SEC Form 4/A · accession 0001104659-26-105167
Real REMAX Group Inc. · REAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
C Cathleen Raffaeli
Director
Period of report
Aug 24, 2026
Accepted (ET)
Sep 3, 2026 · 9:52 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,F3 | Aug 24, 2026 | A | 9,082 | — | A | 9,082 | D | |
| Common Stock, par value $0.001 per shareF2 | Aug 24, 2026 | A | 5,348 | — | A | 14,430 | 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 or (ii) 0.5150 shares of common stock, par value $0.001, of the Issuer (the "Stock Consideration") (after giving effect to the Share Consolidation), subject in each case to the proration provisions of the Merger Agreement.
- F2Pursuant 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.
- F3The Reporting Person received the Stock Consideration (after giving effect to the Share Consolidation).
Remarks
This amendment is being filed to amend the Form 4 filed on August 24, 2026, to (i) delete footnotes 2 and 4, which were not applicable to the reported transaction, and (ii) correct the number of shares of common stock of the Issuer owned by the Reporting Person following the reported transaction in Columns 1 and 2 of Table I, which were reported as 4,508 and 30,842, respectively, due to a clerical error.