Real REMAX director reports 100,129 indirect shares
Rhea-AI Filing Summary
Real REMAX Group Inc. (REAX) reports the initial beneficial ownership of director Rose Laurence following completion of a merger with The Real Brokerage Inc. and RE/MAX Holdings, Inc. Each Real common share was subject to a 10-for-1 Share Consolidation and converted into the right to receive one REAX common share. Each RE/MAX common share was converted into either $13.80 in cash or 0.5150 REAX common shares, subject to proration. Laurence holds fully vested stock options over 10,063 REAX shares at an exercise price of $0.77 expiring April 18, 2028, and options over 10,000 shares at $10.13 expiring January 27, 2031. She beneficially owns 11,269 REAX common shares directly (including 3,497 shares and 7,772 RSUs) and 100,129 shares indirectly through Matchpoint Capital Inc.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Rose Laurence
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 — 20,063 contracts (Direct);
Common Stock, par value $0.001 per share — 11,269 shares (Direct);
Common Stock, par value $0.001 per share — 100,129 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) 3,497 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, 7,772 shares of common stock of the Issuer.
- F4. Reflects shares of common stock of the Issuer held by Matchpoint Capital Inc., 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
Share Consolidation Ratio: 10-for-1 consolidation of Real common shares
RE/MAX Cash Consideration: $13.80 per RE/MAX common share
RE/MAX Stock Consideration: 0.5150 REAX shares per RE/MAX common share
+4 more
7 metrics
Share Consolidation Ratio
10-for-1 consolidation of Real common shares
Each Real common share consolidated on a 10-for-1 basis before conversion into REAX common stock
RE/MAX Cash Consideration
$13.80 per RE/MAX common share
Alternative cash consideration per RE/MAX share in the merger, subject to proration
RE/MAX Stock Consideration
0.5150 REAX shares per RE/MAX common share
Alternative stock consideration per RE/MAX share in the merger, subject to proration
Stock Options at $0.77
10,063 underlying REAX shares at $0.77
Fully vested options expiring April 18, 2028
Stock Options at $10.13
10,000 underlying REAX shares at $10.13
Options expiring January 27, 2031
Direct Common Shares and RSUs
11,269 shares/RSUs
Includes 3,497 REAX shares and RSUs for 7,772 shares beneficially owned directly
Indirect Common Shares
100,129 shares
REAX common shares held through Matchpoint Capital Inc.
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 regulatory
"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.
beneficially owned financial
"Matchpoint Capital Inc., a company beneficially owned by the Reporting Person"
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 the Form 3 filing disclose about Rose Laurence’s ownership in REAX?
The filing shows that director Rose Laurence beneficially owns 11,269 REAX common shares directly (including 7,772 RSUs) and 100,129 shares indirectly through Matchpoint Capital Inc., plus stock options over 20,063 shares at different exercise prices and maturities.
What stock options does Rose Laurence hold in REAX?
Rose Laurence holds fully vested options over 10,063 REAX shares at an exercise price of $0.77 expiring April 18, 2028, and options over 10,000 shares at $10.13 expiring January 27, 2031, each option relating to REAX common stock after the share consolidation.
How are Rose Laurence’s indirect REAX holdings structured?
The filing states that 100,129 REAX common shares are held by Matchpoint Capital Inc., which is described as a company beneficially owned by Rose Laurence. These shares are reported as indirect ownership in the Form 3.
AI-generated analysis. How Rhea-AI works. Not financial advice.
