Real REMAX director granted 10,079 merger shares
Rhea-AI Filing Summary
Real REMAX Group Inc. (REAX) reports that director Jenkins Norman K. acquired 10,079 shares of common stock on August 24, 2026, as a grant or award in connection with the closing of its merger with The Real Brokerage Inc. and RE/MAX Holdings, Inc.
The amendment corrects a prior clerical error that had shown post-transaction ownership as 13,750 shares; the correct figure is 10,079 shares directly held. The merger included a 10-for-1 share consolidation of Real and provided REMAX stockholders either $13.80 in cash or 0.5150 REAX shares per REMAX share, subject to proration, with cash elections effectively receiving $4.33 plus 0.3535 REAX shares per REMAX share.
Positive
- None.
Negative
- None.
Insider Trade Summary
Grant/Award: 10,079 shares
Grant/Award
1 txn
Insider
Jenkins Norman K.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, par value $0.001 per share F1, F2, F3 | 10,079 | -- | -- |
Holdings After Transaction:
Common Stock, par value $0.001 per share — 10,079 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 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 (i) $4.33 in cash and (ii) 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, which was subject to proration as described in footnote 2.
Key Figures
Shares acquired: 10,079 shares
Post-transaction holdings: 10,079 shares
Share Consolidation ratio: 10-for-1
+5 more
8 metrics
Shares acquired
10,079 shares
Common stock grant/award to director Jenkins Norman K. on August 24, 2026
Post-transaction holdings
10,079 shares
Corrected direct ownership after the August 24, 2026 transaction
Share Consolidation ratio
10-for-1
Each common share of The Real Brokerage Inc. consolidated into one REAX share
Cash Consideration per REMAX share
$13.80
Option for each RE/MAX Holdings Inc. common share before proration
Cash received after proration
$4.33
Per REMAX common share electing the Cash Consideration
Stock consideration (unprorated)
0.5150 shares
REAX common shares per REMAX share as stock alternative
Stock received after proration
0.3535 shares
REAX common shares per REMAX share for cash elections after proration
Effective transaction date
August 24, 2026
Date the issuer acquired all issued and outstanding shares of Real and REMAX
Key Terms
Arrangement Agreement and Plan of Merger, Share Consolidation, Cash Consideration, 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.
Cash Consideration financial
"either (i) $13.80 in cash (the "Cash Consideration") or (ii) 0.5150 shares"
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.
Merger Agreement regulatory
"subject in each case to the proration provisions of the Merger Agreement"
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.
FAQ
What insider transaction did REAX report for director Jenkins Norman K. on this amended Form 4?
The amendment reports that director Jenkins Norman K. acquired 10,079 shares of Real REMAX Group Inc. common stock on August 24, 2026 as a grant or award, and that this is the correct number of shares he owns directly after the transaction.
Why did Real REMAX Group Inc. (REAX) file this Form 4/A amendment?
The amendment was filed to correct a clerical error in the original Form 4, which had reported that Jenkins Norman K. owned 13,750 shares after the transaction. The correct post-transaction holding is 10,079 shares of REAX common stock owned directly.
How did the merger involving REAX, The Real Brokerage Inc., and RE/MAX Holdings Inc. affect Real shares?
Each issued and outstanding common share of The Real Brokerage Inc. was subject to a 10-for-1 Share Consolidation and was then converted into the right to receive one share of Real REMAX Group Inc. common stock under the merger terms.
What consideration did RE/MAX Holdings Inc. stockholders receive in the REAX merger?
Each share of RE/MAX Holdings Inc. common stock was converted into the right to receive either $13.80 in cash or 0.5150 REAX common shares, subject to proration. Cash elections effectively received $4.33 in cash plus 0.3535 REAX shares per REMAX share.
Did the reporting person in the REAX Form 4/A elect cash or stock consideration?
The reporting person, Jenkins Norman K., elected to receive the Cash Consideration for RE/MAX shares, which, after proration, resulted in receiving $4.33 in cash and 0.3535 REAX common shares per REMAX share instead of the full $13.80 cash amount.
Was the REAX insider transaction made under a Rule 10b5-1 trading plan?
No. The filing indicates that the Rule 10b5-1 checkbox is not checked, meaning no Rule 10b5-1 trading plan is reported in connection with this transaction by director Jenkins Norman K.
AI-generated analysis. How Rhea-AI works. Not financial advice.
