RMAX exec logs equity grants, tax share withholdings

RE/MAX Holdings, Inc. President of Mortgage Services Victor Stephen Lombardo reported multiple equity compensation transactions in Class A common stock.

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. President of Mortgage Services Victor Stephen Lombardo reported multiple equity compensation transactions in Class A common stock. On February 27, 2026, he received a grant of 16,923 shares and had 4,888 shares withheld as a tax-withholding disposition. On March 1, 2026, he reported two separate grant or award acquisitions of 69,901 shares each at no cost. On March 2, 2026, he had a further 7,187 shares withheld to satisfy tax liabilities. Footnotes indicate part of his 2025 bonus was paid in equity and that his holdings include significant restricted stock units that vest over time, including performance-based RSUs tied to results from January 1, 2026 through December 31, 2028.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Lombardo Victor Stephen

Role President of Mortgage Services

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	7,187	$6.29	$45K
Grant/Award	Class A Common Stock	69,901	$0.00	$0.00
Grant/Award	Class A Common Stock	69,901	$0.00	$0.00
Grant/Award	Class A Common Stock	16,923	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	4,888	$6.45	$32K

Holdings After Transaction: Class A Common Stock — 219,700 shares (Direct)

Footnotes (8)

1. F1. Represents shares of RMAX Class A common stock issued for the portion of the 2025 bonus that was paid in equity.
2. F2. Includes 75,000 restricted stock units ("RSUs").
3. F3. Represents shares of Class A common stock withheld by the issuer in satisfaction of tax withholding obligations upon the issuance of Class A common stock for the portion of the 2025 bonus paid in equity.
4. F4. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, the reporting person was granted performance-based RSUs which will vest, if at all, following the performance period of January 1, 2026, through December 31, 2028. The number set forth above is the target amount. The number of RSUs that vest will range from 0-200% of such amount.
5. F5. Includes 119,901 RSUs.
6. F6. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, the reporting person was granted time-based RSUs which vest in three equal annual installments beginning on March 1, 2027.
7. F7. Includes 189,802 RSUs.
8. F8. Represents shares of Class A common stock withheld by the issuer in satisfaction of tax withholding obligations upon the issuance of Class A common stock in settlement of previously granted RSUs.

FAQ

What insider transactions did RMAX executive Victor Lombardo report on this Form 4?

Victor Lombardo reported several equity compensation transactions in RE/MAX Holdings Class A common stock, including share grants and tax-withholding dispositions. The filing reflects routine bonus-related stock issuance and withholding rather than open-market purchases or sales, according to the detailed transaction codes and footnotes.

How many RE/MAX (RMAX) shares were granted to Victor Lombardo?

Lombardo reported grant or award acquisitions of 16,923 shares on February 27, 2026, and two separate awards of 69,901 shares each on March 1, 2026. All were recorded at a transaction price of $0.00 per share, indicating equity compensation rather than cash purchases.

Were any of Victor Lombardo’s RMAX transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. The Form 4 classifies them as grants or awards and tax-withholding dispositions, with codes A and F. Footnotes describe shares issued for a 2025 bonus and shares withheld to satisfy tax withholding obligations on equity compensation.

Why were some of Victor Lombardo’s RMAX shares disposed of in these transactions?

The disposal transactions reflect shares withheld to cover tax liabilities. On February 27, 2026, 4,888 shares were withheld, and on March 2, 2026, 7,187 shares were withheld. Footnotes state these shares satisfied tax withholding obligations tied to equity bonus and restricted stock unit settlements.

What RSU awards for RMAX did Victor Lombardo disclose in the footnotes?

Footnotes state his holdings include 75,000 RSUs, 119,901 RSUs, and 189,802 RSUs at different points. They also describe performance-based RSUs granted under the 2023 Omnibus Incentive Plan, which may vest from January 1, 2026 through December 31, 2028, subject to performance and time-based vesting conditions.

How did the Form 4 describe Victor Lombardo’s 2025 bonus from RE/MAX (RMAX)?

The Form 4 notes that certain shares of RMAX Class A common stock were issued for the portion of his 2025 bonus paid in equity. Additional footnotes explain that some of the reported dispositions were shares withheld by the issuer to satisfy related tax withholding obligations on that equity-based bonus.

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Accepted by SEC EDGAR 03/03/2026 - 09:42 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lombardo Victor Stephen

(Last) (First) (Middle)

5075 S. SYRACUSE ST.

(Street)

DENVER CO 80237

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RE/MAX Holdings, Inc. [ RMAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President of Mortgage Services

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Class A Common Stock	02/27/2026		A		16,923(1)	A	$0	91,973(2)	D
Class A Common Stock	02/27/2026		F		4,888(3)	D	$6.45	87,085(2)	D
Class A Common Stock	03/01/2026		A		69,901(4)	A	$0	156,986(5)	D
Class A Common Stock	03/01/2026		A		69,901(6)	A	$0	226,887(7)	D
Class A Common Stock	03/02/2026		F		7,187(8)	D	$6.29	219,700(7)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents shares of RMAX Class A common stock issued for the portion of the 2025 bonus that was paid in equity.

2. Includes 75,000 restricted stock units ("RSUs").

3. Represents shares of Class A common stock withheld by the issuer in satisfaction of tax withholding obligations upon the issuance of Class A common stock for the portion of the 2025 bonus paid in equity.

4. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, the reporting person was granted performance-based RSUs which will vest, if at all, following the performance period of January 1, 2026, through December 31, 2028. The number set forth above is the target amount. The number of RSUs that vest will range from 0-200% of such amount.

5. Includes 119,901 RSUs.

6. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, the reporting person was granted time-based RSUs which vest in three equal annual installments beginning on March 1, 2027.

7. Includes 189,802 RSUs.

8. Represents shares of Class A common stock withheld by the issuer in satisfaction of tax withholding obligations upon the issuance of Class A common stock in settlement of previously granted RSUs.

	/s/ Mark Rohr, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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