| 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)
(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)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 08/24/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/24/2026 |
| 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 | 119,556(1)(2)(3) | A | (1)(2)(3) | 119,556 | D | |||
| 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 | ||||||||
| Restricted Share Unit | (4) | 08/24/2026 | A | 33,227(5) | (4)(5) | (4)(5) | Common Stock, par value $0.001 per share | 33,227 | (4) | 33,227 | D | ||||
| Restricted Share Unit | (4) | 08/24/2026 | A | 87,864(6) | (4)(6) | (4)(6) | Common Stock, par value $0.001 per share | 87,864 | (4) | 87,864 | D | ||||
| Restricted Share Unit | (4) | 08/24/2026 | A | 184,221(7) | (4)(7) | (4)(7) | Common Stock, par value $0.001 per share | 184,221 | (4) | 184,221 | D | ||||
| Restricted Share Unit | (8) | 08/24/2026 | A | 112,465(9) | (8)(9) | (8)(9) | Common Stock, par value $0.001 per share | 112,465 | (8) | 112,465 | D | ||||
| Restricted Share Unit | (8) | 08/24/2026 | A | 184,221(10) | (8)(10) | (8)(10) | Common Stock, par value $0.001 per share | 184,221 | (8) | 184,221 | D | ||||
| 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, par value $0.001, 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. The Reporting Person elected to receive the Cash Consideration with respect to 144,040 shares of REMAX Common Stock, which was subject to proration as described in footnote 2. |
| 4. Pursuant to the Merger Agreement, each outstanding time-based restricted share unit of REMAX (other than a Specified RSU (as defined in the Merger Agreement)), whether vested or unvested, was canceled and extinguished, and the holders thereof were entitled to receive a number of restricted share units of the Issuer, rounded to the nearest whole share, equal to the product of (i) the number of shares of REMAX Common Stock subject to such Specified RSU, multiplied by (ii) 0.5150. |
| 5. Represents time-based restricted share units of the Issuer which vest on March 1, 2027. |
| 6. Represents time-based restricted share units of the Issuer which vest in two equal annual installments beginning on March 1, 2027. |
| 7. Represents time-based restricted share units of the Issuer which vest in three equal annual installments beginning on March 1, 2027. |
| 8. Pursuant to the Merger Agreement, each outstanding performance-based restricted share unit of REMAX (a "REMAX PSU") (other than a REMAX Specified PSU (as defined in the Merger Agreement)), whether vested or unvested, was cancelled and extinguished, and the holders thereof were entitled to receive a number of restricted share units of the Issuer, rounded to the nearest whole share, equal to the product of (i) the number of shares of REMAX Common Stock subject to such REMAX PSU (with such number of shares being based on the attainment of the applicable performance in accordance with the terms of the applicable award agreement), multiplied by (ii) 0.5150. |
| 9. Represents restricted share units of the Issuer will vest, if at all, following the performance period ending December 31, 2027. The number set forth above is the target amount. |
| 10. Represents restricted share units of the Issuer will vest, if at all, following the performance period ending December 31, 2028. The number set forth above is the target amount. |
| Remarks: |
| This amendment is being filed to amend the Form 4 filed on August 24, 2026, to (i) report restricted share units of the Issuer, initially reported on Table I, on Table II and (ii) correct the number of shares of common stock and restricted share units of the Issuer owned by the Reporting Person following the reported transactions in Columns 1 and 2 of Table I, which were reported as 98,031 and 770,844, respectively, due to a clerical error. |
| /s/ Alexandra Lumpkin, as attorney-in-fact | 09/03/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||