The Real Brokerage Inc 2025 Annual Report

FORM 40-F ☐Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or ☒Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-40442 The Real Brokerage Inc. (Exact name of Registrant as specified in its charter) N/A(Translation of Registrant’s name into English (if applicable)) British Columbia, Canada7370(Province or other jurisdiction of(Primary Standard Industrial(I.R.S. Employer Cogency Global Inc.122 East 42nd Street, 18th FloorNew York, NY 101681-800-221-0102 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None For annual reports, indicate by check mark the information filed with this Form: ☒Audited annual financial statements ☒Annual information form Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the periodcovered by the annual report: 210,478,399 outstanding as of December 31, 2025. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. ☐Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ EXPLANATORY NOTE The Real Brokerage Inc. is a “foreign private issuer” as defined in Rule 3b-4 under Securities Exchange Act of 1934, as amended (the“Exchange Act”), and is a Canadian issuer eligible to file its annual report (“Annual Report”) pursuant to Section 13 of the ExchangeAct on Form 40-F pursuant to the multi-jurisdictional disclosure system (the “MJDS”) adopted by the United States Securities andExchange Commission (the “SEC”). The Company’s common shares are listed in the United States on the Nasdaq Capital Market(“NASDAQ”) under the trading symbol “REAX.” In this Annual Report, references to “we,” “our,” “us,” the “Registrant,” the “Company,” or “Real Brokerage,” mean The RealBrokerage Inc. unless the context suggests otherwise. FORWARD LOOKING STATEMENTS The exhibits incorporated by reference into this Annual Report of the Registrant contain forward-looking statements. These statementsmay constitute “forward-looking information” and “forward-looking statements” under applicable Canadian and United Statessecuritieslaws(collectively,“forward-looking statements”).These forward-looking statements typically include the words“anticipate,” “believe,” “consider,” “estimate,” “expect,” “forecast,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,”“strategy,” “target,” “outlook,” “will,” “should,” “could” or similar expressions, including statements expressed in future tense.Forward-looking statements contained herein or incorporated by reference may include opinions or beliefs regarding marketconditions and similar matters. In many instances, those opinions and beliefs are based upon general observations by members of our ●the Company’s capital and organizational structure;●the Company’s expected working capital;●the Company’s business plans and strategies including targets for future growth;●the development of the Company’s business, including expectations regarding the growth