Magnolia Capital Fund adjusts RE/MAX (RMAX) stake with 280,825-share distribution

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. insider filing shows an in-kind share distribution by a major shareholder entity. Magnolia Capital Fund, LP distributed 280,825 shares of RE/MAX common stock to withdrawing limited partners on April 20, 2026, as satisfaction of withdrawal requests.

After this distribution, Magnolia Capital Fund, LP reported 2,323,818 shares of RE/MAX common stock. The Magnolia Group, LLC, as general partner, and Adam K. Peterson, as managing member of The Magnolia Group, are described as potentially sharing indirect beneficial ownership but both disclaim beneficial ownership beyond their pecuniary interests.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Peterson Adam K, MAGNOLIA CAPITAL FUND, LP, MAGNOLIA GROUP, LLC

Role null | null | null

Type	Security	Shares	Price	Value
Other	Common Stock	280,825	$0.00	--

Holdings After Transaction: Common Stock — 2,323,818 shares (Direct, null)

Footnotes (1)

1. The reported shares are directly owned by Magnolia Capital Fund, LP ("MCF"), of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of the shares reported herein. TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes. In satisfaction of certain withdrawal requests, MCF distributed in-kind a total of 280,825 shares of the Issuer's Common Stock to the withdrawing limited partners on April 20, 2026. As a result of the distribution, MCF is no longer deemed beneficial owner of such distributed shares and, accordingly, the number of shares reported by MCF decreased by 280,825 (with a corresponding decrease in the number of shares beneficially owned by TMG, as the general partner of MCF, and Mr. Peterson, as the managing member of TMG).

Key Figures

Shares distributed in kind: 280,825 shares Shares held after transaction: 2,323,818 shares

2 metrics

Shares distributed in kind 280,825 shares In-kind distribution to withdrawing limited partners on April 20, 2026

Shares held after transaction 2,323,818 shares Magnolia Capital Fund, LP RE/MAX common stock after distribution

Key Terms

beneficial ownership, in-kind, limited partners, pecuniary interests

4 terms

beneficial ownership financial

"could both be deemed to share indirect beneficial ownership of the shares reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

in-kind financial

"MCF distributed in-kind a total of 280,825 shares of the Issuer's Common Stock"

limited partners financial

"distributed in-kind a total of 280,825 shares ... to the withdrawing limited partners"

Limited partners are investors who provide most of the capital to an investment partnership but do not run its day-to-day business; they have liability only up to the amount they invested. Think of them as silent backers who hire a manager to make decisions and share in profits or losses; their importance to investors lies in shaping how much money a fund can deploy, the risk and return profile they receive, and the liquidity and fees associated with that investment.

pecuniary interests financial

"disclaim beneficial ownership except to the extent of their respective pecuniary interests therein"

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^*

Peterson Adam K

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NEBRASKA 68102

(City) (State) (Zip)

UNITED STATES

(Country)

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	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

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

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

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

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
Common Stock	04/20/2026		J(3)		280,825	D	$0	2,323,818(1)(2)	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

1. Name and Address of Reporting Person^*

Peterson Adam K

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NEBRASKA 68102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MAGNOLIA CAPITAL FUND, LP

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NEBRASKA 68102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MAGNOLIA GROUP, LLC

(Last) (First) (Middle)

1601 DODGE STREET

SUITE 3300

(Street)

OMAHA NEBRASKA 68102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported shares are directly owned by Magnolia Capital Fund, LP ("MCF"), of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of the shares reported herein.

2. TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.

3. In satisfaction of certain withdrawal requests, MCF distributed in-kind a total of 280,825 shares of the Issuer's Common Stock to the withdrawing limited partners on April 20, 2026. As a result of the distribution, MCF is no longer deemed beneficial owner of such distributed shares and, accordingly, the number of shares reported by MCF decreased by 280,825 (with a corresponding decrease in the number of shares beneficially owned by TMG, as the general partner of MCF, and Mr. Peterson, as the managing member of TMG).

	Adam K. Peterson	04/22/2026
	Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC	04/22/2026
	Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC	04/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did RE/MAX Holdings (RMAX) report in this Form 4?

The Form 4 reports an in-kind distribution of 280,825 shares of RE/MAX common stock by Magnolia Capital Fund, LP to withdrawing limited partners. This adjusted the fund’s reported holdings but did not involve an open-market purchase or sale of shares.

How many RE/MAX (RMAX) shares did Magnolia Capital Fund, LP hold after the distribution?

Following the in-kind distribution, Magnolia Capital Fund, LP reported holding 2,323,818 shares of RE/MAX common stock. This figure reflects a decrease of 280,825 shares, which were distributed to withdrawing limited partners as part of their withdrawal from the fund.

Was the RE/MAX (RMAX) insider transaction a market sale or purchase?

The filing describes an in-kind distribution to withdrawing limited partners, not a market trade. Magnolia Capital Fund, LP transferred 280,825 shares of RE/MAX common stock as part of withdrawal settlements, so no open-market buying or selling is indicated in this transaction.

How are The Magnolia Group, LLC and Adam K. Peterson related to the RE/MAX (RMAX) shares?

The Magnolia Group, LLC is the general partner and investment manager of Magnolia Capital Fund, LP, and Adam K. Peterson is its managing member. Both could be deemed to share indirect beneficial ownership of the reported RE/MAX shares, subject to the stated disclaimers.

Do The Magnolia Group, LLC and Adam K. Peterson claim full beneficial ownership of RE/MAX (RMAX) shares?

The filing states that The Magnolia Group, LLC and Adam K. Peterson disclaim beneficial ownership of the RE/MAX shares except to the extent of their pecuniary interests. It also notes the report should not be considered an admission of beneficial ownership for any purpose.

What changed in Magnolia Capital Fund, LP’s beneficial ownership of RE/MAX (RMAX)?

Magnolia Capital Fund, LP is no longer deemed beneficial owner of the 280,825 RE/MAX shares distributed in kind to withdrawing limited partners. Its reported beneficial ownership decreased by that amount, with a corresponding decrease for related indirect beneficial ownership interests.