Real REMAX director Klane reports 296,985-share stake
Rhea-AI Filing Summary
Real REMAX Group Inc. (REAX) reported the initial beneficial ownership of director Larry A. Klane following the merger that combined Real Brokerage Inc. and RE/MAX Holdings, Inc. Klane holds 26,496 shares of common stock directly (including 12,305 RSUs) and 270,489 shares indirectly through Poom Holdings LLC and The Klane 2012 Dynasty Trust. He also holds fully vested stock options over 28,063 shares at an exercise price of $0.77 expiring April 18, 2028, and options over 11,000 shares at $10.13 expiring January 27, 2031.
Under the Merger Agreement, each Real common share was consolidated on a 10-for-1 basis and converted into one REAX common share, while each RE/MAX share was converted into either $13.80 in cash or 0.5150 REAX common shares, subject to proration.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
KLANE LARRY A
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 — 26,496 shares (Direct);
Common Stock, par value $0.001 per share — 270,489 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) 14,191 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, 12,305 shares of common stock of the Issuer.
- F4. Reflects (i) 268,402 shares of common stock of the Issuer held by Poom Holdings LLC, a company beneficially owned by the Reporting Person and (ii) 2,087 shares of common stock of the Issuer held by The Klane 2012 Dynasty Trust.
- 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 stock holdings: 26,496 shares
Indirect common stock holdings: 270,489 shares
Restricted share units: 12,305 shares
+5 more
8 metrics
Direct common stock holdings
26,496 shares
Direct REAX common stock beneficially owned as of August 24, 2026
Indirect common stock holdings
270,489 shares
Shares held via Poom Holdings LLC and The Klane 2012 Dynasty Trust
Restricted share units
12,305 shares
RSUs representing the right to receive REAX common stock, subject to vesting
Stock options at $0.77
28,063 underlying shares at $0.77
Fully vested options expiring April 18, 2028
Stock options at $10.13
11,000 underlying shares at $10.13
Options expiring January 27, 2031
Share Consolidation ratio
10-for-1
Each Real common share consolidated 10-for-1 before conversion into REAX shares
RE/MAX cash consideration
$13.80 per share
Alternative cash consideration for each RE/MAX share under the Merger Agreement
RE/MAX stock consideration
0.5150 REAX shares per share
Alternative stock consideration for each RE/MAX share, subject to proration
Key Terms
Arrangement Agreement and Plan of Merger, Share Consolidation, restricted share unit, proration provisions, +1 more
5 terms
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.
proration provisions financial
"0.5150 shares of common stock ... 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.
Dynasty Trust financial
"2,087 shares of common stock of the Issuer held by The Klane 2012 Dynasty Trust"
FAQ
What does the Form 3 filing for REAX disclose about Larry A. Klane?
It discloses that director Larry A. Klane has filed an initial statement of beneficial ownership for Real REMAX Group Inc. (REAX), detailing his direct and indirect common stock holdings, restricted share units, and vested stock options following completion of the merger transaction.
What stock options in REAX does Larry A. Klane own and at what exercise prices?
He holds fully vested stock options to acquire 28,063 REAX common shares at an exercise price of $0.77 per share expiring April 18, 2028, and options to acquire 11,000 shares at $10.13 per share expiring January 27, 2031.
Are Larry A. Klane’s stock options in REAX fully vested?
Yes. A footnote states the reported stock options are fully vested. These options were issued in exchange for options on Real common shares, adjusted for the 10-for-1 share consolidation under the Merger Agreement.
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