Real REMAX director gets 98K shares in merger

Real REMAX Group Inc. (REAX) reported that director Erik Carlson acquired equity in connection with the closing of the merger among Real REMAX Group Inc., The Real Brokerage Inc., RE/MAX Holdings, Inc., and certain subsidiaries on August 24, 2026.

The filer has since corrected this document, so the figures below are the ones originally reported and some of them may have changed. Read the amended Form 4/A for what the company says now.

Rhea-AI Filing Summary

Real REMAX Group Inc. (REAX) reported that director Erik Carlson acquired equity in connection with the closing of the merger among Real REMAX Group Inc., The Real Brokerage Inc., RE/MAX Holdings, Inc., and certain subsidiaries on August 24, 2026. He received 98,031 shares of common stock as merger consideration for his RE/MAX Holdings common stock after electing the cash alternative, which was prorated so each electing share received $4.33 in cash plus 0.3535 REAX shares. In addition, his RE/MAX time-based and performance-based restricted share units were converted into 770,844 restricted share units of Real REMAX Group Inc. based on an equity exchange ratio of 0.5150 REAX restricted share units for each RE/MAX award share, following a 10-for-1 share consolidation of The Real Brokerage Inc. common shares. No Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

Grant/Award: 868,875 shares

Grant/Award 2 txns

Insider Carlson Erik

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001 per share F1, F2, F5	98,031	--	--
Grant/Award	Common Stock, par value $0.001 per share F3, F4	770,844	--	--

Holdings After Transaction: Common Stock, par value $0.001 per share — 868,875 shares (Direct)

Footnotes (5)

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 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 (a) $4.33 in cash and (b) 0.3535 shares of common stock of the Issuer (after giving effect to the Share Consolidation).
3. F3. 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.
4. F4. 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.
5. F5. The Reporting Person elected to receive the Cash Consideration, which was subject to proration as described in footnote 2.

Key Figures

Common shares acquired as merger consideration: 98,031 shares Restricted share units received: 770,844 restricted share units Cash Consideration per REMAX share (headline election): $13.80 per share +4 more

7 metrics

Common shares acquired as merger consideration 98,031 shares Shares of Real REMAX Group Inc. common stock received by Erik Carlson on August 24, 2026

Restricted share units received 770,844 restricted share units REAX restricted share units issued to replace Erik Carlson’s RE/MAX restricted share units

Cash Consideration per REMAX share (headline election) $13.80 per share Cash alternative for each RE/MAX common share under the Merger Agreement, before proration

Actual cash per share after proration $4.33 per share Cash each REMAX share received when electing the Cash Consideration, after proration

Equity received per REMAX share after proration 0.3535 shares REAX common stock per REMAX share that elected the Cash Consideration

Equity exchange ratio (stock election and RSUs) 0.5150 shares REAX common or restricted share units per REMAX common share or award share

Share Consolidation ratio for The Real Brokerage Inc. 10-for-1 consolidation Each 10 common shares of The Real Brokerage Inc. became 1 share for merger purposes

Key Terms

Arrangement Agreement and Plan of Merger, Share Consolidation, Cash Consideration, proration provisions, +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

"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.

restricted share units financial

"entitled to receive a number of restricted share units of the Issuer"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

performance-based restricted share unit financial

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

FAQ

What insider transactions did Erik Carlson report in this Form 4 for REAX?

Erik Carlson reported acquiring 98,031 shares of common stock of Real REMAX Group Inc. as merger consideration and 770,844 restricted share units that replaced his RE/MAX restricted share units, all effective August 24, 2026, in connection with the completed merger.

How were RE/MAX Holdings (REMAX) common shares converted into REAX equity and cash?

Each REMAX common share was generally entitled to either $13.80 in cash or 0.5150 REAX shares, subject to proration. Shares electing cash ultimately received $4.33 in cash plus 0.3535 REAX shares per share under the merger’s proration provisions.

What share consolidation affected The Real Brokerage Inc. in the REAX merger?

Each issued and outstanding common share of The Real Brokerage Inc. was consolidated on a 10-for-1 basis. After this Share Consolidation, each Real share was converted into the right to receive one share of common stock of Real REMAX Group Inc.

How were Erik Carlson’s RE/MAX restricted share units treated in the REAX transaction?

Each outstanding RE/MAX time-based and performance-based restricted share unit (other than specified exceptions) was canceled and the holder became entitled to REAX restricted share units equal to the RE/MAX award shares multiplied by 0.5150, rounded to the nearest whole share. Carlson received 770,844 such REAX RSUs.

Was Erik Carlson’s REAX Form 4 transaction under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, and the footnotes attribute the transactions to the automatic operation of the Merger Agreement, not to a separate trading plan.

What companies were combined in the August 24, 2026 merger involving REAX?

On August 24, 2026, Real REMAX Group Inc. acquired all issued and outstanding shares of The Real Brokerage Inc. and RE/MAX Holdings, Inc. under an Arrangement Agreement and Plan of Merger, with consideration paid in cash and Real REMAX Group Inc. common stock.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/02/2026 - 09:12 AM Accepted by SEC EDGAR 08/24/2026 - 06:40 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^*

Carlson Erik

(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)

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		98,031(1)(2)(5)	A	(1)(2)(5)	98,031	D
Common Stock, par value $0.001 per share	08/24/2026		A		770,844(3)(4)	A	(3)(4)	868,875	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 (the "Cash Consideration") or (ii) 0.5150 shares of common stock 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 (a) $4.33 in cash and (b) 0.3535 shares of common stock of the Issuer (after giving effect to the Share Consolidation).

3. 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.

4. 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.

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

	/s/ Alexandra Lumpkin, as attorney-in-fact	08/24/2026
	** 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)