Sec Form 3 Filing - Rose Laurence @ Real REMAX Group Inc. - 2026-08-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Rose Laurence
2. Issuer Name and Ticker or Trading Symbol
Real REMAX Group Inc. [ REAX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O REAL REMAX GROUP INC., 701 BRICKELL AVE., 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/24/2026
(Street)
MIAMI, FL33131
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11,269 ( 1 ) ( 2 ) ( 3 ) D
Common Stock, par value $0.001 per share 100,129 ( 1 ) ( 2 ) ( 4 ) I See Footnote ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Options $ 0.77 ( 5 ) 04/18/2028 Common Stock, par value $0.001 per share 10,063 ( 1 ) ( 6 ) D
Stock Options $ 10.13 ( 5 ) 01/27/2031 Common Stock, par value $0.001 per share 10,000 ( 1 ) ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rose Laurence
C/O REAL REMAX GROUP INC.
701 BRICKELL AVE., 17TH FLOOR
MIAMI, FL33131
X
Signatures
/s/ Alexandra Lumpkin, as attorney-in-fact 08/24/2026
Signature of Reporting Person Date
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 (each, a "Real Common Share") 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 was converted into the right to receive either (i) $13.80 in cash 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 )Pursuant to the Merger Agreement, each restricted share unit of Real ("Real RSU") was exchanged for a restricted share unit of the Issuer entitling the holder to receive the same number of shares of common stock of the Issuer (or cash equivalent) as the number of Real Common Shares (or cash equivalent) the holder was entitled to receive following the Share Consolidation (rounded down to the nearest whole share).
( 3 )Includes (i) 3,497 shares of common stock of the Issuer and (ii) restricted share units of the Issuer which, subject to vesting, represents the right to receive, at settlement, 7,772 shares of common stock of the Issuer.
( 4 )Reflects shares of common stock of the Issuer held by Matchpoint Capital Inc., a company beneficially owned by the Reporting Person.
( 5 )Fully vested.
( 6 )Pursuant to the terms of the Merger Agreement, each option to purchase Real Common Shares ("Real Options") was exchanged for the option to acquire the same number of shares of common stock of the Issuer as the number of Real Common Shares the holder was entitled to acquire following the Share Consolidation (rounded down to the nearest whole share), with an exercise price per share equal to the exercise price per Real Common Share immediately following the Share Consolidation.

Remarks:
See attached Exhibit 24 - Power of Attorney.

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