Real REMAX details RE/MAX, Real Brokerage merger terms
Real REMAX Group Inc. (REAX) reported the initial holdings of Chief Legal Officer Alexandra Lumpkin.
Rhea-AI Filing Summary
Real REMAX Group Inc. (REAX) reported the initial holdings of Chief Legal Officer Alexandra Lumpkin. She holds a total of 54,666 shares and rights, including 9,889 shares of common stock and restricted share units that, subject to vesting, represent rights to receive 44,777 additional shares.
The disclosure references an Arrangement Agreement and Plan of Merger under which, on August 24, 2026, Real REMAX Group Inc. acquired all issued and outstanding shares of The Real Brokerage Inc. and RE/MAX Holdings, Inc., with a 10-for-1 share consolidation for Real and cash-or-stock consideration for REMAX shareholders.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Lumpkin Alexandra
Role
Chief Legal Officer
| 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 — 54,666 shares (Direct)
Footnotes (3)
- 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) 9,889 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, 44,777 shares of common stock of the Issuer.
Key Figures
Total shares and rights reported: 54,666 shares
Direct common stock holdings: 9,889 shares
Restricted share units underlying shares: 44,777 shares
+3 more
6 metrics
Total shares and rights reported
54,666 shares
Holdings of Alexandra Lumpkin following the reported event
Direct common stock holdings
9,889 shares
Common stock of Real REMAX Group Inc. held by Alexandra Lumpkin
Restricted share units underlying shares
44,777 shares
RSUs of the issuer representing rights to receive common stock, subject to vesting
Share Consolidation ratio for Real
10-for-1
Each 10 common shares of The Real Brokerage Inc. consolidated into 1 share before conversion
Cash consideration per REMAX share
$13.80 per share
Optional cash consideration for each RE/MAX Holdings, Inc. common share
Stock consideration per REMAX share
0.5150 shares
REAX common shares issuable per RE/MAX Holdings, Inc. share, after consolidation
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
"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 does Form 3 for REAX disclose about Alexandra Lumpkin's holdings?
The Form 3 states that Alexandra Lumpkin, Chief Legal Officer of REAX, has an interest in 54,666 shares and rights, consisting of 9,889 common shares and restricted share units that, subject to vesting, represent the right to receive 44,777 additional common shares at settlement.
What merger transactions involving REAX are described in this Form 3?
The filing describes that, on August 24, 2026, Real REMAX Group Inc. acquired all issued and outstanding shares of The Real Brokerage Inc. and RE/MAX Holdings, Inc. under an Arrangement Agreement and Plan of Merger, including a 10-for-1 share consolidation of Real common shares.
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