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  4. [Form 4] RE/MAX Holdings, Inc. Insider Trading Activity

RE/MAX (NYSE: RMAX) CFO logs new RSU grants and tax share withholding

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. Chief Financial Officer Karri R. Callahan reported a mix of equity awards and tax-related share dispositions involving Class A common stock. On February 27, 2026, Callahan received a 23,894-share stock grant at zero cost, while 6,870 shares were withheld at $6.45 per share to cover tax obligations on previously granted RSUs. On March 1, 2026, Callahan reported two separate 81,876-share grants at zero cost, including performance-based RSUs tied to a January 1, 2026–December 31, 2028 performance period and time-based RSUs vesting in three annual installments beginning March 1, 2027. On March 2, 2026, a further 18,414 shares were withheld at $6.29 per share to satisfy tax obligations on the equity portion of the 2025 bonus. After these transactions, Callahan directly held 524,314 shares of Class A common stock, which the footnotes state includes large RSU balances.

Positive

  • None.

Negative

  • None.

Insights

CFO activity reflects routine equity grants and related tax withholding.

The filing shows Karri R. Callahan, CFO of RE/MAX Holdings, receiving multiple equity awards and RSUs at a transaction price of $0.00 per share. These include performance-based RSUs for a 2026–2028 period and time-based RSUs vesting annually from March 1, 2027.

Dispositions coded "F" on February 27, 2026 and March 2, 2026—6,870 shares at $6.45 and 18,414 shares at $6.29—are explicitly for tax withholding upon settlement of RSUs and the equity portion of the 2025 bonus, not open-market selling. After these moves, Callahan directly holds 524,314 shares, including substantial RSU positions. Overall, this appears to be standard executive compensation and tax management rather than a directional bet on the stock.

Insider Callahan Karri R.
Role CHIEF FINANCIAL OFFICER
Type Security Shares Price Value
Tax Withholding Class A Common Stock 18,414 $6.29 $116K
Grant/Award Class A Common Stock 81,876 $0.00 --
Grant/Award Class A Common Stock 81,876 $0.00 --
Grant/Award Class A Common Stock 23,894 $0.00 --
Tax Withholding Class A Common Stock 6,870 $6.45 $44K
Holdings After Transaction: Class A Common Stock — 524,314 shares (Direct)
Footnotes (1)
  1. Represents shares of RMAX Class A common stock issued for the portion of the 2025 bonus that was paid in equity. Includes 251,192 Restricted Stock Units ("RSUs"). 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. 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. Includes 261,097 RSUs. 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. Includes 342,973 RSUs. 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.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
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*
Callahan Karri R.
(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)
CHIEF FINANCIAL OFFICER
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 23,894(1) A $0 393,758(2) D
Class A Common Stock 02/27/2026 F 6,870(3) D $6.45 386,888(2) D
Class A Common Stock 03/01/2026 A 81,876(4) A $0 460,852(5) D
Class A Common Stock 03/01/2026 A 81,876(6) A $0 542,728(7) D
Class A Common Stock 03/02/2026 F 18,414(8) D $6.29 524,314(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 251,192 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 261,097 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 342,973 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did RMAX CFO Karri Callahan report in this Form 4?

The Form 4 shows Karri Callahan receiving several zero-cost equity grants, including RSUs, and having shares withheld to cover tax obligations. Transactions span February 27 to March 2, 2026, and involve RE/MAX Holdings Class A common stock awards and related tax-withholding dispositions.

Were the RMAX CFO’s share dispositions open-market sales?

No, the dispositions were not open-market sales. Both transactions, coded "F", represent shares withheld by RE/MAX Holdings to satisfy tax obligations upon RSU settlement and the equity portion of the 2025 bonus, rather than discretionary sales into the market.

How many RE/MAX Holdings shares were granted to the CFO in these transactions?

The CFO reported grants of 23,894 shares on February 27, 2026, and two separate grants of 81,876 shares each on March 1, 2026. These include performance-based and time-based RSUs issued under the company’s 2023 Omnibus Incentive Plan at a zero-dollar grant price.

What performance period applies to the new performance-based RSUs for RMAX’s CFO?

The performance-based RSUs cover a performance period from January 1, 2026, through December 31, 2028. The filing notes that the number of RSUs that ultimately vest can range from 0% to 200% of the stated target amount, depending on performance over that period.

When will the time-based RSUs granted to the RMAX CFO vest?

The time-based RSUs granted under the 2023 Omnibus Incentive Plan will vest in three equal annual installments. Vesting begins on March 1, 2027, and continues in subsequent years, assuming the applicable service-based vesting conditions are satisfied by the executive.

How many RE/MAX Holdings shares does the CFO hold after these Form 4 transactions?

After the reported transactions, the CFO directly holds 524,314 shares of Class A common stock. The footnotes specify that this figure includes substantial restricted stock unit balances, reflecting both previously granted and newly awarded RSUs tied to future vesting conditions.