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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number: 001-40442
THE REAL BROKERAGE INC.
(Registrant)
701 Brickell Avenue, 17th Floor
Miami, Florida, 33131 USA
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Material Change Report dated June 9, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE REAL BROKERAGE INC. | ||
| (Registrant) | ||
| Date June 9, 2025 | By | /s/ Alexandra Lumpkin |
| Alexandra Lumpkin | ||
| Chief Legal Officer | ||
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 — Name and Address of Company
The Real Brokerage Inc. (the “Company” or “Real”)
701 Brickell Avenue, 17th Floor
Miami, Florida, 33131 USA
Item 2 — Date of Material Change
May 30, 2025
Item 3 — News Release
The Company disseminated a news release via Business Wire on May 30, 2025 in respect of the material change.
Item 4 — Summary of Material Change
The Company announced a new share repurchase program, whereby the Company may acquire common shares of the Company (“Common Shares”) for up to the lesser of $150 million in aggregate value or 35 million Common Shares.
Item 5 — Full Description of Material Change
5.1 — Full Description of Material Change
The Company announced a new share repurchase program, whereby the Company may acquire Common Shares for up to the lesser of $150 million in aggregate value or 35 million Common Shares.
The timing and total amount of repurchases will depend upon market conditions and may be made from time to time in open market purchases. This program has no termination date provided it continues to comply with exemptions from the issuer bid requirements of applicable Canadian securities laws at the applicable time. The program may be suspended or discontinued at any time and does not obligate the Company to acquire any amount of Common Shares.
5.2 — Disclosure for Restructuring Transactions
Not applicable.
Item 6 — Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 — Omitted Information
Not applicable.
Item 8 — Executive Officer
Ravi Jani
Chief Financial Officer
Tel: 908.280.2515
Item 9 — Date of Report
June 9, 2025
Forward-Looking Statements
Some of the statements in this report are “forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the stock repurchase authorization. These forward-looking statements are subject to risks, uncertainties and assumptions, including the risk that no shares are repurchased. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements. They include the risks discussed under the heading “Risk Factors” in the Company’s Annual Information Form dated March 6, 2025, and “Risks and Uncertainties” in the Company’s Quarterly Management’s Discussion and Analysis for the period ended March 31, 2025, copies of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca. It is not possible for management to predict all the possible risks that could affect Real or to assess the impact of all possible risks on Real’s business.