 2.01 and 5.01 (which typically cover M\u0026A activity) further confirms this is the material event being disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"RE/MAX Holdings, Inc.","ticker":"RMAX","filing_date":"2026-08-24"},{"id":31419,"accession_number":"0001104659-26-100331","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses the consummation of the \"Second Merger\" resulting in a change of control of RE/MAX Holdings. The Company merged with and into Merger Sub II, which survived as a wholly owned subsidiary of Real REMAX Group. This is a completed merger and change of control transaction — a material acquisition/disposition event under Item 5.01 and the ma_activity taxonomy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"RE/MAX Holdings, Inc.","ticker":"RMAX","filing_date":"2026-08-24"},{"id":31420,"accession_number":"0001104659-26-100331","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Although Item 5.02 discloses director and officer resignations, the prose explicitly states these resignations occurred \"in connection with the Mergers\" and references incorporation by reference to Item 2.01 (which covers M\u0026A activity). The resignations are incidental to a material acquisition or change-of-control transaction, making the underlying M\u0026A event the principal disclosure. The wholesale board and officer turnover signals a merger completion rather than a standalone governance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"RE/MAX Holdings, Inc.","ticker":"RMAX","filing_date":"2026-08-24"},{"id":31421,"accession_number":"0001104659-26-100331","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 5.03 discloses amendments to the Company's certificate of incorporation and bylaws \"by operation of law and in accordance with the Merger Agreement\" as of the \"First Merger Effective Time\" and \"Second Merger Effective Time.\" The filing explicitly incorporates Item 2.01 (which covers material acquisitions and mergers), indicating this is a two-step merger transaction resulting in a change of control. The automatic amendment of governing documents upon merger completion is a hallmark of M\u0026A activity, not routine governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-24T20:47:00.985345+00:00","company_name":"RE/MAX Holdings, Inc.","ticker":"RMAX","filing_date":"2026-08-24"}]}