STOCK TITAN

Real REMAX director lists 18K shares, 10K options

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Real REMAX Group Inc. (REAX) reports the initial equity holdings of director Victoria Bartholomae following the completion of its merger with The Real Brokerage Inc. and RE/MAX Holdings, Inc. On August 24, 2026, Bartholomae beneficially owns equity consisting of common stock, restricted share units, and stock options.

Bartholomae holds 10,000 stock options to acquire Real REMAX Group Inc. common stock at an exercise price of $10.13 per share, fully vested, expiring on January 27, 2031. She holds 18,038 shares of common stock directly, including 10,266 issued shares and restricted share units representing rights to receive 7,772 additional shares upon vesting and settlement. She also has 3,390 shares held indirectly through her parent. The holdings reflect the merger structure, including a 10-for-1 share consolidation of The Real Brokerage Inc. common shares and specified exchange ratios and cash consideration for former RE/MAX Holdings, Inc. shareholders as set out in the Arrangement Agreement and Plan of Merger.

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Insider Bartholomae Victoria
Role Director
Type Security Shares Price Value
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 — 10,000 contracts (Direct); Common Stock, par value $0.001 per share — 18,038 shares (Direct); Common Stock, par value $0.001 per share — 3,390 shares (Indirect, See Footnote)
Footnotes (6)
  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) 10,266 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.
  4. F4. Reflects shares of common stock held by the Reporting Person's parent.
  5. F5. Fully vested.
  6. 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.
Direct common stock holdings 18,038 shares Common stock of Real REMAX Group Inc. held directly by Victoria Bartholomae after the merger
Indirect common stock holdings 3,390 shares Common stock of Real REMAX Group Inc. held indirectly through the reporting person’s parent
Stock options underlying shares 10,000 shares Shares of Real REMAX Group Inc. common stock underlying reported stock options
Stock option exercise price $10.13 per share Exercise price of stock options held by the reporting person
Stock option expiration date January 27, 2031 Expiration date of reported stock options
Restricted share units representing additional shares 7,772 shares RSUs of Real REMAX Group Inc. common stock subject to vesting and settlement
Issued common shares within direct holdings 10,266 shares Portion of direct holdings that are already issued common shares, excluding RSUs
RE/MAX Holdings, Inc. stock cash consideration alternative $13.80 per share Cash election amount per RE/MAX Holdings, Inc. common share in the merger
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.
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.
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.
Real Options financial
"each option to purchase Real Common Shares ("Real Options") was exchanged for the option to acquire"

FAQ

What insider holdings does director Victoria Bartholomae report in REAX on this Form 3?

Victoria Bartholomae reports 18,038 shares of Real REMAX Group Inc. common stock held directly (including 7,772 RSUs), 3,390 shares held indirectly through her parent, and 10,000 fully vested stock options with an exercise price of $10.13 per share expiring January 27, 2031.

How many stock options on REAX does Victoria Bartholomae hold and what are the key terms?

She holds 10,000 stock options on Real REMAX Group Inc. common stock, with an exercise price of $10.13 per share. The options are reported as fully vested and have an expiration date of January 27, 2031, with direct ownership.

How are Victoria Bartholomae’s direct REAX common stock holdings composed?

Her direct position totals 18,038 common shares of Real REMAX Group Inc., consisting of 10,266 issued shares plus restricted share units that, subject to vesting, represent rights to receive at settlement 7,772 additional shares of common stock.

What indirect ownership in REAX common stock does Victoria Bartholomae report?

She reports 3,390 shares of Real REMAX Group Inc. common stock held indirectly, described as shares held by her parent. This indirect position is separate from her directly held shares and stock options.

How did the merger affecting REAX, The Real Brokerage Inc., and RE/MAX Holdings, Inc. treat Real common shares?

Each common share of The Real Brokerage Inc. was subject to a 10-for-1 share consolidation and then converted into the right to receive one share of Real REMAX Group Inc. common stock under the Arrangement Agreement and Plan of Merger.

What consideration did former RE/MAX Holdings, Inc. shareholders receive in the REAX transaction?

Each RE/MAX Holdings, Inc. common share was converted into the right to receive either $13.80 in cash or 0.5150 shares of Real REMAX Group Inc. common stock (after the share consolidation), in each case subject to the proration provisions of the Merger Agreement.

How were Real REMAX Group Inc. restricted share units and options determined in the merger?

Each Real restricted share unit became an RSU of Real REMAX Group Inc. for the same number of shares or cash equivalent after the consolidation, and each Real option was exchanged for an option to acquire the same number of Real REMAX Group Inc. shares, with the exercise price per share preserved following the consolidation.

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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*
Bartholomae Victoria

(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
Officer (give title below)Other (specify below)
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 share18,038(1)(2)(3)D
Common Stock, par value $0.001 per share3,390(1)(2)(4)ISee Footnote(4)
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 (5)01/27/2031Common Stock, par value $0.001 per share10,000(1)(6)$10.13D
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) 10,266 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.
4. Reflects shares of common stock held by the Reporting Person's parent.
5. Fully vested.
6. 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)