RE/MAX CFO exits 524K shares in merger payout

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. (RMAX) reports that its chief financial officer, Karri R. Callahan, disposed of 524,314 shares of Class A common stock in a disposition to the issuer on August 24, 2026, in connection with the closing of a merger in which RE/MAX became a wholly owned subsidiary of another company.

Under the merger agreement, each RE/MAX Class A share was converted into the right to receive either $13.80 in cash or 0.5150 shares of the acquirer’s common stock, at the holder’s election. Callahan’s RE/MAX RSUs were converted into corresponding RSUs of the acquiring company, and her reported direct RE/MAX holdings are now 0 shares.

Insider Trade Summary

Disposition: 524,314 shares

Disposition 1 txn

Insider Callahan Karri R.

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock F1, F2, F3	524,314	--	--

Holdings After Transaction: Class A Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. On August 24, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 26, 2026 (the "Merger Agreement"), by and among the Issuer, The Real Brokerage Inc., Rome Wildlife, Inc. ("New Wildlife"), Wildlife Acquisition I Corp. ("Merger Sub I"), Wildlife Acquisition II LLC ("Merger Sub II") and 1587802 B.C. Unlimited Liability Company, Merger Sub I merged with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a wholly owned subsidiary of New Wildlife, and the Issuer merged with and into Merger Sub II (the "Second Merger"), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of New Wildlife.
2. F2. The reported securities include restricted stock units ("RSUs") granted pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan. In accordance with the Merger Agreement, each RSU held by the Reporting Person as of immediately prior to the effective time of the First Merger (the "Effective Time"), whether or not vested, was converted into a corresponding award of New Wildlife RSUs based on the Stock Election Exchange Ratio (as defined below).
3. F3. Pursuant to the Merger Agreement and subject to certain exceptions, each share of the Issuer's Class A common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time was converted into the right to receive, without interest and at the Reporting Person's election, either (i) an amount in cash equal to $13.80 or (ii) 0.5150 shares of New Wildlife common stock (the "Stock Election Exchange Ratio").

Key Figures

Shares disposed to issuer: 524,314 shares of Class A Common Stock Cash election consideration per share: $13.80 per share Stock Election Exchange Ratio: 0.5150 shares of acquiring company common stock per RE/MAX share +3 more

6 metrics

Shares disposed to issuer 524,314 shares of Class A Common Stock Disposition to issuer reported for August 24, 2026 in connection with the merger

Cash election consideration per share $13.80 per share Merger consideration option for each RE/MAX Class A share

Stock Election Exchange Ratio 0.5150 shares of acquiring company common stock per RE/MAX share Alternative merger consideration for each RE/MAX Class A share

Shares held after transaction 0 shares Direct RE/MAX Class A common stock holdings of Karri R. Callahan after disposition

Merger Agreement date April 26, 2026 Date of the Agreement and Plan of Merger involving RE/MAX and the acquiring entities

Merger closing date August 24, 2026 Date on which the first and second merger steps were completed

Key Terms

Agreement and Plan of Merger, restricted stock units, Stock Election Exchange Ratio, disposition to issuer

4 terms

Agreement and Plan of Merger regulatory

"pursuant to the terms of the Agreement and Plan of Merger, dated as of April 26, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

restricted stock units financial

"The reported securities include restricted stock units ("RSUs") granted pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Stock Election Exchange Ratio financial

"was converted into a corresponding award of New Wildlife RSUs based on the Stock Election Exchange Ratio"

disposition to issuer financial

"transaction_action": "issuer disposition", "transaction_code_description": "Disposition to issuer""

FAQ

What insider transaction did RMAX report for Karri R. Callahan?

RMAX reported that its CFO, Karri R. Callahan, disposed of 524,314 shares of RE/MAX Class A common stock on August 24, 2026 in a disposition to the issuer that occurred in connection with the completion of a merger.

Why were Karri R. Callahan’s RMAX shares disposed of?

The shares were disposed of pursuant to an Agreement and Plan of Merger under which RE/MAX merged with subsidiaries of another company and became its wholly owned subsidiary. Each RE/MAX Class A share was converted into merger consideration at the effective time.

What merger consideration did RMAX Class A shareholders receive?

Each share of RE/MAX Class A common stock was converted into the right to receive, at the holder’s election, either $13.80 in cash or 0.5150 shares of the acquiring company’s common stock, without interest, subject to the terms and exceptions in the merger agreement.

What happened to Karri R. Callahan’s RMAX restricted stock units (RSUs)?

RSUs granted under the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan were, immediately prior to the effective time of the first merger, converted into corresponding RSUs of the acquiring company, based on the stated Stock Election Exchange Ratio.

How many RMAX shares does Karri R. Callahan hold after the transaction?

Following the reported disposition related to the merger, Karri R. Callahan’s direct holdings of RE/MAX Class A common stock are reported as 0 shares after the transaction.

Was the RMAX Form 4 transaction under a Rule 10b5-1 trading plan?

The filing indicates that the Rule 10b5-1 checkbox is not checked, and there is no footnote stating that the disposition was made pursuant to a Rule 10b5-1 trading plan.

Is Karri R. Callahan’s Form 4 transaction an open-market sale of RMAX stock?

No. The Form 4 describes the transaction as a disposition to the issuer in connection with the merger, where shares were converted into the right to receive cash or stock of the acquiring company, rather than an open-market sale.

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Available on EDGAR 08/24/2026 - 05:30 PM Accepted by SEC EDGAR 08/24/2026 - 05:30 PM Learn about SEC filing dates

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

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^*

Callahan Karri R.

(Last) (First) (Middle)

5075 S. SYRACUSE ST.

(Street)

DENVER COLORADO 80237

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

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

X	Form filed by One Reporting Person
	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
Class A Common Stock	08/24/2026		D		524,314(1)(2)	D	(3)	0	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. On August 24, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 26, 2026 (the "Merger Agreement"), by and among the Issuer, The Real Brokerage Inc., Rome Wildlife, Inc. ("New Wildlife"), Wildlife Acquisition I Corp. ("Merger Sub I"), Wildlife Acquisition II LLC ("Merger Sub II") and 1587802 B.C. Unlimited Liability Company, Merger Sub I merged with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a wholly owned subsidiary of New Wildlife, and the Issuer merged with and into Merger Sub II (the "Second Merger"), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of New Wildlife.

2. The reported securities include restricted stock units ("RSUs") granted pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan. In accordance with the Merger Agreement, each RSU held by the Reporting Person as of immediately prior to the effective time of the First Merger (the "Effective Time"), whether or not vested, was converted into a corresponding award of New Wildlife RSUs based on the Stock Election Exchange Ratio (as defined below).

3. Pursuant to the Merger Agreement and subject to certain exceptions, each share of the Issuer's Class A common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time was converted into the right to receive, without interest and at the Reporting Person's election, either (i) an amount in cash equal to $13.80 or (ii) 0.5150 shares of New Wildlife common stock (the "Stock Election Exchange Ratio").

	/s/ Mark Rohr, Attorney-in-Fact	08/24/2026
	** 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)