{
  "@context": "https://frontierpicks.com/schemas/dossier.v1.json",
  "ticker": "RMAX",
  "name": "Re/Max Holdings, Inc.",
  "url": "https://frontierpicks.com/dossiers/RMAX/",
  "json_url": "https://frontierpicks.com/dossiers/RMAX.json",
  "status": "DORMANT",
  "current_conviction": "MEDIUM",
  "graded_conviction": "MEDIUM",
  "archetype": {
    "code": "a5",
    "n": 5
  },
  "current_thesis": "Merger arb that finally got a date. DOJ granted HSR early termination 2026-07-13 and both special meetings are set for 2026-08-14, removing the regulatory leg. RMAX $11.10 vs ~$11.86 blended (5.150 REAX at $2.21 plus the prorated $13.80 cash pool) — roughly 7% over six weeks. The residual risk is unhedged REAX beta, not deal failure.",
  "invalidation_trigger": "A weekly close below $9.50 breaks the post-HSR arb floor and implies REAX back under $1.80 or fresh doubt on the vote. Secondary: either shareholder meeting on 2026-08-14 failing to approve, or the meetings being adjourned without a new date.",
  "catalyst_date": "2026-08-24",
  "outcome": "INVALIDATED",
  "outcome_date": "2026-07-29",
  "invalidation_fired": true,
  "themes": [
    "m-and-a-special-situations"
  ],
  "tags": [],
  "sources": [],
  "notes": [
    "RE/MAX Holdings is dual-class: NYSE-listed Class A plus founder-affiliated Class B voting shares, so approvals are reported as a share of voting power (78.8%), not of Class A shares.",
    "Consideration: each Class A share elects 5.150 New Wildlife shares or $13.80 cash, with cash capped at an $80M Available Maximum Aggregate Cash Amount and prorated when oversubscribed.",
    "At the effective time Real does a 10-for-1 consolidation; the 5.150 ratio restates to ~0.515 post-consolidation shares and RMAX Class A delists.",
    "Real REMAX Group shares are expected to trade on Nasdaq as REAX under new CUSIP 776105108 from the 2026-08-25 open.",
    "Break fees: RE/MAX owes $25M to walk, Real $31M, plus a $36M regulatory termination fee payable by Real.",
    "A deal break returns the shares toward the pre-announcement ~$6 area; the 52-week low is $5.46."
  ],
  "body_markdown": "\nns# RMAX — RE/MAX Holdings, Inc.\n\n## Current Thesis\nThe last named condition cleared. On **2026-08-21** RE/MAX filed an 8-K disclosing that the **Supreme Court of British Columbia issued the final order** approving the arrangement, and both parties said they expect to complete on **2026-08-24**. New York time on 2026-08-24**, and Real REMAX Group shares are expected to open on Nasdaq as **REAX under new CUSIP 776105108** on **2026-08-25.\n\nThe spread finished converging into that. RMAX closed **$13.62** on 2026-08-21; REAX closed **$2.64** the same session (down 4.00% on the day). At the fixed **5.150** exchange ratio the stock leg marks **$13.60**. There is no arb left to collect — the listed line is now a one-session proxy on REAX with a delisting attached.\n\nThe election also resolved. By the **5:00 p.m. ET 2026-08-18** deadline, holders of **18,488,134** Class A shares elected cash, which exceeded the **$80 million** Available Maximum Aggregate Cash Amount. Under proration, each cash-electing share is expected to receive approximately **$4.33 in cash plus approximately 0.3535** post-consolidation Real REMAX shares; everything else takes the stock election. Against a full stock election of ~0.515 post-consolidation shares, the two packages land close to one another at REAX's 2026-08-21 level — the cash kicker that once justified RMAX trading through its stock leg has been scaled back to a fraction of the $13.80 headline.\n\n## Bull Case\n- **Every condition the deal was tracking has been satisfied.** DOJ early termination of the HSR waiting period on **2026-07-13**; interim order **2026-07-06**; both securityholder votes **2026-08-14** (Real ~**99.0%** of votes cast; RE/MAX **78.8%** of voting power); final order **2026-08-21**.\n- **The closing date is now a filed expectation, not guidance.** The 2026-08-14 release said \"the next couple of weeks\"; the 2026-08-20 and 2026-08-21 releases both name **2026-08-24**, with the consolidation time and the first Nasdaq trading day (**2026-08-25**) specified.\n- **Proration is quantified rather than unknown.** The 2026-08-20 preliminary results give the cash-elect package as ~**$4.33** plus ~**0.3535** shares, removing the settlement uncertainty that sat in the price through mid-August.\n- **The acquirer's operating trend held into the close.** Real Q2 2026 (reported week of **2026-08-06**): revenue **+30% y/y to $700.6M**, adjusted EBITDA **+38%**. Pro forma the combination carries ~**$2.3B** of 2025 revenue and **$157M** adjusted EBITDA before synergies (2026-08-14 release).\n- REAX has run from **$1.68 (2026-06-07)** to **$2.64 (2026-08-21)**, and the stock leg has re-rated with it.\n\n## Bear Case\n- **Nothing left converges.** RMAX at $13.62 versus a $13.60 stock leg is parity. Remaining upside from here is entirely REAX's, and REAX fell 4.00% on 2026-08-21 alone.\n- **One session of unhedgeable acquirer beta.