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The Real Brokerage Inc. reports that the U.S. Department of Justice granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act on July 13, 2026, for its previously announced business combination with RE/MAX Holdings, Inc. This satisfies one key regulatory condition to closing under the Arrangement Agreement and Plan of Merger among Real, RE/MAX Holdings and several subsidiaries.
The proposed transaction remains subject to other customary closing conditions in the Merger Agreement, including receipt of approvals from the securityholders of Real and the stockholders of RE/MAX Holdings. A Registration Statement on Form S-4 (File No. 333-296768) was declared effective on July 9, 2026, and the related management information circular and proxy statement/prospectus are being mailed to investors to seek approval of the transaction and related matters.
The Real Brokerage Inc. is moving forward with its acquisition of RE/MAX Holdings, Inc. through a complex cross‑border reorganization that will form Real REMAX Group Inc. as the new holding company. Real will complete a 10‑for‑1 share consolidation, after which Real shareholders will receive one share of New Wildlife (to be renamed Real REMAX Group Inc.) for each consolidated Real common share.
RE/MAX Class A stockholders may elect to receive either 5.150 shares of New Wildlife common stock (to be adjusted for the share consolidation) or $13.80 in cash per share, subject to a total cash pool between $60 million and $80 million. Assuming the maximum $80 million cash consideration, former Real shareholders are expected to own about 60% of the combined company and former RE/MAX stockholders about 40% on a fully exchanged, diluted basis.
Special meetings of Real securityholders and RE/MAX stockholders are scheduled for August 14, 2026 to approve the required resolutions. Following closing, Real and RE/MAX shares will be delisted in the U.S., and New Wildlife common stock is expected to trade on Nasdaq under the symbol “REAX.”
The Real Brokerage Inc. reported the results of its annual general meeting of shareholders held on May 29, 2026. Shareholders representing 142,442,111 common shares, or 66.72% of the outstanding shares as of the record date, were present or represented by proxy.
Shareholders approved setting the board size at nine directors, with 99.53% of votes cast in favor. All nine director nominees listed in the management information circular were elected, each receiving over 94% support, with most above 98% of votes cast in favor.
Brightman Almagor Zohar & Co., Certified Public Accountants (a firm in the Deloitte Global Network), was re-appointed as the Company’s auditors. The auditor re-appointment received 142,048,639 votes for, representing 99.72% of votes cast, with 0.28% of votes withheld.
Real Brokerage Inc Schedule 13G/A amendment states that Portolan Capital Management, LLC beneficially owns 14,519,848 shares of Common Shares (CUSIP 75585H206), representing 6.80% of the class as reported on the cover page. The filing attributes the holdings to Portolan and indirectly to George McCabe, Manager of Portolan. The reporting persons list sole voting and dispositive power over the same 14,519,848 shares. The cover shows an effective/reporting date of 03/31/2026 and the signature is dated 05/15/2026.
The Real Brokerage Inc. reported strong top-line growth for the three months ended March 31, 2026, while remaining modestly unprofitable. Revenue rose to $465.6M from $354.0M, driven by more productive agents and higher closed transaction volume across its North American brokerage, title, mortgage and wallet operations.
Gross profit increased to $42.2M, but a thin gross margin of 9.1% and operating expenses of $45.6M led to an operating loss of $3.4M and a net loss attributable to owners of $3.4M, or $0.02 per share. Adjusted EBITDA improved to $14.9M, reflecting operating leverage and higher stock-based compensation add-backs.
The company ended the quarter with $62.9M in cash, cash equivalents and investments and no debt, and its agent base grew to 33,510. After quarter-end, Real signed a definitive agreement to acquire RE/MAX Holdings, Inc., planning to form a new holding company called Real REMAX Group, subject to the transaction’s completion.
The Real Brokerage Inc. is entering a transformational merger with RE/MAX Holdings to create a new holding company, Real REMAX Group. RE/MAX shareholders can elect to receive either 5.150 shares of Real REMAX Group stock or $13.80 in cash per RE/MAX Class A share, with total cash between $60 million and $80 million. Real shareholders will receive one Real REMAX Group share for each Real share after a 10‑for‑1 share consolidation.
The combined business is described as having approximately $2.3 billion of 2025 pro forma revenue and $157 million of adjusted EBITDA, with an $880 million enterprise value ascribed to RE/MAX. Real has a $550 million committed bridge facility to refinance RE/MAX debt and fund cash consideration, and targets about $30 million of annual cost synergies and higher blended EBITDA margins. The deal requires multiple shareholder and regulatory approvals, includes sizable termination and regulatory break fees, and would result in Real shareholders owning about 59% and RE/MAX shareholders about 41% of Real REMAX Group.
The Real Brokerage Inc. is acquiring RE/MAX Holdings to form Real REMAX Group, creating a large technology-enabled global real estate platform. The deal implies an approximately $880 million enterprise value for RE/MAX, based on a fully synergized 7x 2025 EBITDA multiple.
On a pro forma basis, the combined company would have generated about $2.3 billion of 2025 revenue and $157 million of Adjusted EBITDA, before synergies. RE/MAX shareholders can elect $13.80 per share in cash or 5.152 shares of the new holding company, subject to a total cash pool of $60–$80 million.
Real shareholders will receive one Real REMAX Group share for each Real share and are expected to own roughly 59% of the combined company, with RE/MAX shareholders owning about 41% on a fully diluted basis. Real has secured a $550 million financing commitment to refinance RE/MAX debt and fund cash consideration, and the transaction is targeted to close in the second half of 2026, subject to shareholder, court and regulatory approvals.
The Real Brokerage Inc. has distributed its management information circular and related materials for the 2026 Annual General Meeting of Shareholders and furnished them on Form 6-K, with key exhibits incorporated by reference into existing F-3 and S-8 registration statements.
The virtual AGM will be held on May 29, 2026 at 9:00 a.m. ET, with an April 2, 2026 record date and 213,498,199 common shares entitled to vote. Shareholders will be asked to fix the Board size at nine directors, elect the full slate of nominees, and re-appoint Brightman Almagor Zohar & Co. as auditor.
The circular details governance practices, committee composition, director independence, and compensation philosophy. It discloses principal shareholdings, including Magma Venture Capital IV Management LP with about 24.5 million shares (11.5%), as well as 2025 base salaries and cash bonuses for named executive officers.
The Real Brokerage Inc. reported strong growth for Q4 and full-year 2025, with revenue reaching $505.1 million in the quarter and $2.0 billion for the year, up 44% and 56% from 2024. Gross profit rose to $39.0 million in Q4 and $165.7 million for the year, while net loss attributable to owners narrowed to $4.2 million in Q4 and $8.1 million for 2025, improving from $6.6 million and $26.5 million. Adjusted EBITDA increased to $14.2 million in Q4 and $62.9 million for the year. The agent base grew 31% to 31,739, with 185,314 transactions and $75.3 billion of completed real estate volume in 2025. The company generated $65.9 million of operating cash flow, ended 2025 with $49.9 million of unrestricted cash and no debt, and repurchased 9 million shares for $39.4 million. Real also expanded ancillary businesses, including title, mortgage and Real Wallet, and entered a $750,000 settlement agreement to resolve the Cwynar class action, subject to court approval.