| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Real REMAX Group Inc. [ REAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/24/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 4,508(1)(2)(4) | A | (1)(2)(4) | 4,508 | D | |||
| Common Stock, par value $0.001 per share | 08/24/2026 | A | 30,842(3) | A | (3) | 35,350 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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-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. | ||