Real REMAX director reports 1.54M indirect shares
Rhea-AI Filing Summary
Real REMAX Group Inc. (REAX) reported the initial beneficial ownership of director Gamzu Guy following the completion of its merger with The Real Brokerage Inc. and RE/MAX Holdings, Inc. On August 24, 2026, his direct holdings included 154,020 shares of common stock, which consist of 143,140 shares plus restricted share units representing 10,880 additional shares subject to vesting.
He also indirectly holds 1,541,222 shares of common stock through Cubit Investments Ltd., a company beneficially owned by him. In addition, he holds fully vested stock options to acquire 28,063 shares at an exercise price of $0.77 per share expiring April 8, 2028, and options to acquire 11,000 shares at an exercise price of $10.13 per share expiring January 27, 2031, all adjusted pursuant to the merger-related share consolidation.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Gamzu Guy
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Options F5, F1, F6 | -- | -- | -- |
| holding | Stock Options F5, F1, F6 | -- | -- | -- |
| holding | Common Stock, par value $0.001 per share F1, F2, F3 | -- | -- | -- |
| holding | Common Stock, par value $0.001 per share F1, F2, F4 | -- | -- | -- |
Holdings After Transaction:
Stock Options — 39,063 contracts (Direct);
Common Stock, par value $0.001 per share — 154,020 shares (Direct);
Common Stock, par value $0.001 per share — 1,541,222 shares (Indirect, See Footnote)
Footnotes (6)
- 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.
- 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).
- F3. Includes (i) 143,140 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, 10,880 shares of common stock of the Issuer.
- F4. Reflects shares of common stock of the Issuer held by Cubit Investments Ltd., a company beneficially owned by the Reporting Person.
- F5. Fully vested.
- F6. Pursuant to the terms of the Merger Agreement, each option to purchase Real Common Shares ("Real Options") 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.
Key Figures
Direct common shares held: 154,020 shares
Indirect common shares held: 1,541,222 shares
RSUs included in direct holdings: 10,880 shares
+5 more
8 metrics
Direct common shares held
154,020 shares
Direct beneficial ownership of REAX common stock as of August 24, 2026
Indirect common shares held
1,541,222 shares
Indirect beneficial ownership through Cubit Investments Ltd.
RSUs included in direct holdings
10,880 shares
RSUs representing rights to receive REAX common shares, subject to vesting
Option exercise price (2028 expiry)
$0.77 per share
Stock options on 28,063 underlying REAX shares expiring April 8, 2028
Underlying shares (2028 options)
28,063 shares
Underlying REAX common shares for options at $0.77 per share
Option exercise price (2031 expiry)
$10.13 per share
Stock options on 11,000 underlying REAX shares expiring January 27, 2031
Underlying shares (2031 options)
11,000 shares
Underlying REAX common shares for options at $10.13 per share
Share consolidation ratio
10-for-1
Each Real common share consolidated on a 10-for-1 basis before conversion into REAX shares
Key Terms
Arrangement Agreement and Plan of Merger, Merger Agreement, Share Consolidation, restricted share unit, +2 more
6 terms
Arrangement Agreement and Plan of Merger regulatory
"Pursuant to the Arrangement Agreement and Plan of Merger, dated as of April"
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.
Merger Agreement regulatory
"dated as of April 26, 2026 (as amended, the "Merger Agreement"), by and among"
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.
Real Options financial
"each option to purchase Real Common Shares ("Real Options") was exchanged for the option"
beneficially owned financial
"Reflects shares of common stock of the Issuer held by Cubit Investments Ltd., a company beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
FAQ
What does Form 3 disclose about Gamzu Guy’s holdings in REAX after the merger?
The filing shows that director Gamzu Guy holds 154,020 REAX common shares directly (including RSUs) and 1,541,222 shares indirectly through Cubit Investments Ltd., plus stock options on 39,063 underlying shares at exercise prices of $0.77 and $10.13 per share.
How many REAX stock options does Gamzu Guy hold according to this Form 3?
He holds fully vested options on 28,063 shares at an exercise price of $0.77 per share expiring April 8, 2028, and additional options on 11,000 shares at $10.13 per share expiring January 27, 2031, all relating to REAX common stock.
What indirect ownership in REAX does Gamzu Guy report on Form 3?
He reports indirect ownership of 1,541,222 REAX common shares held by Cubit Investments Ltd., which the note describes as a company beneficially owned by him. These shares are reported as indirect beneficial ownership.
Were Real options and RSUs converted into REAX instruments in this transaction for REAX?
Yes. Each Real RSU became an RSU of REAX for the same number of shares (after the 10-for-1 share consolidation), and each Real option was exchanged for an option to acquire the same number of REAX shares with an adjusted exercise price reflecting the consolidation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
