SEC Form 4 · accession 0001104659-26-100425
Real REMAX Group Inc. · REAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
C Cathleen Raffaeli
Director
Period of report
Aug 24, 2026
Accepted (ET)
Aug 24, 2026 · 6:39 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002136387
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2,F4 | Aug 24, 2026 | A | 4,508 | — | A | 4,508 | D | |
| Common Stock, par value $0.001 per shareF3 | Aug 24, 2026 | A | 30,842 | — | A | 35,350 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Arrangement Agreement and Plan of Merger, dated as of April 26, 2026 (as amended, the "Merger Agreement"), by and among the Issuer, The Real Brokerage Inc. ("Real"), RE/MAX Holdings, Inc. ("REMAX") and certain subsidiaries of the Issuer, on August 24, 2026, the Issuer acquired all of the issued and outstanding shares of Real and REMAX. Pursuant to the Merger Agreement, each issued and outstanding common shares of Real was consolidated on a 10-for-1 basis (the "Share Consolidation") and converted into the right to receive one share of common stock of the Issuer, and each issued and outstanding share of common stock of REMAX ("REMAX Common Stock") was converted into the right to receive either (i) $13.80 in cash (the "Cash Consideration") or (ii) 0.5150 shares of common stock of the Issuer (after giving effect to the Share Consolidation), subject in each case to the proration provisions of the Merger Agreement.
- F2Due to the proration provisions of the Merger Agreement, each share of REMAX Common Stock that elected the Cash Consideration received a combination of (a) $4.33 in cash and (b) 0.3535 shares of common stock of the Issuer (after giving effect to the Share Consolidation).
- F3Pursuant to the Merger Agreement, each Specified RSU (as defined in the Merger Agreement), whether vested or unvested, was canceled and extinguished, and the holders thereof were entitled to receive (subject to any applicable withholding) a number of shares of common stock of the Issuer, rounded to the nearest whole share, equal to (x) the product of (i) the number of shares of REMAX Common Stock subject to such Specified RSU, multiplied by (ii) 0.5150, and (y) an amount in cash equal to any accrued but unpaid dividend equivalents with respect to such Specified RSU.
- F4The Reporting Person elected to receive the Cash Consideration, which was subject to proration as described in footnote 2.