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

Equity bonus and RSU grants to RE/MAX (RMAX) president Susan Winders

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

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. executive Susan L. Winders reported a mix of stock awards and tax-related share withholdings in Class A common stock. On February 27 and March 1, 2026, she reported several grant or award acquisitions, including 13,774 shares and two separate 59,619-share awards at $0.00 per share.

Footnotes explain that some shares were issued as the equity portion of her 2025 bonus and that she received performance-based RSUs tied to a January 1, 2026–December 31, 2028 performance period, where actual vesting can range from 0–200% of the target amount. She also received time-based RSUs that vest in three equal annual installments beginning on March 1, 2027.

To cover tax obligations upon these issuances and RSU settlements, the company withheld 4,260 shares at $6.45 and 10,253 shares at $6.29 per share as tax-withholding dispositions. After these transactions, she directly holds 302,572 Class A shares, including 231,397 RSUs.

Positive

  • None.

Negative

  • None.
Insider Winders Susan L
Role REMAX President, C. Growth Ofc
Type Security Shares Price Value
Tax Withholding Class A Common Stock 10,253 $6.29 $64K
Grant/Award Class A Common Stock 59,619 $0.00 --
Grant/Award Class A Common Stock 59,619 $0.00 --
Grant/Award Class A Common Stock 13,774 $0.00 --
Tax Withholding Class A Common Stock 4,260 $6.45 $27K
Holdings After Transaction: Class A Common Stock — 302,572 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 150,434 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 171,778 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 231,397 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*
Winders Susan L
(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)
REMAX President, C. Growth Ofc
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 13,774(1) A $0 200,449(2) D
Class A Common Stock 02/27/2026 F 4,260(3) D $6.45 196,189(2) D
Class A Common Stock 03/01/2026 A 59,619(4) A $0 253,206(5) D
Class A Common Stock 03/01/2026 A 59,619(6) A $0 312,825(7) D
Class A Common Stock 03/02/2026 F 10,253(8) D $6.29 302,572(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 150,434 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 171,778 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 231,397 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 Susan L. Winders report for RE/MAX (RMAX)?

Susan L. Winders reported multiple stock grant acquisitions and tax-withholding dispositions in RE/MAX Class A common stock. Awards included shares issued for her 2025 bonus, performance-based RSUs, time-based RSUs, and shares withheld by the company to satisfy related tax obligations.

How many RE/MAX (RMAX) shares were granted to Susan L. Winders in these awards?

The filing shows several grant or award acquisitions, including 13,774 shares and two separate awards of 59,619 shares at zero cost per share. These awards reflect equity bonus shares and restricted stock units granted under the company’s 2023 Omnibus Incentive Plan.

What types of RSUs did Susan L. Winders receive from RE/MAX (RMAX)?

She received performance-based RSUs and time-based RSUs under the 2023 Omnibus Incentive Plan. The performance-based RSUs relate to a January 1, 2026–December 31, 2028 period, while the time-based RSUs vest in three equal annual installments starting March 1, 2027.

Why were some RE/MAX (RMAX) shares disposed of in Susan L. Winders’ Form 4?

Dispositions labeled with code F reflect shares withheld to pay taxes, not open-market sales. RE/MAX withheld 4,260 shares at $6.45 and 10,253 shares at $6.29 per share to satisfy tax withholding obligations tied to bonus equity issuance and RSU settlements.

How many RE/MAX (RMAX) shares does Susan L. Winders hold after these transactions?

Following the reported grants and tax-withholding dispositions, Susan L. Winders directly holds 302,572 shares of RE/MAX Class A common stock. Footnotes state this total includes 231,397 restricted stock units that will vest over time or based on performance conditions.

How is Susan L. Winders’ 2025 bonus reflected in RE/MAX (RMAX) stock awards?

Part of Susan L. Winders’ 2025 bonus was paid in equity, resulting in an issuance of Class A common shares. The company then withheld a portion of those shares to cover related tax obligations, as detailed in the Form 4 footnotes describing bonus equity and tax withholding.