Real REMAX CAO gets 4,508 merger shares, RSUs

Amended Form 4 for Real REMAX Group Inc. corrects clerical errors and details RSU awards to the chief accounting officer from the REMAX merger.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

Real REMAX Group Inc. (REAX) reports that Chief Accounting Officer Leah R. Jenkins acquired common stock and multiple blocks of restricted share units in connection with the closing of a merger involving The Real Brokerage Inc. and RE/MAX Holdings, Inc. on August 24, 2026. The amendment clarifies that these awards are derivative securities and corrects previously misreported post-transaction holdings that had been shown as 10,079 common shares and 5,348 restricted share units due to a clerical error.

Under the merger agreement, each REMAX restricted share unit (time-based or performance-based) was converted into restricted share units of Real REMAX Group Inc. using an exchange ratio of 0.5150 per underlying REMAX share, with specified time-based RSUs vesting over periods ending or beginning in March 2027 and performance-based RSUs vesting, if at all, after performance periods ending December 31, 2026, 2027, and 2028.

Insider Trade Summary

Grant/Award: 33,459 shares

Grant/Award 7 txns

Insider Jenkins Leah R

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units F4, F5	1,807	--	--
Grant/Award	Restricted Share Units F4, F6	3,420	--	--
Grant/Award	Restricted Share Units F4, F7	7,532	--	--
Grant/Award	Restricted Share Units F8, F9	4,282	--	--
Grant/Award	Restricted Share Units F8, F10	4,378	--	--
Grant/Award	Restricted Share Units F8, F11	7,532	--	--
Grant/Award	Common Stock, par value $0.001 per share F1, F2, F3	4,508	--	--

Holdings After Transaction: Restricted Share Units — 28,951 contracts (Direct); Common Stock, par value $0.001 per share — 4,508 shares (Direct)

Footnotes (11)

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 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.
2. 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 (i) $4.33 in cash and (ii) 0.3535 shares of common stock of the Issuer (after giving effect to the Share Consolidation).
3. F3. The Reporting Person elected to receive the Cash Consideration, which was subject to proration as described in footnote 2.
4. 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.
5. F5. Represents time-based restricted share units of the Issuer which vest on March 1, 2027.
6. F6. Represents time-based restricted share units of the Issuer which vest in two equal annual installments beginning on March 1, 2027.
7. F7. Represents time-based restricted share units of the Issuer which vest in three equal annual installments beginning on March 1, 2027.
8. 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.
9. F9. Represents restricted share units of the Issuer will vest, if at all, following the performance period ending December 31, 2026. The number set forth above is the target amount.
10. F10. 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.
11. F11. 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 received as merger consideration: 4,508 shares Time-based RSU grant 1: 1,807 units Time-based RSU grant 2: 3,420 units +5 more

8 metrics

Common stock received as merger consideration 4,508 shares Common Stock of Real REMAX Group Inc. received by Leah Jenkins on August 24, 2026

Time-based RSU grant 1 1,807 units Restricted share units vesting on March 1, 2027

Time-based RSU grant 2 3,420 units Restricted share units vesting in two equal annual installments beginning March 1, 2027

Time-based RSU grant 3 7,532 units Restricted share units vesting in three equal annual installments beginning March 1, 2027

Performance-based RSU grant 1 (target) 4,282 units Target RSUs vesting, if at all, after performance period ending December 31, 2026

Performance-based RSU grant 2 (target) 4,378 units Target RSUs vesting, if at all, after performance period ending December 31, 2027

Performance-based RSU grant 3 (target) 7,532 units Target RSUs vesting, if at all, after performance period ending December 31, 2028

Cash and stock consideration per REMAX share after proration $4.33 cash + 0.3535 REAX shares Consideration received by cash-election REMAX shareholders under the merger agreement

Key Terms

Arrangement Agreement and Plan of Merger, Share Consolidation, Cash Consideration, performance-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.

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.

Cash Consideration financial

"was converted into the right to 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.

performance-based restricted share unit financial

"each outstanding performance-based restricted share unit of REMAX (a "REMAX PSU")"

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.

target amount financial

"The number set forth above is the target amount."

FAQ

What does the amended Form 4/A report for Real REMAX Group Inc. (REAX)?

