Real REMAX director granted 14,430 merger shares

Amended Form 4 for a REAX director cleans up clerical errors and confirms merger-related equity awards with no reported share sales.

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) director Cathleen C. Raffaeli reported two acquisitions of common stock on August 24, 2026, totaling 14,430 shares, recorded as grants or awards tied to the closing of the company’s merger with The Real Brokerage Inc. and RE/MAX Holdings, Inc. An amended Form 4 corrects clerical errors in previously reported post-transaction share holdings and removes inapplicable footnotes.

Insider Trade Summary

Grant/Award: 14,430 shares

Grant/Award 2 txns

Insider RAFFAELI C CATHLEEN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001 per share F1, F3	9,082	--	--
Grant/Award	Common Stock, par value $0.001 per share F2	5,348	--	--

Holdings After Transaction: Common Stock, par value $0.001 per share — 14,430 shares (Direct)

Footnotes (3)

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 or (ii) 0.5150 shares of common stock, par value $0.001, of the Issuer (the "Stock Consideration") (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 Specified RSU (as defined in the Merger Agreement), whether vested or unvested, was canceled and extinguished, and the holders thereof were entitled to receive (subject to any applicable withholding) a number of shares of common stock of the Issuer, rounded to the nearest whole share, equal to (x) the product of (i) the number of shares of REMAX Common Stock subject to such Specified RSU, multiplied by (ii) 0.5150, and (y) an amount in cash equal to any accrued but unpaid dividend equivalents with respect to such Specified RSU.
3. F3. The Reporting Person received the Stock Consideration (after giving effect to the Share Consolidation).

Key Figures

Shares acquired (grant 1): 9,082 shares Shares acquired (grant 2): 5,348 shares Total shares acquired: 14,430 shares +5 more

8 metrics

Shares acquired (grant 1) 9,082 shares Non-derivative grant/award of REAX common stock on August 24, 2026

Shares acquired (grant 2) 5,348 shares Second non-derivative grant/award of REAX common stock on August 24, 2026

Total shares acquired 14,430 shares Sum of both non-derivative grants reported for August 24, 2026

Share consolidation ratio 10-for-1 Each common share of The Real Brokerage Inc. consolidated 10-for-1 under the Merger Agreement

Cash election per RE/MAX share $13.80 Cash consideration alternative for each RE/MAX Common Stock share in the merger

Stock consideration per RE/MAX share 0.5150 shares REAX common stock received per RE/MAX Common Stock share, subject to proration

Erroneous post-transaction holding figure 1 4,508 shares Incorrect post-transaction ownership previously reported and now corrected

Erroneous post-transaction holding figure 2 30,842 shares Second incorrect post-transaction ownership figure previously reported and now corrected

Key Terms

Arrangement Agreement and Plan of Merger, Share Consolidation, Specified RSU, Stock Consideration, +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.

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.

Specified RSU financial

"Pursuant to the Merger Agreement, each Specified RSU (as defined in the Merger Agreement)"

Stock Consideration financial

"each issued and outstanding share of common stock of REMAX was converted into the right to receive either $13.80 in cash or 0.5150 shares of common stock"

Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.

Merger Agreement regulatory

"Pursuant to the Merger Agreement, each Specified RSU ... was canceled and extinguished"

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the amended Form 4 for REAX disclose about Cathleen Raffaeli’s transactions?

The amended Form 4 reports that director Cathleen C. Raffaeli received two grants totaling 14,430 REAX common shares on August 24, 2026, as non-derivative acquisitions. It also corrects previously misreported post-transaction holdings and deletes inapplicable footnotes from the original filing.

How many REAX shares did Cathleen Raffaeli acquire in this Form 4/A?

Cathleen C. Raffaeli is reported to have acquired 9,082 shares of REAX common stock in one grant and 5,348 shares in a second grant, both dated August 24, 2026, for a total of 14,430 shares acquired as non-derivative awards.

Why is this REAX Form 4 being amended?

The amendment states it is filed to delete two inapplicable footnotes and to correct the number of shares owned by the reporting person after the transaction, which had been erroneously reported as 4,508 and 30,842 shares due to a clerical error.

Are Cathleen Raffaeli’s REAX share acquisitions related to the Real–REMAX merger?

Yes. Footnotes state the shares represent Stock Consideration and settlement of Specified RSUs under the April 26, 2026 Merger Agreement, in which Real REMAX Group Inc. acquired all issued and outstanding shares of The Real Brokerage Inc. and RE/MAX Holdings, Inc.

Were any REAX shares sold by Cathleen Raffaeli in this Form 4/A?

No. The transactions are both coded as “A”, described as a grant, award, or other acquisition of common stock. The structured data report no sales, gifts, or derivative exercises in this amended Form 4.

Was a Rule 10b5-1 trading plan used for these REAX transactions?

No. The filing’s Rule 10b5-1 checkbox is not checked, and there is no footnote indicating that the August 24, 2026 equity awards to Cathleen C. Raffaeli were effected under a Rule 10b5-1 or similar pre-arranged trading plan.

What consideration did RE/MAX Holdings shareholders receive in the REAX merger?

According to the Merger Agreement description, each share of RE/MAX Common Stock was converted into either $13.80 in cash or 0.5150 REAX common shares, subject to proration provisions, after giving effect to a 10-for-1 share consolidation of The Real Brokerage Inc. shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 09:52 PM EDT Accepted by SEC EDGAR 09/03/2026 - 09:52 PM EDT 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^*

RAFFAELI C CATHLEEN

(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)

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

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		9,082(1)(3)	A	(1)(3)	9,082	D
Common Stock, par value $0.001 per share	08/24/2026		A		5,348(2)	A	(2)	14,430	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

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 or (ii) 0.5150 shares of common stock, par value $0.001, of the Issuer (the "Stock Consideration") (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 Specified RSU (as defined in the Merger Agreement), whether vested or unvested, was canceled and extinguished, and the holders thereof were entitled to receive (subject to any applicable withholding) a number of shares of common stock of the Issuer, rounded to the nearest whole share, equal to (x) the product of (i) the number of shares of REMAX Common Stock subject to such Specified RSU, multiplied by (ii) 0.5150, and (y) an amount in cash equal to any accrued but unpaid dividend equivalents with respect to such Specified RSU.

3. The Reporting Person received the Stock Consideration (after giving effect to the Share Consolidation).

Remarks:

This amendment is being filed to amend the Form 4 filed on August 24, 2026, to (i) delete footnotes 2 and 4, which were not applicable to the reported transaction, and (ii) correct the number of shares of common stock of the Issuer owned by the Reporting Person following the reported transaction in Columns 1 and 2 of Table I, which were reported as 4,508 and 30,842, 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)