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Real REMAX CEO reports 989K-share stake

Real REMAX Group Inc. (REAX) reports the initial insider holdings of Chief Executive Officer and director Poleg Tamir on this Form 3.

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Real REMAX Group Inc. (REAX) reports the initial insider holdings of Chief Executive Officer and director Poleg Tamir on this Form 3. As of August 24, 2026, he holds a direct interest in 989,369 shares of common stock, including both issued shares and restricted share units. These positions reflect equity of The Real Brokerage Inc. and RE/MAX Holdings, Inc. that was converted into Real REMAX Group securities under an April 26, 2026 Arrangement Agreement and Plan of Merger and a 10‑for‑1 share consolidation. He also holds several fully vested stock option grants with different exercise prices and long-dated expirations.

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Insider Poleg Tamir
Role Chief Executive Officer
Type Security Shares Price Value
holding Stock Options F4, F1, F5 -- -- --
holding Stock Options F4, F1, F5 -- -- --
holding Stock Options F4, F1, F5 -- -- --
holding Common Stock, par value $0.001 per share F1, F2, F3 -- -- --
Holdings After Transaction: Stock Options — 527,056 contracts (Direct); Common Stock, par value $0.001 per share — 989,369 shares (Direct)
Footnotes (5)
  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 (i) 758,131 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, 231,238 shares of common stock of the Issuer.
  4. F4. Fully vested.
  5. F5. 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.
Total direct beneficial common stock interest 989,369 shares Direct beneficial ownership of Real REMAX Group Inc. common stock as of August 24, 2026
Common stock held 758,131 shares Issued common shares of Real REMAX Group Inc. held directly by Poleg Tamir
Restricted share units 231,238 shares RSUs representing the right, subject to vesting, to receive Real REMAX Group Inc. common stock
Stock options at $1.99 107,057 underlying shares Fully vested options exercisable at $1.99 per share, expiring June 17, 2030
Stock options at $10.13 20,000 underlying shares Fully vested options exercisable at $10.13 per share, expiring January 27, 2031
Stock options at $15.40 399,999 underlying shares Fully vested options exercisable at $15.40 per share, expiring August 2, 2032
Share consolidation ratio 10-for-1 Real common shares consolidated 10‑for‑1 under the Merger Agreement
REMAX cash election amount $13.80 per share Cash consideration alternative per REMAX common share under the Merger Agreement
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.
Merger Agreement regulatory
"Pursuant to the Merger Agreement, each issued and outstanding common shares of Real"
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.
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.
Real Options financial
"each option to purchase Real Common Shares ("Real Options") was exchanged for the option to acquire"
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.

FAQ

What insider position does REAX CEO Poleg Tamir report on this Form 3?

Poleg Tamir, Chief Executive Officer and director of Real REMAX Group Inc. (REAX), reports a direct beneficial interest in 989,369 shares of common stock, which includes issued shares and restricted share units that can settle in common stock, as of August 24, 2026.

How many common shares and RSUs of REAX does Poleg Tamir beneficially own?

The filing states that his holdings include 758,131 shares of common stock and restricted share units that, subject to vesting, represent the right to receive 231,238 shares of common stock, for a total reported direct beneficial interest of 989,369 shares.

What stock options in REAX common stock does Poleg Tamir hold?

He holds fully vested stock options over 107,057 shares at an exercise price of $1.99 expiring June 17, 2030, 20,000 shares at $10.13 expiring January 27, 2031, and 399,999 shares at $15.40 expiring August 2, 2032.

How did the REAX merger affect Poleg Tamir’s equity holdings?

Under an April 26, 2026 Arrangement Agreement and Plan of Merger and a 10‑for‑1 share consolidation, each Real common share, RSU and option held by him was exchanged into corresponding Real REMAX Group common stock, restricted share units or options using the specified post‑consolidation ratios.

Does this REAX Form 3 report any insider buying or selling activity?

No. The Form 3 presents initial holdings for Poleg Tamir as CEO and director of Real REMAX Group Inc. It lists his common stock, restricted share units and stock options but does not report any purchases, sales, or other changes in ownership on August 24, 2026.

What did REAX acquire under the merger referenced in the Form 3 footnotes?

The company discloses that on August 24, 2026 it acquired all issued and outstanding shares of The Real Brokerage Inc. and RE/MAX Holdings, Inc. under a Merger Agreement, with Real shares consolidated 10‑for‑1 and REMAX shares converted into cash or Real REMAX Group common stock.

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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*
Poleg Tamir

(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
XOfficer (give title below)Other (specify below)
Chief Executive Officer
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 share989,369(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
Stock Options (4)06/17/2030Common Stock, par value $0.001 per share107,057(1)(5)$1.99D
Stock Options (4)01/27/2031Common Stock, par value $0.001 per share20,000(1)(5)$10.13D
Stock Options (4)08/02/2032Common Stock, par value $0.001 per share399,999(1)(5)$15.4D
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 (i) 758,131 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, 231,238 shares of common stock of the Issuer.
4. Fully vested.
5. 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.
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)