It reports that Chief Accounting Officer Leah R. Jenkins acquired common stock and restricted share units of Real REMAX Group Inc. on August 24, 2026, in connection with the REMAX and Real mergers, and corrects earlier clerical errors in her reported holdings.

How many REMAX-related common shares did Leah Jenkins receive in REAX stock?

Leah Jenkins received 4,508 shares of Real REMAX Group Inc. common stock as merger consideration for her REMAX shares. She elected the cash option, which was subject to proration, resulting in a combination of cash and stock per share.

What restricted share unit grants were reported for REAX on August 24, 2026?

The filing reports several RSU acquisitions: 1,807, 3,420, and 7,532 time-based RSUs, plus performance-based RSUs of 4,282, 4,378, and 7,532 units, each tied to different vesting schedules or performance periods under the merger agreement.

What exchange terms applied to REMAX common stock in the REAX transaction?

Each REMAX common share was converted into the right to receive either $13.80 in cash or 0.5150 Real REMAX Group Inc. shares, subject to proration. After proration, each cash-election share actually received $4.33 in cash plus 0.3535 REAX shares.

Were Leah Jenkins’s REMAX restricted share units converted into REAX RSUs?

Yes. Each outstanding REMAX restricted share unit was canceled and converted into a number of Real REMAX Group Inc. RSUs equal to underlying REMAX shares multiplied by 0.5150, rounded to the nearest whole share, with vesting schedules described in the footnotes.

Does the REAX Form 4/A indicate use of a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan was used for these transactions; the plan-related checkbox is not marked as applying to the reported awards.

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Available on EDGAR 09/03/2026 - 09:51 PM Accepted by SEC EDGAR 09/03/2026 - 09:50 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jenkins Leah R

(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. Issuer Name and Ticker or Trading Symbol
Real REMAX Group Inc. [ REAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/24/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	08/24/2026		A		4,508(1)(2)(3)	A	(1)(2)(3)	4,508	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(4)	08/24/2026		A		1,807(5)		(4)(5)	(4)(5)	Common Stock, par value $0.001 per share	1,807	(4)	1,807	D
Restricted Share Units	(4)	08/24/2026		A		3,420(6)		(4)(6)	(4)(6)	Common Stock, par value $0.001 per share	3,420	(4)	3,420	D
Restricted Share Units	(4)	08/24/2026		A		7,532(7)		(4)(7)	(4)(7)	Common Stock, par value $0.001 per share	7,532	(4)	7,532	D
Restricted Share Units	(8)	08/24/2026		A		4,282(9)		(8)(9)	(8)(9)	Common Stock, par value $0.001 per share	4,282	(8)	4,282	D
Restricted Share Units	(8)	08/24/2026		A		4,378(10)		(8)(10)	(8)(10)	Common Stock, par value $0.001 per share	4,378	(8)	4,378	D
Restricted Share Units	(8)	08/24/2026		A		7,532(11)		(8)(11)	(8)(11)	Common Stock, par value $0.001 per share	7,532	(8)	7,532	D

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 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.

2. Due to the proration provisions of the Merger Agreement, each share of REMAX Common Stock that elected the Cash Consideration received a combination of (i) $4.33 in cash and (ii) 0.3535 shares of common stock of the Issuer (after giving effect to the Share Consolidation).

3. The Reporting Person elected to receive the Cash Consideration, which was subject to proration as described in footnote 2.

4. 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.

5. Represents time-based restricted share units of the Issuer which vest on March 1, 2027.

6. Represents time-based restricted share units of the Issuer which vest in two equal annual installments beginning on March 1, 2027.

7. Represents time-based restricted share units of the Issuer which vest in three equal annual installments beginning on March 1, 2027.

8. 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.

9. Represents restricted share units of the Issuer will vest, if at all, following the performance period ending December 31, 2026. The number set forth above is the target amount.

10. 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.

11. 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.

Remarks:

This amendment is being filed to amend the Form 4 filed on August 24, 2026, to (i) report restricted share units of the Issuer, initially reported on Table I, on Table II and (ii) correct the number of shares of common stock and restricted share units of the Issuer owned by the Reporting Person following the reported transactions in Columns 1 and 2 of Table I, which were reported as 10,079 and 5,348, respectively, due to a clerical error.

	/s/ Alexandra Lumpkin, as attorney-in-fact	09/03/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)