Roger J. Dow, a director of RE/MAX Holdings, Inc. (NYSE:RMAX), filed a Form 4 on August 24, 2026, reporting the disposition of 66,346 shares of Class A Common Stock in connection with the completion of a merger with The Real Brokerage Inc., leaving him with zero shares of RE/MAX directly held.

Key Highlights

  • Transaction date: August 24, 2026, the effective date of the merger closing.
  • Shares disposed: 66,346 shares of Class A Common Stock (transaction code D) were reported as disposed of by director Roger J. Dow.
  • Post-transaction ownership: Dow's directly held beneficial ownership of RE/MAX Class A Common Stock fell to 0 shares following the transaction.
  • Merger parties: According to the filing, Merger Sub I merged with and into RE/MAX Holdings, Inc. (the First Merger), with RE/MAX surviving as a wholly owned subsidiary of Rome Wildlife, Inc. ("New Wildlife"); RE/MAX then merged with and into Merger Sub II (the Second Merger).
  • Cash or stock consideration: Each share of RE/MAX Class A Common Stock was convertible into either $13.80 in cash or 0.5150 shares of New Wildlife common stock, at the stockholder's election, according to the filing.
  • RSU treatment: The filing states that each RSU held by Dow immediately prior to the effective time was converted into the right to receive New Wildlife common stock based on the Stock Election Exchange Ratio, together with any accrued but unpaid dividend equivalents in cash, subject to applicable withholding.

RE/MAX Director Dow Discloses Full Share Disposition Following Merger With The Real Brokerage Inc.

According to the Form 4 filed with the SEC, the disposition reported by Roger J. Dow reflects the completion of a multi-step merger transaction. The filing explains that on August 24, 2026, pursuant to an Agreement and Plan of Merger dated April 26, 2026, Wildlife Acquisition I Corp. ("Merger Sub I") merged with and into RE/MAX Holdings, Inc. in a First Merger, with RE/MAX surviving as a wholly owned subsidiary of New Wildlife. RE/MAX then merged with and into Wildlife Acquisition II LLC ("Merger Sub II") in a Second Merger, with Merger Sub II surviving as a wholly owned subsidiary of New Wildlife.

The filing indicates that the 66,346 shares reported as disposed of by Dow included restricted stock units granted under the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan. Per the filing, each RSU held immediately prior to the effective time of the First Merger, "whether or not vested, was converted into the right to receive a number of shares of New Wildlife common stock based on the Stock Election Exchange Ratio," along with any accrued but unpaid dividend equivalents in cash, subject to applicable withholding.

For holders of RE/MAX Class A Common Stock, the filing states that each share issued and outstanding immediately prior to the effective time was converted into the right to receive, "without interest and at the Reporting Person's election, either (i) an amount in cash equal to $13.80 or (ii) 0.5150 shares of New Wildlife common stock." The Form 4 was signed by Mark Rohr as Attorney-in-Fact for Dow on August 24, 2026.

What Was Disclosed

Roger J. Dow, a director of RE/MAX Holdings, Inc. (NYSE:RMAX), disclosed the disposition of 66,346 shares of Class A Common Stock on August 24, 2026, resulting in zero directly held shares, in connection with the closing of RE/MAX's merger with The Real Brokerage Inc. via Rome Wildlife, Inc.