STOCK TITAN

Real REMAX CTO reports 232,577-share stake

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Real REMAX Group Inc. (REAX) reports the initial beneficial ownership of Chief Technology Officer Damani Pritesh following the August 24, 2026 merger in which the company acquired The Real Brokerage Inc. and RE/MAX Holdings, Inc. Pritesh directly holds equity-based interests equivalent to 232,577 shares of common stock and several option grants exchanged into options over Real REMAX Group common stock under the merger terms.

His direct equity includes 74,371 common shares and restricted share units representing a right to receive 158,206 additional shares, subject to vesting. He also holds fully vested options over 51,072 shares at an exercise price of $8.74 expiring January 8, 2031, and multiple option grants at an exercise price of $12.50 per share expiring March 23, 2033, with vesting in scheduled tranches beginning in 2026.

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Insider Damani Pritesh
Role Chief Technology Officer
Type Security Shares Price Value
holding Stock Options F4, F1, F7 -- -- --
holding Stock Options F4, F1, F7 -- -- --
holding Stock Options F5, F1, F7 -- -- --
holding Stock Options F6, F1, F7 -- -- --
holding Common Stock, par value $0.001 per share F1, F2, F3 -- -- --
Holdings After Transaction: Stock Options — 250,322 contracts (Direct); Common Stock, par value $0.001 per share — 232,577 shares (Direct)
Footnotes (7)
  1. F1. Pursuant 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 (each, a "Real Common Share") 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 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 (after giving effect to the Share Consolidation), subject in each case to the proration provisions of the Merger Agreement.
  2. F2. Pursuant to the Merger Agreement, each restricted share unit of Real ("Real RSU") was exchanged for a restricted share unit of the Issuer entitling the holder to receive the same number of shares of common stock of the Issuer (or cash equivalent) as the number of Real Common Shares (or cash equivalent) the holder was entitled to receive following the Share Consolidation (rounded down to the nearest whole share).
  3. F3. Includes (i) 74,371 shares of common stock of the Issuer and (ii) restricted share units of the Issuer which, subject to vesting, represents the right to receive, at settlement, 158,206 shares of common stock of the Issuer.
  4. F4. Fully vested.
  5. F5. The options vest in five alternating installments of 62,500 and 17,500 shares in March and June tranches beginning June 23, 2026.
  6. F6. The options vest in eight alternating installments of 62,500, 62,500, and 45,000 shares in September, December, and June tranches beginning September 23, 2026.
  7. F7. Pursuant to the terms of the Merger Agreement, each option to purchase Real Common Shares was exchanged for the option to acquire the same number of shares of common stock of the Issuer as the number of Real Common Shares the holder was entitled to acquire following the Share Consolidation (rounded down to the nearest whole share), with an exercise price per share equal to the exercise price per Real Common Share immediately following the Share Consolidation.
Total equity-based interests 232,577 shares Common stock and RSU-equivalent shares directly held by Damani Pritesh after the merger
Common shares directly held 74,371 shares Directly owned common stock of Real REMAX Group Inc.
Restricted share units 158,206 shares RSUs representing the right to receive common stock of Real REMAX Group Inc., subject to vesting
Option exercise price (fully vested grant) $8.74 per share Stock options over 51,072 underlying shares expiring January 8, 2031
Underlying shares for fully vested options 51,072 shares Common stock underlying fully vested stock options held by Damani Pritesh
Option exercise price (additional grants) $12.50 per share Multiple option grants expiring March 23, 2033 with scheduled vesting tranches
Share consolidation ratio 10-for-1 Real common shares consolidated before conversion into Real REMAX Group Inc. common stock under the Merger Agreement
Cash consideration alternative for REMAX shareholders $13.80 per share Per-share cash amount REMAX common stockholders could elect under the Merger Agreement
Arrangement Agreement and Plan of Merger regulatory
"Pursuant to the Arrangement Agreement and Plan of Merger, dated as of April 26, 2026"
A formal contract that sets out the detailed terms and steps for combining two companies — typically including how shares or cash will be exchanged, the timetable, and any conditions or approvals required. Think of it as both the blueprint and the rulebook for a marriage between businesses: it tells shareholders what they will receive, what must happen first, and what can stop the deal. Investors watch it closely because its terms determine changes in ownership, potential dilution or cash value, the likelihood the deal closes, and any financial risks or breakup costs.
Share Consolidation financial
"each issued and outstanding common shares of Real ... was consolidated on a 10-for-1 basis (the "Share Consolidation")"
Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.
restricted share unit financial
"each restricted share unit of Real ("Real RSU") was exchanged for a restricted share unit of the Issuer"
A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.
Merger Agreement regulatory
"Pursuant to the Merger Agreement, each option to purchase Real Common Shares was exchanged"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
proration provisions financial
"subject in each case to the proration provisions of the Merger Agreement"
Proration provisions are rules that divide a limited quantity—such as new shares in a rights offering, dividend payments, or asset distributions—among claimants in proportion to their existing holdings or claims. They determine how much each investor actually receives when demand exceeds supply, like slicing a pie so everyone gets a share based on their size of the pie slice. This affects expected ownership, dilution and the practical outcome of corporate actions.

