Early Warning Report Regarding Disposition of Common Shares by Insight Partners in The Real Brokerage Inc.

Early Warning Report Regarding Disposition of Common Shares by Insight Partners in The Real Brokerage Inc.

TORONTO and NEW YORK, May 19, 2025  /CNW/ - This press release is issued by the following private equity funds managed by Insight Venture Management LLC ("Insight Partners") and indirectly controlled by Insight Holdings Group, LLC: Insight Partners XI, L.P.; Insight Partners (Cayman) XI, L.P.; Insight Partners XI (Co-Investors), L.P.; Insight Partners XI (Co-Investors) (B), L.P.; Insight Partners (Delaware) XI, L.P.; and Insight Partners (EU) XI, S.C.Sp. (collectively with Insight Partners, "Insight Funds"), to report the disposition on May 16, 2025 of  3,733,395 common shares of The Real Brokerage Inc. (NASDAQ: REAX) ("Real" or the "Company"), representing approximately 1.81% of the issued and outstanding common shares of the Company (the "Common Shares"). The Common Shares pursuant to the disposition were sold in an off-market block trade transaction (facilitated by a broker-dealer as agent) for $5.61 (US$4.01) per Common Share for an aggregate cash consideration of approximately $20,927,840.61 (US$14,970,913.95).

Immediately prior to the disposition, Insight Funds had ownership and control of: (i) an aggregate of  34,227,741 Common Shares, (ii) 100,000 options exercisable for 100,000 Common Shares (the "Options") and (iii) 30,945 restricted share units ("RSU's") representing the right to receive 30,945 Common Shares collectively representing approximately 16.65% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the exercise or settlement of all of the Options and RSU's owned or controlled by Insight Funds for Common Shares).

Immediately following the disposition, Insight Funds continues to have ownership and control of: (i) an aggregate of 30,494,346 Common Shares, (ii) 100,000 Options exercisable for 100,000 Common Shares and (iii) 30,945 RSU's representing the right to receive 30,945 Common Shares, collectively representing approximately 14.84% of the issued and outstanding Common Shares on a partially-diluted basis.

Insight Funds sold the Common Shares for investment purposes and may or may not depending on market and other conditions, acquire additional securities of the Company or dispose of some or all of the existing or additional securities Insight Funds hold or will hold, directly or indirectly through market transactions, private agreements, treasury issuances or otherwise. On March 20, 2025, the Insight Funds entered into a 10b5-1 trading plan (the "Plan"), which is intended to satisfy the affirmative defense of Rule 10b5-1(c), for the sale of up to 7,000,000 Common Shares. The first sale of Common Shares will not take place until at least July 18, 2025. The Plan end date is July 18, 2026. Under the Plan, the Insight Funds will relinquish control over the sale transactions. Accordingly, sales under the Plan may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving the Company. Insight Funds currently has no other plans or intentions that relate to its investment in the Company.

This press release is issued pursuant to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instruments 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report with additional information in respect of the foregoing matters will be filed and made available on SEDAR+ under the Company's issuer profile at www.sedarplus.com. To obtain copies of the early warning report, please contact Insight Funds at the details below.

The address of Insight Funds is c/o Insight Venture Management LLC, 1114 Avenue of the Americas, Floor 36, New York, NY, 10036.

The Company's head office is located at 701 Brickell Avenue, 17^th Floor, Miami, Florida 33131.

About Insight Partners

Insight Partners is a global software investor partnering with high-growth technology, software, and Internet startup and ScaleUp companies that are driving transformative change in their industries. As of December 31, 2024, the firm has over $90B in regulatory assets under management. Insight Partners has invested in more than 800 companies worldwide and has seen over 55 portfolio companies achieve an IPO. Headquartered in New York City, Insight has offices in London, Tel Aviv, and the Bay Area. Insight's mission is to find, fund, and work successfully with visionary executives, providing them with tailored, hands-on software expertise along their growth journey, from their first investment to IPO. For more information on Insight and all its investments, visit www.insightpartners.com.

SOURCE Insight Partners