Real REMAX director acquires merger-linked shares
Real REMAX Group Inc. (REAX) reported that director Cathleen C. Raffaeli acquired company common stock on August 24, 2026 in connection with the closing of a merger.
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Form Type
4
Rhea-AI Filing Summary
Real REMAX Group Inc. (REAX) reported that director Cathleen C. Raffaeli acquired company common stock on August 24, 2026 in connection with the closing of a merger. She received 4,508 shares as a stock component of the proration-adjusted cash election for RE/MAX Holdings, Inc. common stock and 30,842 shares from the conversion of specified RSUs into REAX common shares under the Merger Agreement. No Rule 10b5-1 trading plan is reported.
Insider Trade Summary
Grant/Award: 35,350 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, F2, F4 | 4,508 | -- | -- |
| Grant/Award | Common Stock, par value $0.001 per share F3 | 30,842 | -- | -- |
Holdings After Transaction:
Common Stock, par value $0.001 per share — 35,350 shares (Direct)
Footnotes (4)
- 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.
- 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. 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.
- F4. The Reporting Person elected to receive the Cash Consideration, which was subject to proration as described in footnote 2.
Key Figures
Shares acquired via cash election proration: 4,508 shares
Shares acquired via Specified RSU conversion: 30,842 shares
Cash Consideration per REMAX share: $13.80 per share
+4 more
7 metrics
Shares acquired via cash election proration
4,508 shares
Real REMAX Group Inc. common stock acquired by Cathleen C. Raffaeli on August 24, 2026
Shares acquired via Specified RSU conversion
30,842 shares
REAX common stock received from conversion of Specified RSUs on August 24, 2026
Cash Consideration per REMAX share
$13.80 per share
Option for each REMAX common share under the Merger Agreement before proration
Post-proration cash component
$4.33 per share
Cash received for each REMAX share electing Cash Consideration after proration
Stock Consideration ratio
0.5150 shares
REAX shares per REMAX share for stock election (after share consolidation)
Post-proration stock component
0.3535 shares
REAX shares per REMAX share for cash election after proration
Real share consolidation ratio
10-for-1
Each 10 common shares of Real Brokerage Inc. consolidated into 1 prior to REAX conversion
Key Terms
Arrangement Agreement and Plan of Merger, Share Consolidation, proration provisions, Cash Consideration, +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.
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.
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.
Specified RSU financial
"each Specified RSU (as defined in the Merger Agreement), whether vested or unvested, was canceled"
dividend equivalents financial
"cash equal to any accrued but unpaid dividend equivalents with respect to such Specified RSU"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did REAX director Cathleen C. Raffaeli report on this Form 4?
Raffaeli reported two acquisitions of Real REMAX Group Inc. common stock on August 24, 2026: 4,508 shares tied to her cash election for RE/MAX Holdings stock and 30,842 shares from the conversion of specified RSUs under the Merger Agreement.
What happened to specified RSUs in the REMAX and REAX merger transaction?
Each Specified RSU was canceled, and holders became entitled to REAX shares and cash. The share number equaled the RSU’s REMAX share count multiplied by 0.5150, plus cash equal to accrued but unpaid dividend equivalents, resulting in Raffaeli’s 30,842-share acquisition.
AI-generated analysis. How Rhea-AI works. Not financial advice.
