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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.

Filing Impact
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Filing Sentiment
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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.

Positive

  • None.

Negative

  • None.
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)
  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 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.
  4. F4. The Reporting Person elected to receive the Cash Consideration, which was subject to proration as described in footnote 2.
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
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.
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

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.

How were RE/MAX Holdings (REMAX) shares converted into REAX shares in the merger?
Each REMAX share was converted into either $13.80 in cash or 0.5150 REAX shares, subject to proration. Due to proration, each share that elected cash actually received $4.33 plus 0.3535 REAX shares after the share consolidation.

What consideration did Cathleen C. Raffaeli elect for her REMAX shares in the REAX transaction?
Raffaeli elected the Cash Consideration of $13.80 per REMAX share, which was subject to proration. As a result of proration, each such share instead received $4.33 in cash and 0.3535 REAX shares, contributing to her 4,508-share stock acquisition.

How were Real Brokerage Inc. (Real) shares treated in the Real REMAX Group Inc. merger?
Each issued and outstanding common share of Real was consolidated on a 10-for-1 basis and then converted into the right to receive one REAX common share. This occurred under the Arrangement Agreement and Plan of Merger effective August 24, 2026.

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.

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SEC Form 4
FORM 4UNITED 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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.001 per share08/24/2026A4,508(1)(2)(4)A(1)(2)(4)4,508D
Common Stock, par value $0.001 per share08/24/2026A30,842(3)A(3)35,350D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 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.
4. 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-fact08/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR