Real REMAX director acquires stock, 601,998 RSUs
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Form Type
4/A
Rhea-AI Filing Summary
Real REMAX Group Inc. (REAX) reports that director Erik Carlson acquired common stock and multiple restricted share unit awards on August 24, 2026, in connection with completing an Arrangement Agreement and Plan of Merger under which the company acquired The Real Brokerage Inc. and RE/MAX Holdings, Inc. The amendment corrects earlier clerical errors in reported post-transaction ownership and reclassifies certain awards from common stock to restricted share units.
Insider Trade Summary
Grant/Award: 721,554 shares
Grant/Award
6 txns
Insider
Carlson Erik
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Share Unit F4, F5 | 33,227 | -- | -- |
| Grant/Award | Restricted Share Unit F4, F6 | 87,864 | -- | -- |
| Grant/Award | Restricted Share Unit F4, F7 | 184,221 | -- | -- |
| Grant/Award | Restricted Share Unit F8, F9 | 112,465 | -- | -- |
| Grant/Award | Restricted Share Unit F8, F10 | 184,221 | -- | -- |
| Grant/Award | Common Stock, par value $0.001 per share F1, F2, F3 | 119,556 | -- | -- |
Holdings After Transaction:
Restricted Share Unit — 601,998 contracts (Direct);
Common Stock, par value $0.001 per share — 119,556 shares (Direct)
Footnotes (10)
- 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 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 ("REMAX Common Stock") was converted into the right to receive either (i) $13.80 in cash (the "Cash Consideration") 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. Due to the proration provisions of the Merger Agreement, each share of REMAX Common Stock that elected the Cash Consideration received a combination of (a) $4.33 in cash and (b) 0.3535 shares of common stock of the Issuer (after giving effect to the Share Consolidation).
- F3. The Reporting Person elected to receive the Cash Consideration with respect to 144,040 shares of REMAX Common Stock, which was subject to proration as described in footnote 2.
- F4. Pursuant to the Merger Agreement, each outstanding time-based restricted share unit of REMAX (other than a Specified RSU (as defined in the Merger Agreement)), whether vested or unvested, was canceled and extinguished, and the holders thereof were entitled to receive a number of restricted share units of the Issuer, rounded to the nearest whole share, equal to the product of (i) the number of shares of REMAX Common Stock subject to such Specified RSU, multiplied by (ii) 0.5150.
- F5. Represents time-based restricted share units of the Issuer which vest on March 1, 2027.
- F6. Represents time-based restricted share units of the Issuer which vest in two equal annual installments beginning on March 1, 2027.
- F7. Represents time-based restricted share units of the Issuer which vest in three equal annual installments beginning on March 1, 2027.
- F8. Pursuant to the Merger Agreement, each outstanding performance-based restricted share unit of REMAX (a "REMAX PSU") (other than a REMAX Specified PSU (as defined in the Merger Agreement)), whether vested or unvested, was cancelled and extinguished, and the holders thereof were entitled to receive a number of restricted share units of the Issuer, rounded to the nearest whole share, equal to the product of (i) the number of shares of REMAX Common Stock subject to such REMAX PSU (with such number of shares being based on the attainment of the applicable performance in accordance with the terms of the applicable award agreement), multiplied by (ii) 0.5150.
- F9. Represents restricted share units of the Issuer will vest, if at all, following the performance period ending December 31, 2027. The number set forth above is the target amount.
- F10. Represents restricted share units of the Issuer will vest, if at all, following the performance period ending December 31, 2028. The number set forth above is the target amount.
Key Figures
Common stock acquired: 119,556 shares
Time-based RSU grant 1: 33,227 units
Time-based RSU grant 2: 87,864 units
+5 more
8 metrics
Common stock acquired
119,556 shares
Common Stock of Real REMAX Group Inc. acquired August 24, 2026; held directly after transaction
Time-based RSU grant 1
33,227 units
Restricted share units vesting on March 1, 2027
Time-based RSU grant 2
87,864 units
Restricted share units vesting in two equal annual installments beginning March 1, 2027
Time-based RSU grant 3
184,221 units
Restricted share units vesting in three equal annual installments beginning March 1, 2027
Performance-based RSU grant 1
112,465 units
Target amount of RSUs that may vest after performance period ending December 31, 2027
Performance-based RSU grant 2
184,221 units
Target amount of RSUs that may vest after performance period ending December 31, 2028
Cash Consideration per RE/MAX share
$13.80
Election alternative for each RE/MAX common share under the merger agreement before proration
Prorated cash and stock per RE/MAX share
$4.33 cash + 0.3535 shares
Actual mix received by RE/MAX shareholders electing cash consideration after proration
Key Terms
Arrangement Agreement and Plan of Merger, Share Consolidation, Cash Consideration, time-based restricted share unit, +2 more
6 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.
Cash Consideration financial
"receive either (i) $13.80 in cash (the "Cash Consideration")"
Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.
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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did REAX director Erik Carlson report on August 24, 2026?
Erik Carlson reported six acquisition transactions on August 24, 2026: five grants of restricted share units tied to RE/MAX equity awards and one acquisition of 119,556 shares of Real REMAX Group Inc. common stock in connection with the merger closing.
What common stock of REAX did Erik Carlson acquire through the RE/MAX merger?
Carlson acquired 119,556 shares of Real REMAX Group Inc. common stock, held directly, following the August 24, 2026 merger. This stock reflects his election for cash consideration on 144,040 RE/MAX Holdings, Inc. shares, which was subject to proration under the merger agreement.
Why was this REAX Form 4/A filed as an amendment?
The amendment corrects the original August 24, 2026 Form 4 by moving restricted share units previously reported as common stock into the derivative table and fixing the reported post-transaction holdings, which had been misstated as 98,031 common shares and 770,844 restricted share units due to a clerical error.
Were Erik Carlson’s REAX transactions made under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not checked, and there is no footnote indicating that the August 24, 2026 acquisitions were effected pursuant to a Rule 10b5-1 or similar pre-arranged trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