FAQ

What does REAX’s Form 3 disclose about CTO Damani Pritesh’s share ownership?

Damani Pritesh directly holds equity interests equivalent to 232,577 shares of Real REMAX Group Inc. common stock, consisting of 74,371 common shares and restricted share units that, subject to vesting, represent the right to receive 158,206 additional shares.

What stock options in REAX common stock does Damani Pritesh hold?

Pritesh holds fully vested options over 51,072 shares at an exercise price of $8.74 expiring January 8, 2031, plus additional option grants at an exercise price of $12.50 per share expiring March 23, 2033, each over specified numbers of shares with scheduled vesting.

How many REAX shares underlie Damani Pritesh’s fully vested options?

His fully vested option position covers 51,072 shares of Real REMAX Group Inc. common stock at an exercise price of $8.74 per share, with an expiration date of January 8, 2031, as disclosed in the Form 3 footnotes and derivative holdings table.

What restricted share units of REAX does Damani Pritesh hold?

Pritesh holds restricted share units of Real REMAX Group Inc. that, subject to vesting, represent the right to receive 158,206 shares of common stock at settlement. These RSUs were issued in connection with the merger and reflect exchanged awards from The Real Brokerage Inc.

How were Damani Pritesh’s REAX awards affected by the Real and REMAX merger?

Under the Merger Agreement, his Real options and restricted share units were exchanged into awards over Real REMAX Group Inc. common stock. Real common shares were consolidated on a 10-for-1 basis and then converted into rights to receive REAX common stock on that post-consolidation basis.

Do any of Damani Pritesh’s REAX options vest over time?

Yes. One option grant at $12.50 per share vests in five alternating installments of 62,500 and 17,500 shares in March and June tranches beginning June 23, 2026. Another $12.50 grant vests in eight alternating installments involving 62,500 and 45,000 share tranches starting September 23, 2026.

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Damani Pritesh

(Last)(First)(Middle)
C/O REAL REMAX GROUP INC.
701 BRICKELL AVE., 17TH FLOOR

(Street)
MIAMI FLORIDA 33131

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/24/2026
3. Issuer Name and Ticker or Trading Symbol
Real REMAX Group Inc. [ REAX ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share232,577(1)(2)(3)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (4)01/08/2031Common Stock, par value $0.001 per share51,072(1)(7)$8.74D
Stock Options (4)03/23/2033Common Stock, par value $0.001 per share65,250(1)(7)$12.5D
Stock Options (5)03/23/2033Common Stock, par value $0.001 per share30,250(1)(7)$12.5D
Stock Options (6)03/23/2033Common Stock, par value $0.001 per share103,750(1)(7)$12.5D
Explanation of Responses:
1. Pursuant 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 (each, a "Real Common Share") 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 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 (after giving effect to the Share Consolidation), subject in each case to the proration provisions of the Merger Agreement.
2. Pursuant to the Merger Agreement, each restricted share unit of Real ("Real RSU") was exchanged for a restricted share unit of the Issuer entitling the holder to receive the same number of shares of common stock of the Issuer (or cash equivalent) as the number of Real Common Shares (or cash equivalent) the holder was entitled to receive following the Share Consolidation (rounded down to the nearest whole share).
3. Includes (i) 74,371 shares of common stock of the Issuer and (ii) restricted share units of the Issuer which, subject to vesting, represents the right to receive, at settlement, 158,206 shares of common stock of the Issuer.
4. Fully vested.
5. The options vest in five alternating installments of 62,500 and 17,500 shares in March and June tranches beginning June 23, 2026.
6. The options vest in eight alternating installments of 62,500, 62,500, and 45,000 shares in September, December, and June tranches beginning September 23, 2026.
7. Pursuant to the terms of the Merger Agreement, each option to purchase Real Common Shares was exchanged for the option to acquire the same number of shares of common stock of the Issuer as the number of Real Common Shares the holder was entitled to acquire following the Share Consolidation (rounded down to the nearest whole share), with an exercise price per share equal to the exercise price per Real Common Share immediately following the Share Consolidation.
Remarks:
See attached Exhibit 24 - Power of Attorney.
/s/ Alexandra Lumpkin, as attorney-in-fact08/24/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)