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

Magnolia fund trims RE/MAX (RMAX) stake, drops below 10% owner

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. disclosed that Magnolia Capital Fund, LP, an entity associated with Adam K. Peterson through The Magnolia Group, LLC, sold a total of 1,341,378 shares of Common Stock in open-market transactions over three days. Sales occurred on April 27, 28 and 29, 2026 at weighted-average prices of $9.84, $10.97 and $11.10 per share, respectively. After the most recent sale, Magnolia Capital Fund directly holds 982,440 shares. Footnotes state that The Magnolia Group and Mr. Peterson may be deemed to share indirect beneficial ownership but disclaim beneficial ownership except for their pecuniary interests, and that, due to these transactions, Magnolia Capital Fund, The Magnolia Group and Mr. Peterson are no longer 10% Owners of RE/MAX.

Positive

  • None.

Negative

  • An affiliated holder, Magnolia Capital Fund, LP, sold a total of 1,341,378 RE/MAX Holdings shares over three days in open-market transactions, reducing its position to 982,440 shares and ending its status, along with related parties, as 10% Owners of the company.

Insights

Large affiliated holder sells 1.34M RE/MAX shares, falling below 10% ownership.

The filing shows Magnolia Capital Fund, LP sold 1,341,378 shares of RE/MAX Holdings Common Stock across three open-market transactions on April 27–29, 2026 at weighted-average prices of $9.84, $10.97 and $11.10 per share.

The shares are directly owned by Magnolia Capital Fund, while The Magnolia Group, LLC is its general partner and investment manager, and Adam K. Peterson is The Magnolia Group’s managing member. The Magnolia Group and Mr. Peterson may be deemed to share indirect beneficial ownership but expressly disclaim beneficial ownership except for their pecuniary interests.

After these sales, Magnolia Capital Fund holds 982,440 shares directly, and a footnote states that Magnolia Capital Fund, The Magnolia Group and Mr. Peterson are no longer 10% Owners of RE/MAX. This marks a notable reduction in a previously large affiliated stake, although the filing does not state their remaining ownership percentage or any intentions regarding future holdings.

Insider Peterson Adam K, MAGNOLIA CAPITAL FUND, LP, MAGNOLIA GROUP, LLC
Role null | null | null
Sold 1,341,378 shs ($14.03M)
Type Security Shares Price Value
Sale Common Stock 216,281 $11.10 $2.40M
Sale Common Stock 493,006 $10.97 $5.41M
Sale Common Stock 632,091 $9.84 $6.22M
Holdings After Transaction: Common Stock — 982,440 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. This transaction was executed in multiple trades at prices ranging from $9.72 to $10.07. The price reported above represents the weighted-average sale price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and price at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $10.42 to $11.38. The price reported above represents the weighted-average sale price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and price at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $11.02 to $11.46. The price reported above represents the weighted-average sale price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and price at which the transaction was effected. Due to transactions listed above and explained in Footnotes 3, 4, and 5, MCF, TMG and Mr. Peterson are no longer 10% Owners of the Issuer.
Total shares sold 1,341,378 shares Aggregate open-market sales on April 27–29, 2026
Shares sold on April 27, 2026 632,091 shares at $9.84/share Common Stock open-market sale
Shares sold on April 28, 2026 493,006 shares at $10.97/share Common Stock open-market sale
Shares sold on April 29, 2026 216,281 shares at $11.10/share Common Stock open-market sale
Shares held after final sale 982,440 shares Magnolia Capital Fund direct holdings after April 29, 2026
Net buy/sell direction Net-sell of 1,341,378 shares Form 4 transaction summary for this period
beneficial ownership financial
"could both be deemed to share indirect beneficial ownership of the shares"
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.
pecuniary interests financial
"disclaim beneficial ownership except to the extent of their respective pecuniary interests"
weighted-average sale price financial
"The price reported above represents the weighted-average sale price per share."
10% Owners financial
"MCF, TMG and Mr. Peterson are no longer 10% Owners of the Issuer."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
X
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)
Director10% Owner
Officer (give title below)XOther (specify below)
See Footnote 6
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/27/2026S632,091D$9.84(3)1,691,727(1)(2)(6)D
Common Stock04/28/2026S493,006D$10.97(4)1,198,721(1)(2)(6)D
Common Stock04/29/2026S216,281D$11.1(5)982,440(1)(2)(6)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Director10% Owner
Officer (give title below)XOther (specify below)
See Footnote 6
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
Director10% Owner
Officer (give title below)XOther (specify below)
See Footnote 6
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
Director10% Owner
Officer (give title below)XOther (specify below)
See Footnote 6
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. This transaction was executed in multiple trades at prices ranging from $9.72 to $10.07. The price reported above represents the weighted-average sale price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and price at which the transaction was effected.
4. This transaction was executed in multiple trades at prices ranging from $10.42 to $11.38. The price reported above represents the weighted-average sale price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and price at which the transaction was effected.
5. This transaction was executed in multiple trades at prices ranging from $11.02 to $11.46. The price reported above represents the weighted-average sale price per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and price at which the transaction was effected.
6. Due to transactions listed above and explained in Footnotes 3, 4, and 5, MCF, TMG and Mr. Peterson are no longer 10% Owners of the Issuer.
Adam K. Peterson04/29/2026
Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC04/29/2026
Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC04/29/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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

RE/MAX reported that Magnolia Capital Fund, LP sold 1,341,378 shares of Common Stock in three open-market transactions on April 27–29, 2026. These sales were executed at weighted-average prices between $9.84 and $11.10 per share, significantly reducing the fund’s direct holdings.

Who actually sold the RE/MAX Holdings (RMAX) shares disclosed in this filing?

The shares were directly sold by Magnolia Capital Fund, LP, which owns the RE/MAX stock. The Magnolia Group, LLC is its general partner and investment manager, and Adam K. Peterson is The Magnolia Group’s managing member, with each potentially having indirect beneficial interests per the footnotes.

How many RE/MAX Holdings (RMAX) shares does Magnolia Capital Fund hold after these sales?

After completing the April 29, 2026 transaction, Magnolia Capital Fund, LP directly holds 982,440 shares of RE/MAX Holdings Common Stock. This figure reflects the remaining position following three consecutive days of open-market sales totaling 1,341,378 shares as disclosed in the Form 4.

At what prices were the RE/MAX Holdings (RMAX) shares sold by Magnolia Capital Fund?

The filing shows weighted-average sale prices of $9.84 per share on April 27, 2026, $10.97 per share on April 28, 2026, and $11.10 per share on April 29, 2026. Each day’s trade range is summarized as a single weighted-average price in the Form 4.

How did these transactions affect Magnolia Capital Fund’s ownership status in RE/MAX (RMAX)?

A footnote explains that, due to these April 27–29, 2026 transactions, Magnolia Capital Fund, LP, The Magnolia Group, LLC and Adam K. Peterson are no longer 10% Owners of RE/MAX. This indicates their combined ownership interest fell below the 10% reporting threshold.

Does Adam K. Peterson personally own the RE/MAX (RMAX) shares sold in this Form 4?

The footnotes state the shares are directly owned by Magnolia Capital Fund, LP, with The Magnolia Group and Adam K. Peterson potentially sharing indirect beneficial ownership. However, The Magnolia Group and Mr. Peterson expressly disclaim beneficial ownership except to the extent of their respective pecuniary interests.