Carlson W. Erik 的 Form 4/A 修正申報
修正Real REMAX Group Inc.（REAX），2026/9/3 申報
- 申報編號
- 0001104659-26-105168
- 申報時間
- 2026/9/3 21:53 ET
- 交易日
- 2026/8/24
- 申報延遲
- 10 天
- 10b5-1 計畫
- 沒有勾選
- 原始申報日
- 2026/8/24
這份申報列了 1 筆非衍生性交易、5 筆衍生性交易。交易後 10 天申報。
這份修正申報取代了 0001104659-26-100427（2026/8/24 申報）。
申報人
一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。
| 申報人 | 與公司的關係 |
|---|---|
| Carlson W. ErikCIK 0001426816 | 董事 |
非衍生性證券（表 I）
普通股等股票的取得與處分，每一列是申報上的一筆。
衍生性證券（表 II）
選擇權、認股權證、限制型股票單位等。股數是標的股票的股數；單價與金額是衍生證券本身的價格，交易後持有是衍生證券的單位數。
| 交易日 | 證券 | 交易 | 標的股數 | 單價 | 金額 | 交易後持有 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2026/8/24 | Common Stock, par value $0.001 per share | A公司授予取得 | +33,227 | –F4 | – | 33,227 | 直接 | |
| 2026/8/24 | Common Stock, par value $0.001 per share | A公司授予取得 | +87,864 | –F4 | – | 87,864 | 直接 | |
| 2026/8/24 | Common Stock, par value $0.001 per share | A公司授予取得 | +184,221 | –F4 | – | 184,221 | 直接 | |
| 2026/8/24 | Common Stock, par value $0.001 per share | A公司授予取得 | +112,465 | –F8 | – | 112,465 | 直接 | |
| 2026/8/24 | Common Stock, par value $0.001 per share | A公司授予取得 | +184,221 | –F8 | – | 184,221 | 直接 |
附註與備註
本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。
- 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, 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.
表 I 有 1 筆交易的價格引用這則附註。
- 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 (a) $4.33 in cash and (b) 0.3535 shares of common stock of the Issuer (after giving effect to the Share Consolidation).
表 I 有 1 筆交易的價格引用這則附註。
- F3
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.
表 I 有 1 筆交易的價格引用這則附註。
- F4
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.
表 II 有 3 筆交易的價格引用這則附註。
- F5
Represents time-based restricted share units of the Issuer which vest on March 1, 2027.
- F6
Represents time-based restricted share units of the Issuer which vest in two equal annual installments beginning on March 1, 2027.
- F7
Represents time-based restricted share units of the Issuer which vest in three equal annual installments beginning on March 1, 2027.
- F8
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.
表 II 有 2 筆交易的價格引用這則附註。
- F9
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.
- F10
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.
備註
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.