** Every **$0.10** on REAX moves the stock leg **$0.515**. REAX's 52-week range is **$1.55–$5.405**; it printed **$2.13 on 2026-08-08** and **$2.64 on 2026-08-21**.\n- **The cash election was scaled back hard.** 18,488,134 shares chased a **$80M** pool; the resulting ~$4.33 per cash-electing share is a small share of the **$13.80** cash election headline, and the definitive numbers can differ from the preliminary ones.\n- **Standalone economics did not improve.** RMAX Q2 2026 on **2026-08-06**: adjusted EPS **$0.32** versus **$0.39** consensus; revenue **$68.510M** versus **$72.700M** consensus. Both lines missed and the shares made new highs anyway because price tracked REAX and the ratio.\n- **The security terminates.** RMAX Class A delists at the effective time; holders wake up in a Nasdaq line that has just done a 10-for-1 consolidation and changed CUSIP.\n- **A break, at this price, is a long fall.** Pre-announcement trade was ~**$6**; the 52-week low is **$5.46**.\n\n## Setup & Price Structure\nThe narrative is **saturated**. The narrative — regulatory clearance, then votes, then court, then close — has been fully delivered and dated, and the discount that paid for holding it is gone. On **2026-07-15** the same structure carried a roughly 6.5% discount to the blended consideration; on **2026-08-21** the listed price sits within two cents of the stock leg.\n\nObservable crowding and extension, as of the 2026-08-21 close:\n- **RSI(14) at 86.9**, with the shares up **45.2%** over three months and **5.5%** below the **$14.41** 52-week high.\n- **2026-08-18**: Benzinga ran RMAX in a \"real estate stocks that may keep you up at night\" high-RSI momentum screen alongside CMCT and CLPR — retail-facing coverage arriving after the move, not before it.\n- **18,488,134 Class A shares elected cash** by 2026-08-18, a heavy tilt toward the certain leg from a holder base that has largely turned over to event money.\n- No earnings date ahead: Q2 was **2026-08-06** and there is no Q3 print for this security.\n\nThere is no technical structure worth naming here — the chart is the exchange ratio times REAX, and it stops on 2026-08-24.\n\n## Catalyst Calendar (next 30 days)\n\n- **~2026-08-25 to 2026-09-05 (est.)** — Form 25 delisting notice for RMAX Class A and index-provider deletion notices; mechanical flows around the effective date.\n\n## Elapsed catalysts\n\n- **2026-08-24** — Closing / effective time. ET; RMAX Class A ceases trading and converts. *(passed 2d ago)*\n- **~2026-08-24 (est.)** — Definitive election and proration results superseding the preliminary ~$4.33 cash / ~0.3535 shares per cash-electing share. *(passed 2d ago)*\n- **2026-08-25** — Real REMAX Group expected to begin trading on Nasdaq as **REAX** under CUSIP **776105108** at the open. *(passed 1d ago)*\n\n## What Would Change Our Mind\nThe structural break is timing, and it is now narrow: **2026-08-24** passing with no completion announcement and no replacement date would reopen a completion risk the market has priced at essentially zero, after the court has already signed. A second break is the definitive proration coming back materially different from the **~$4.33 / ~0.3535** preliminary split, which would reprice the cash leg at settlement for the 18,488,134 shares that elected it.\n\nOn price, a **daily close below $12.36** — the 2026-08-14 stock-leg mark at the 5.150 ratio when REAX was $2.40 — would mean REAX has given back the August move or that completion doubt has re-entered; below that, the pre-announcement ~$6 area and the **$5.46** 52-week low are the relevant references, not the deal terms.\n\nWhat would *not* change the read: another weak standalone RE/MAX datapoint. The 2026-08-06 miss on both lines moved nothing, because the ratio, not the franchisor's P&L, sets the price.\n\n## Correlation Notes\n- **REAX is the position.** At 5.150 pre-consolidation shares per RMAX share (~0.515 post), RMAX's daily return is REAX's daily return net of a residual cash-election component. The 2026-08-21 pairing — REAX $2.64, RMAX $13.62, stock leg $13.60 — leaves no cushion between them.\n- **Post-close, the exposure is a Nasdaq-listed brokerage roll-up**, not an NYSE franchisor: ~$2.3B pro forma 2025 revenue, 180,000+ agents in 120+ countries, with the operating sensitivity of transaction volumes and agent-count churn rather than franchise fees.\n- **The 2026-08-18 momentum screen grouping with CMCT and CLPR is a screen artifact.** RMAX's move came from an exchange ratio and a court date; those two are unrelated real-estate names caught by the same RSI filter.\n- **Rate-sensitivity re-enters after closing.** RMAX's price has been decoupled from mortgage-rate news since the April announcement; the surviving entity trades on residential transaction volumes with peers such as COMP, EXPI and ZG.",
  "first_seen": "2026-04-28",
  "last_analyzed": "2026-08-24T06:11:50+00:00",
  "last_synthesized": "2026-08-23",
  "last_update_source": "theme_discovery",
  "license": "Content © FrontierPicks. Cite the canonical URL."
}