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Real REMAX director reports 9,934 RSUs stake

Real REMAX Group Inc. (REAX) disclosed the initial equity position of director Ken Pozek following the combination of The Real Brokerage Inc. and RE/MAX Holdings, Inc. into Real REMAX Group Inc. on August 24, 2026.

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Real REMAX Group Inc. (REAX) disclosed the initial equity position of director Ken Pozek following the combination of The Real Brokerage Inc. and RE/MAX Holdings, Inc. into Real REMAX Group Inc. on August 24, 2026. Pozek holds 9,934 restricted share units of Real REMAX Group Inc., each representing the right, subject to vesting, to receive one share of the company’s common stock (or a cash equivalent) at settlement.

The disclosure explains that, under an Arrangement Agreement and Plan of Merger, all issued and outstanding shares of The Real Brokerage Inc. and RE/MAX Holdings, Inc. were acquired. Each Real common share was first consolidated on a 10-for-1 basis and then converted into the right to receive one Real REMAX Group Inc. common share. Each RE/MAX common share was converted into the right to receive either $13.80 in cash or 0.5150 Real REMAX Group Inc. common shares, in each case subject to proration under the merger agreement.

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Insider Pozek Ken
Role Director
Type Security Shares Price Value
holding Common Stock, par value $0.001 per share F1, F2, F3 -- -- --
Holdings After Transaction: Common Stock, par value $0.001 per share — 9,934 shares (Direct)
Footnotes (3)
  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 restricted share units of the Issuer which, subject to vesting, represents the right to receive, at settlement, 9,934 shares of common stock of the Issuer.
Restricted share units held 9,934 units RSUs of Real REMAX Group Inc. common stock reported for Ken Pozek, subject to vesting
Share Consolidation ratio for Real common shares 10-for-1 Each The Real Brokerage Inc. common share consolidated on a 10-for-1 basis before conversion
Cash consideration per RE/MAX share $13.80 per share Optional cash consideration for each RE/MAX Holdings, Inc. common share in the merger
Share consideration per RE/MAX share 0.5150 shares Alternative share consideration in Real REMAX Group Inc. common stock per RE/MAX common share
Merger completion date August 24, 2026 Date on which Real REMAX Group Inc. acquired all issued and outstanding shares of Real and RE/MAX
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.
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.
cash equivalent financial
"entitling the holder to receive the same number of shares ... (or cash equivalent)"

FAQ

What equity stake did Ken Pozek report in Real REMAX Group Inc. (REAX) on this Form 3?

Ken Pozek reported holding 9,934 restricted share units of Real REMAX Group Inc. These RSUs, subject to vesting, entitle him at settlement to receive an equal number of shares of the company’s common stock or a cash equivalent.

How were The Real Brokerage Inc. shares converted in the Real REMAX Group Inc. (REAX) merger?

Each common share of The Real Brokerage Inc. was first consolidated on a 10-for-1 basis and then converted into the right to receive one share of Real REMAX Group Inc. common stock, under the merger agreement.

What did RE/MAX Holdings, Inc. shareholders receive in the Real REMAX Group Inc. (REAX) transaction?

Each RE/MAX Holdings, Inc. common share was converted into the right to receive either $13.80 in cash or 0.5150 shares of Real REMAX Group Inc. common stock, in each case subject to the merger agreement’s proration provisions.

Are Ken Pozek’s 9,934 units in REAX actual shares or restricted share units?

The 9,934 units are restricted share units (RSUs) of Real REMAX Group Inc. They represent the right, subject to vesting conditions, to receive 9,934 shares of common stock of the company, or a cash equivalent, at settlement.

When did Real REMAX Group Inc. (REAX) complete the acquisitions of Real and RE/MAX?

Real REMAX Group Inc. completed the acquisitions of all issued and outstanding shares of The Real Brokerage Inc. and RE/MAX Holdings, Inc. on August 24, 2026, pursuant to the Arrangement Agreement and Plan of Merger.

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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*
Pozek Ken

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
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 share9,934(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
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 restricted share units of the Issuer which, subject to vesting, represents the right to receive, at settlement, 9,934 shares of common stock of the Issuer.
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)