Insight Partners and affiliated entities disclosed joint beneficial ownership of common shares of Real Brokerage Inc (REAX), totaling 28,698,997 shares, representing 13.8% of the outstanding class based on ~208,121,000 shares as of June 30, 2025. The filing lists multiple related reporting persons across Cayman, Delaware and Luxembourg entities and describes the ownership split between sole and shared voting/dispositive power (all reported as 0 sole and 28,698,997 shared).
The report is a Schedule 13G/A amendment signed on 08/14/2025 and includes a joint filing agreement (Exhibit 99.1). The cover pages show individual holdings of the affiliated funds and entities that aggregate to the totals reported.
Positive
Material ownership disclosed: Aggregate beneficial ownership of 28,698,997 shares (13.8%) is explicitly reported.
Transparent entity breakdown: Individual holdings by Insight entities (e.g., 27,031,391 by Insight Associates XI entities; 13,017,048 by Insight Partners (Cayman) XI) are provided.
Joint filing agreement included: Exhibit 99.1 documents the coordinated filing among reporting persons.
Negative
None.
Insights
TL;DR: Insight-related entities disclosed a material 13.8% stake (28.7M shares) in REAX, a significant passive ownership position requiring public disclosure.
The filing documents that Insight Holdings Group, LLC and multiple Insight funds and affiliates collectively hold 28,698,997 common shares, representing 13.8% of the ~208.1M share class reported as of June 30, 2025. All reported shares are held with shared voting and dispositive power; no sole voting or dispositive power is reported. The Schedule 13G/A format and joint filing exhibit indicate a coordinated, passive ownership disclosure rather than an active solicitation intent.
TL;DR: The disclosure clarifies ownership structure across multiple Insight entities and attaches a joint filing agreement, aiding transparency on group holdings.
The report identifies each reporting person, their jurisdiction, and per-entity share counts (for example, Insight Associates XI entities reporting 27,031,391 shares and Insight Partners (Cayman) XI reporting 13,017,048 shares). The filing states the basis for the percent calculation referencing the issuer's Form 6-K. Exhibit 99.1 (joint filing agreement) is included to document the coordinated filing approach.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Real Brokerage Inc
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
75585H206
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Holdings Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
28,698,997.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,698,997.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,698,997.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
13.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Partners (Cayman) XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,017,048.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,017,048.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,017,048.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Partners (Delaware) XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,662,053.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,662,053.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,662,053.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Partners (EU) XI, S.C.Sp.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LUXEMBOURG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,543,910.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,543,910.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,543,910.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Partners XI (Co-Investors) (B), L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
272,701.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
272,701.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
272,701.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Partners XI (Co-Investors), L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
197,851.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
197,851.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
197,851.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Partners XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,881,738.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,881,738.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,881,738.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Associates XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,031,391.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,031,391.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,031,391.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
13 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Associates XI, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,031,391.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,031,391.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,031,391.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
13 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Associates (EU) XI, S.a.r.l.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LUXEMBOURG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,543,910.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,543,910.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,543,910.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
SCHEDULE 13G
CUSIP No.
75585H206
1
Names of Reporting Persons
Insight Venture Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
123,696.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
123,696.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
123,696.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Amounts in Rows (6), (8) and (9) include 32,751, 60,000 and 30,945 Common Shares issued upon the settlement of restricted share units ("RSUs") on January 25, 2023, March 17, 2024 and May 31, 2025, respectively; excludes 34,965 Common Shares issuable upon the settlement of RSUs that vest on May 30, 2026.
The percentage in Row (11) is based upon approximately 208,121,000 Common Shares of the Issuer outstanding as of June 30, 2025, as reported on Form 6-K of the Issuer filed with the U.S. Securities and Exchange Commission on August 7, 2025.
