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Real REMAX director awarded 13,750 merger shares

Real REMAX Group Inc. (REAX) reports that director Jenkins Norman K. acquired common stock in connection with the closing of its merger with The Real Brokerage Inc. and RE/MAX Holdings, Inc. on August 24, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Real REMAX Group Inc. (REAX) reports that director Jenkins Norman K. acquired common stock in connection with the closing of its merger with The Real Brokerage Inc. and RE/MAX Holdings, Inc. on August 24, 2026. He received 13,750 shares of REAX common stock as equity consideration for RE/MAX Holdings shares for which he elected cash consideration that was subject to proration, resulting instead in a mix of cash and stock. He also received 5,348 shares of REAX common stock upon cancellation of certain RE/MAX Holdings restricted stock units, which converted into REAX shares and accrued cash dividend equivalents under the merger terms. These are grant/award acquisitions, not open-market purchases, and no Rule 10b5-1 trading plan is reported.

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Insider Jenkins Norman K.
Role Director
Type Security Shares Price Value
Grant/Award Common Stock, par value $0.001 per share F1, F2, F4 13,750 -- --
Grant/Award Common Stock, par value $0.001 per share F3 5,348 -- --
Holdings After Transaction: Common Stock, par value $0.001 per share — 19,098 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 (i) $4.33 in cash and (ii) 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 as stock consideration 13,750 shares REAX common stock received by Jenkins Norman K. for RE/MAX Holdings shares on August 24, 2026
Shares acquired from RSU conversion 5,348 shares REAX common stock received from specified RE/MAX restricted stock units under the merger
Cash Consideration per RE/MAX share $13.80 per share Elective cash consideration alternative for each RE/MAX Holdings common share before proration
Adjusted cash and stock mix per cash-election share $4.33 and 0.3535 shares Per RE/MAX Holdings share that elected cash consideration after proration
Stock consideration exchange ratio 0.5150 shares REAX common shares per RE/MAX Holdings share for stock consideration and Specified RSUs
Real Brokerage share consolidation ratio 10-for-1 Each Real Brokerage common share consolidated 10-for-1 before converting into one REAX share
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
"was converted into the right to receive either (i) $13.80 in cash (the "Cash Consideration")"
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.
Specified RSU financial
"each Specified RSU (as defined in the Merger Agreement), whether vested or unvested"
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 Jenkins Norman K. report on August 24, 2026?

On August 24, 2026, Jenkins Norman K. reported acquiring 13,750 shares of Real REMAX Group Inc. common stock as proration-adjusted consideration for RE/MAX Holdings shares and 5,348 shares from conversion of certain RE/MAX restricted stock units under the merger agreement.

Was the REAX Form 4 for Jenkins Norman K. a market buy or sell?

No market buy or sell occurred. The Form 4 for REAX shows grant/award acquisitions of common stock issued as part of merger consideration and RSU conversion, rather than open-market purchases or sales.

How many REAX shares did Jenkins Norman K. receive as merger consideration?

Jenkins Norman K. received 13,750 shares of Real REMAX Group Inc. common stock as stock consideration for his RE/MAX Holdings shares, after electing cash consideration that was subject to proration under the merger agreement.

How many REAX shares did Jenkins Norman K. receive from RSU conversion in the REAX merger?

From conversion of specified RE/MAX Holdings restricted stock units, Jenkins Norman K. received 5,348 shares of Real REMAX Group Inc. common stock, plus cash equal to any accrued but unpaid dividend equivalents, as provided under the merger agreement.

What were the key exchange and cash terms for RE/MAX Holdings shares in the REAX transaction?

Each RE/MAX Holdings share could receive 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 RE/MAX share after proration.

Did the REAX insider transactions use a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan was used. The reported acquisitions arose automatically from the merger closing and RSU conversion, not from a pre-arranged trading plan.

How were Real Brokerage Inc. shares treated in the Real REMAX Group Inc. merger?

Each common share of The Real Brokerage Inc. was consolidated on a 10-for-1 basis and then converted into the right to receive one REAX common share, under the share consolidation and merger terms.

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Learn about SEC filing dates
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*
Jenkins Norman K.

(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 share08/24/2026A13,750(1)(2)(4)A(1)(2)(4)13,750D
Common Stock, par value $0.001 per share08/24/2026A5,348(3)A(3)19,098D
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 (i) $4.33 in cash and (ii) 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)