{
  "@context": "https://orbyd.app/schemas/dossier.v1.json",
  "ticker": "RMAX",
  "name": "Re/Max Holdings, Inc.",
  "url": "https://orbyd.app/dossiers/RMAX/",
  "json_url": "https://orbyd.app/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": "2026-08-14",
  "outcome": "INVALIDATED",
  "outcome_date": "2026-07-29",
  "invalidation_fired": true,
  "themes": [
    "m-and-a-special-situations",
    "housing-homebuilders-proptech"
  ],
  "tags": [],
  "sources": [],
  "notes": [
    "Consideration: election of 5.150 New Wildlife shares OR $13.80 cash per RMAX Class A share, cash prorated to an aggregate $60-80M. With a ~$376M Class A cap, roughly 16-21% of the equity clears in cash.",
    "MILESTONE 2026-07-13: DOJ granted early termination of the HSR waiting period. The antitrust leg is closed. DEFM14A filed mid-July, so the S-4 is effective.",
    "Special meetings BOTH 2026-08-14. Proxy deadline 10:00am ET 2026-08-12. Record dates: REAX 2026-06-29, RMAX 2026-07-06.",
    "Q2 earnings 2026-08-04 (RMAX) and 2026-08-06 (REAX call). The RMAX print is close to irrelevant to the arb; the REAX print is not, because it moves the stock leg 5.15:1.",
    "Still outstanding after the vote: British Columbia court orders and the 10-for-1 Real share consolidation (which restates the ratio to ~0.515 post-consolidation shares).",
    "Break fees: RMAX owes $25M, REAX owes $31M, plus a $36M regulatory termination fee from REAX.",
    "Theme-discovery has repeatedly misfiled this name (oil-crash-rate-relief-cyclicals, consumer-defensive). Override to M&A/special-sits.",
    "Downside on a break is roughly 45% to the pre-deal ~$6 area / $5.46 52-week low. That asymmetry is the reason this sizes small even with the spread open."
  ],
  "body_markdown": "## Current Thesis\nFor eleven weeks RMAX was an arb with no spread and no date. Both of those changed in July. The DOJ granted **early termination of the HSR waiting period on 2026-07-13**, closing the antitrust leg outright, and the **DEFM14A** landed with hard dates: special meetings for **both** RE/MAX stockholders and Real securityholders on **2026-08-14**, proxy deadline **10:00am ET 2026-08-12**, record dates **2026-06-29 (REAX)** and **2026-07-06 (RMAX)**.\n\nThe consideration is unchanged — each RMAX Class A share elects **5.150 New Wildlife shares** or **$13.80 cash**, with cash prorated to an aggregate **$60–80M**. Against a **$376M** Class A market cap, roughly 16–21% of the equity clears in cash. With REAX at **$2.21 (2026-07-15, +10.5% on the day)** the stock leg marks **5.150 × $2.21 = $11.38**, and the blended value with the cash pool sits near **$11.86**. RMAX closed **$11.10**, a ~6.5% discount that collapses inside six weeks if the vote passes.\n\nThat is the cleanest this situation has looked since April. It is also a leveraged REAX position wearing arb clothing: every $0.10 on REAX is $0.52 on the blended mark, and nothing about owning RMAX hedges that. The spread is compensation for acquirer beta, and only secondarily for completion risk.\n\n## Bull Case\n- **Regulatory risk is gone, not reduced.** DOJ early termination on **2026-07-13** is the strongest form of HSR clearance — the agency affirmatively ended the wait rather than letting it lapse. The condition most capable of killing a $880M EV brokerage rollup no longer exists.\n- **A dated binary replaces an open-ended \"H2 2026\" guide.** Meetings on **2026-08-14** for both sides, materials mailed, proxies due **2026-08-12**. Arb capital prices dated deals differently from undated ones, which is a large part of why RMAX ran from ~$9.5 in late June to **$11.10** and a 52-week high of **$11.81**.\n- **REAX has been repairing.** From **$1.68 (2026-06-07)** to **$2.21 (2026-07-15)**, +32%, with 6 covering analysts at Strong Buy and a consensus target of **$3.73 (range $1.48–$5.68, 2026-07-16)**. REAX back to its **$2.68** signing level marks RMAX blended near **$14.20**.\n- **The underlying housing tape stopped deteriorating.** RE/MAX's own National Housing Report (**2026-07-15**) showed June closed sales **+8.9% m/m and +7.8% y/y** across 47 metros with a median at **$460,000**, versus May's **-0.5% y/y**. First positive annual print of the cycle.\n- **Break fees create friction:** RMAX owes **$25M** to walk, REAX **$31M** plus a **$36M** regulatory termination fee.\n\n## Bear Case\n- **The remaining risk is the risk that cannot be hedged in this instrument.** ~80% of consideration is REAX stock. REAX trades at $2.21 against a 52-week range of **$1.55–$5.41**; a retrace to the June low marks RMAX blended near **$9.15**, roughly 18% below spot, with the deal fully intact.\n- **REAX holders must approve dilution with their own stock down ~18% from signing.** The $13.80 headline was struck against REAX's **$2.68 close on 2026-04-24**. Acquirer-side vote fatigue is the live tail, and it sits on the same date as the RMAX vote.\n- **Downside on a break is ~45%**, back toward the pre-deal **~$6** area and the **$5.46** 52-week low. A 6.5% spread against a 45% break gap is a bet on completion probability well above 90% — defensible post-HSR, but it leaves no cushion for being wrong.\n- **Two mechanical conditions survive the vote:** British Columbia court orders and a **10-for-1 Real share consolidation** that restates the ratio to ~0.515 post-consolidation shares. Neither is likely to fail; both can slip the close.\n- **Nothing underneath supports $11.10 standalone.** Q1 2026 (**2026-05-08**) printed revenue of **$70.2M** and a GAAP net loss of **$(9.7)M**; TTM revenue is **$287.4M** on trailing EPS of **$0.02**. Absent the deal this is a $6 stock.\n\n## Setup & Price Structure\n- **$11.10 close, $11.27 aftermarket**, 52-week range **$5.46–$11.81**, YTD **+46.3%**. The stock is within 6% of its high, which for an arb means the discount has compressed, not that momentum is extending.\n- Price action is derivative: **-4.3% to $10.58 on 2026-07-10**, then a recovery tracking REAX's **+10.5% on 2026-07-15**. Intraday RMAX prints follow REAX rather than its own order flow, and it has done so since April.\n- The relevant structural level is not a moving average, it is **~$11.38** — the stock-leg mark at REAX $2.21. RMAX trading persistently below it measures arb-desk skepticism; trading above it measures cash-election demand.\n- **$9.50** is the level where the arb narrative breaks: it implies REAX back under **$1.80** or the market handicapping the August vote as genuinely contested.\n- Theme state: **ACCELERATING** within M&A/special-situations, on the specific and time-boxed basis of the HSR clearance and the vote date. This expires on **2026-08-14**. It is not an accelerating narrative in the sense this playbook usually means — there is no story that gets bigger, only a discount that closes.\n\n## Catalyst Calendar (next 30 days)\n\n- **2026-08-12, 10:00am ET** — proxy voting deadline for both meetings.\n- **2026-08-14** — special meetings, RMAX stockholders and REAX securityholders. The binary.\n- **~2026-08-17 onward (est.)** — BC court orders, 10-for-1 Real consolidation, then closing. Guided H2 2026; nothing after the vote requires a counterparty decision.\n- **~2026-08-18 (est.)** — RE/MAX July National Housing Report, on the mid-month cadence of the 2026-06-17 and 2026-07-15 releases.\n\n## Elapsed catalysts\n\n- **2026-08-04** — RMAX Q2 2026 earnings. Largely academic to the arb; a large miss would matter only if it gave REAX holders a reason to vote no. *(passed 5d ago)*\n- **2026-08-06** — REAX Q2 2026 earnings call. This one moves the stock leg 5.15:1 and is the higher-variance print of the two. *(passed 3d ago)*\n\n## What Would Change Our Mind\n- A **weekly close below $9.50** — the post-HSR floor fails, and either REAX has broken back under $1.80 or the vote is being handicapped as contested.\n- **Either meeting on 2026-08-14 failing**, or being adjourned without a new date. Adjournment for vote-gathering is normal; adjournment without a date is the tell that the acquirer side is short.\n- **REAX losing $1.55**, the 52-week low. That marks the stock leg at $7.98 and puts blended value below the pre-deal price, at which point RMAX holders are structurally better off with a break.\n- On the upside: **REAX reclaiming $2.68** with the vote passed marks blended value near $14.20 and converts what is currently a six-week discount into a position in the combined 180,000-agent entity at ~$2.3B pro forma revenue and ~$157M adjusted EBITDA, with ~$30M of targeted cost synergies.\n- Spread **widening back above 12%** without a news reason would be the signal to look harder rather than to buy — arb desks see the S-4 risk factors first.\n\n## Correlation Notes\n- **REAX is not a correlation, it is the underlying.** RMAX's beta to REAX is ~0.85 realized and 1.0 by construction on the stock leg. Any position sizing that treats RMAX and REAX as two names is double-counting the same exposure.\n- Second-order sensitivity to residential-brokerage comps — **COMP, EXPI, HOUS, ZG** — via the read-through on agent-count trends and commission splits, which is what REAX holders will be voting on.\n- Rate-sensitive housing complex (**homebuilders, mortgage originators**) is a weak driver here. The June sales acceleration helps sentiment on the combined entity; it does not move the arb math.\n- Effectively zero correlation to the broad tape between now and 2026-08-14, and total correlation to it if the deal breaks. That regime switch is the whole risk profile.",
  "first_seen": "2026-04-28",
  "last_analyzed": "2026-07-19T11:27:38+00:00",
  "last_synthesized": "2026-07-19",
  "last_update_source": "watchlist_research",
  "license": "Content © orbyd. Cite the canonical URL."
}