This Statement is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): (i) Insight Partners (Cayman) XI, L.P., a Cayman Islands exempted limited partnership ("Cayman XI"), (ii) Insight Partners (Delaware) XI, L.P., a Delaware limited partnership ("Delaware XI"), (iii) Insight Partners XI (Co-Investors) (B), L.P., a Cayman Islands exempted limited partnership ("Co-Investors XI B"), (iv) Insight Partners XI (Co-Investors), L.P., a Cayman Islands exempted limited partnership ("Co-Investors XI"), (v) Insight Partners XI, L.P., a Cayman Islands exempted limited partnership ("IP XI" and, together with Cayman XI, Delaware XI, Co-Investors XI B and Co-Investors XI, the "Fund XI Entities"), (vi) Insight Associates XI, L.P., a Cayman Islands exempted limited partnership ("IA XI LP"), (vii) Insight Associates XI, Ltd., a Cayman Islands exempted company ("IA XI Ltd") (viii) Insight Partners (EU) XI, S.C.Sp., a Luxembourg special limited partnership ("EU XI" and, together with the Fund XI Entities, the "XI Funds"), (ix) Insight Associates (EU) XI, S.a.r.l., a Luxembourg limited liability company ("IA EU XI"), (x) Insight Venture Management, LLC, a Delaware limited liability company ("IVM") and (xi) Insight Holdings Group, LLC, a Delaware limited liability company ("Holdings").
The general partner of each of the Fund XI Entities is IA XI LP, whose general partner is IA XI Ltd. The general partner of EU XI is IA EU XI . The sole shareholder of IA XI Ltd, IA EU XI and IVM is Holdings.
(b)
Address or principal business office or, if none, residence:
The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Partners,1114 Avenue of the Americas, 36th Floor, New York, New York 10036.
(c)
Citizenship:
See Item 2(a).
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
75585H206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
(b)
Percent of class:
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As the general partner of the Fund XI Entities, IA XI LP may be deemed to beneficially own all 27,031,391 Common Shares held directly by the Fund XI Entities. As the general partner of IA XI LP, IA XI Ltd may be deemed to beneficially own all 27,031,391 Common Shares held directly by the Fund XI Entities. As the general partner of EU XI, IA EU XI may be deemed to beneficially own all 1,543,910 Common Shares held directly by EU XI. As the sole shareholder of IA XI Ltd, IA EU XI and IVM, Holdings may be deemed to beneficially own all 27,031,391 Common Shares held directly by the Fund XI Entities, all 1,543,910 Common Shares held directly by EU XI and all 123,696 Common Shares held directly by IVM. The foregoing is not an admission by IA XI LP, IA XI Ltd, IA EU XI or Holdings that it is the beneficial owner of the shares held of record by IVM, the Fund XI Entities or IA EU XI, nor is it an admission by any of Fund XI Entities or EU XI that it is the beneficial owner of any Common Shares held by the other of the Fund XI Entities or EU XI.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a "group" for purposes of Rule 13d-5 or for any other purpose.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Insight Holdings Group, LLC
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Holdings Group, LLC
Date:
08/14/2025
Insight Partners (Cayman) XI, L.P.
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Partners (Cayman) XI, L.P.
Date:
08/14/2025
Insight Partners (Delaware) XI, L.P.
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Partners (Delaware) XI, L.P.
Date:
08/14/2025
Insight Partners (EU) XI, S.C.Sp.
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Partners (EU) XI, S.C.Sp.
Date:
08/14/2025
Insight Partners XI (Co-Investors) (B), L.P.
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Partners XI (Co-Investors) (B), L.P.
Date:
08/14/2025
Insight Partners XI (Co-Investors), L.P.
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Partners XI (Co-Investors), L.P.
Date:
08/14/2025
Insight Partners XI, L.P.
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Partners XI, L.P.
Date:
08/14/2025
Insight Associates XI, L.P.
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Associates XI, L.P.
Date:
08/14/2025
Insight Associates XI, Ltd.
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Associates XI, Ltd.
Date:
08/14/2025
Insight Associates (EU) XI, S.a.r.l.
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Associates (EU) XI, S.a.r.l.
Date:
08/14/2025
Insight Venture Management, LLC
Signature:
/s/ Andrew Prodromos
Name/Title:
Insight Venture Management, LLC
Date:
08/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
