RE/MAX Holdings (RMAX) 10% owner details trust transfers and 12.56M RMCO units

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. 10% owner Gail A. Liniger reported several indirect equity movements involving family and trust holdings of Class A common stock. On May 6, 2025, her spouse transferred 353,711 Class A shares to the Amended and Restated ADAOS Trust for no consideration, changing how those shares are held but not recording a sale.

Her spouse later received 1,000 Class A shares on December 26, 2025 as a beneficiary of a relative’s estate and then transferred those 1,000 shares to the trust on January 23, 2026, also at a reported price of $0. The filing also shows indirect ownership of 12,559,600 common units of RMCO, LLC held by RIHI, Inc., which are redeemable into Class A common stock on a one-for-one basis or cash, with Liniger and her husband having voting and investment control over those units.

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

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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^*

Liniger Gail A.

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

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2025

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	05/06/2025		G		353,711	D	$0	0	I(1)	By Spouse
Class A Common Stock								353,711	I(1)	By Amended and Restated ADAOS Trust
Class A Common Stock	12/26/2025		W(2)		1,000	A	$0	1,000	I	By Spouse
Class A Common Stock	01/23/2026		G		1,000	D	$0	0	I(1)	By Spouse
Class A Common Stock								354,711	I(1)	By Amended and Restated ADAOS Trust

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
Common Units of RMCO, LLC	(3)							(3)	(3)	Class A Common Stock of RE/MAX Holdings, Inc.	12,559,600(3)		12,559,600	I	By RIHI, Inc.(4)

Explanation of Responses:

1. The reporting person's spouse transferred shares to the Amended and Restated ADAOS Trust for no consideration.

2. The reporting person's spouse received shares as a beneficiary of a relative's estate.

3. Pursuant to the terms of the Fourth Amended and Restated RMCO, LLC Agreement, common units of RMCO, LLC are redeemable, at the election of the holder, for, at RE/MAX Holdings, Inc.'s option, newly issued shares of Class A common stock of RE/MAX Holdings, Inc. on a one-for-one basis or a cash payment equal to the market price of one share of Class A common stock (subject to customary adjustments, including conversion rate adjustments, underwriting discounts, commissions and adjustments for stock splits, stock dividends and reclassifications).

4. Represents securities owned by RIHI, Inc. Gail Liniger and her husband, Dave Liniger, have dispositive, voting and investment control over such common units of RMCO, LLC.

	/s/ Mark Rohr, Attorney-in-Fact	02/02/2026
	** 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).
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FAQ

What insider activity did Gail A. Liniger report for RE/MAX Holdings (RMAX)?

Gail A. Liniger reported indirect transfers of RE/MAX Class A shares involving her spouse and the Amended and Restated ADAOS Trust. These movements, including a 353,711-share transfer, were recorded at $0, reflecting estate and trust-related reallocations rather than open-market buying or selling.

How many RE/MAX (RMAX) Class A shares were moved into the ADAOS Trust?

Liniger’s spouse transferred 353,711 Class A shares into the Amended and Restated ADAOS Trust on May 6, 2025, for no consideration. An additional 1,000 shares, received from an estate, were also moved from the spouse to the trust in January 2026 at a reported price of $0.

What estate-related transaction is disclosed in this RE/MAX (RMAX) Form 4?

The filing shows Liniger’s spouse received 1,000 Class A shares on December 26, 2025, as a beneficiary of a relative’s estate. Those 1,000 shares were later transferred to the Amended and Restated ADAOS Trust at $0, highlighting estate-driven ownership changes rather than market purchases.

What are the RMCO, LLC units indirectly controlled by Gail Liniger in RE/MAX (RMAX)?

The filing lists indirect ownership of 12,559,600 common units of RMCO, LLC held by RIHI, Inc. Under the RMCO agreement, each unit is redeemable, at RE/MAX’s option, for one newly issued Class A share or a cash payment equal to the Class A share market price.

What role does RIHI, Inc. play in Gail Liniger’s RE/MAX (RMAX) holdings?

RIHI, Inc. holds 12,559,600 common units of RMCO, LLC, with Gail Liniger and her husband having dispositive, voting, and investment control. These units can be redeemed into RE/MAX Class A common stock or cash, linking RIHI’s holdings directly to potential Class A share issuance.

Were the reported RE/MAX (RMAX) insider transfers executed for cash consideration?

The reported transfers among Liniger’s spouse and the Amended and Restated ADAOS Trust show a transaction price of $0 per share. This indicates internal reallocations tied to estate and trust arrangements, rather than cash-based purchases or sales in the open market.