Short answer
RE/MAX Holdings, Inc. (RMAX) filed an 8-K current report with the SEC on August 24, 2026 reporting Item 1.02 (Termination of a Material Definitive Agreement), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 3.01 (Notice of Delisting), Item 3.02 (Unregistered Sales of Equity Securities), Item 3.03 (Material Modification to Rights of Security Holders), Item 5.01 (Changes in Control of Registrant), Item 5.02 (Departure/Election of Directors or Officers), Item 5.03 (Amendments to Articles of Incorporation or Bylaws). Merger completed in two legal steps, creating the surviving company under the Merger Agreement.
- This filing includes Item 3.01, an item that often signal trouble.
RE/MAX Holdings, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 2.01 · Completion of Acquisition or Disposition of Assets
- Merger completed in two legal steps, creating the surviving company under the Merger Agreement
- Company charter and bylaws replaced with Merger Sub I’s governing documents at the First Merger Effective Time
- Surviving entity adopted Merger Sub II’s certificate of formation and operating agreement upon the Second Merger
- Indemnification and exculpation protections preserved for the First Step Surviving Company under the merger terms
Item 3.02 · Unregistered Sales of Equity Securities
- RIHI shareholders received unregistered RE/MAX Class A shares in connection with the RIHI mergers
- Issuance relied on Securities Act Section 4(a)(2), avoiding public registration requirements
- Each issued Class A share converted into the right to receive merger consideration
- Share conversion tied to RIHI’s RMCO, LLC OpCo Common Units and RIHI shares outstanding
Item 3.03 · Material Modification to Rights of Security Holders
- RE/MAX common shares converted into merger consideration at the First Merger Effective Time
- Former shareholders lost voting and other equity rights, retaining only the right to receive merger consideration
- Dissenting and cancelled shares excluded from the automatic conversion terms
Item 5.01 · Changes in Control of Registrant
- Change in control completed through merger with Merger Sub II
- RE/MAX Holdings ceased to exist as a separate entity
- Merger Sub II survives as a wholly owned subsidiary of Real REMAX Group
- Investors should assess transaction consideration, ownership rollover, and post-merger governance in accompanying exhibits
Item 5.02 · Departure/Election of Directors or Officers
- Item 5.02 begins, but the provided text is incomplete
- Review the full filing for director or officer changes and compensation details
Other items in this filing:
- Item 1.02: Termination of a Material Definitive Agreement
- Item 3.01: Notice of Delisting
- Item 5.03: Amendments to Articles of Incorporation or Bylaws
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other RE/MAX Holdings, Inc. 8-K filings
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