SEC Form 4/A · accession 0001104659-26-105168
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
Erik Carlson
Director
Period of report
Aug 24, 2026
Accepted (ET)
Sep 3, 2026 · 9:53 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,F3 | Aug 24, 2026 | A | 119,556 | — | A | 119,556 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitF5,F4 | — | Aug 24, 2026 | A | 33,227 | A | — | — | Common Stock, par value $0.001 per share | 33,227 | 33,227 | D |
| Restricted Share UnitF6,F4 | — | Aug 24, 2026 | A | 87,864 | A | — | — | Common Stock, par value $0.001 per share | 87,864 | 87,864 | D |
| Restricted Share UnitF7,F4 | — | Aug 24, 2026 | A | 184,221 | A | — | — | Common Stock, par value $0.001 per share | 184,221 | 184,221 | D |
| Restricted Share UnitF9,F8 | — | Aug 24, 2026 | A | 112,465 | A | — | — | Common Stock, par value $0.001 per share | 112,465 | 112,465 | D |
| Restricted Share UnitF10,F8 | — | Aug 24, 2026 | A | 184,221 | A | — | — | Common Stock, par value $0.001 per share | 184,221 | 184,221 | D |
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, par value $0.001, of the Issuer (after giving effect to the Share Consolidation), subject in each case to the proration provisions of the Merger Agreement.
- F10Represents restricted share units of the Issuer will vest, if at all, following the performance period ending December 31, 2028. The number set forth above is the target amount.
- 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).
- F3The Reporting Person elected to receive the Cash Consideration with respect to 144,040 shares of REMAX Common Stock, which was subject to proration as described in footnote 2.
- F4Pursuant to the Merger Agreement, each outstanding time-based restricted share unit of REMAX (other than a Specified RSU (as defined in the Merger Agreement)), whether vested or unvested, was canceled and extinguished, and the holders thereof were entitled to receive a number of restricted share units of the Issuer, rounded to the nearest whole share, equal to the product of (i) the number of shares of REMAX Common Stock subject to such Specified RSU, multiplied by (ii) 0.5150.
- F5Represents time-based restricted share units of the Issuer which vest on March 1, 2027.
- F6Represents time-based restricted share units of the Issuer which vest in two equal annual installments beginning on March 1, 2027.
- F7Represents time-based restricted share units of the Issuer which vest in three equal annual installments beginning on March 1, 2027.
- F8Pursuant to the Merger Agreement, each outstanding performance-based restricted share unit of REMAX (a "REMAX PSU") (other than a REMAX Specified PSU (as defined in the Merger Agreement)), whether vested or unvested, was cancelled and extinguished, and the holders thereof were entitled to receive a number of restricted share units of the Issuer, rounded to the nearest whole share, equal to the product of (i) the number of shares of REMAX Common Stock subject to such REMAX PSU (with such number of shares being based on the attainment of the applicable performance in accordance with the terms of the applicable award agreement), multiplied by (ii) 0.5150.
- F9Represents restricted share units of the Issuer will vest, if at all, following the performance period ending December 31, 2027. The number set forth above is the target amount.
Remarks
This amendment is being filed to amend the Form 4 filed on August 24, 2026, to (i) report restricted share units of the Issuer, initially reported on Table I, on Table II and (ii) correct the number of shares of common stock and restricted share units of the Issuer owned by the Reporting Person following the reported transactions in Columns 1 and 2 of Table I, which were reported as 98,031 and 770,844, respectively, due to a clerical error.