RE/MAX exec exits 225K shares in merger payout

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. (RMAX) reports that executive Christopher Inwhan Lim, REMAX President and Chief Growth Officer, disposed of 225,706 shares of Class A common stock in a transaction classified as a disposition to the issuer, resulting in 0 shares held afterward. This occurred in connection with the closing of a merger under an Agreement and Plan of Merger among RE/MAX Holdings and entities affiliated with The Real Brokerage Inc., in which RE/MAX Holdings became a wholly owned subsidiary of a new parent company. Each RE/MAX Class A share was converted into the right to receive either $13.80 in cash or 0.5150 shares of the new parent’s common stock, at the holder’s election.

Insider Trade Summary

Net Seller: 225,706 shares

Net Sell 1 txn

Insider Lim Christopher Inwhan

Role REMAX President, C. Growth Ofc

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock F1, F2, F3	225,706	--	--

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: 225,706 shares of Class A Common Stock Shares held after transaction: 0 shares Cash merger consideration per share: $13.80 per share +3 more

6 metrics

Shares disposed 225,706 shares of Class A Common Stock Disposition to issuer reported by Christopher Inwhan Lim on August 24, 2026

Shares held after transaction 0 shares Direct ownership of RE/MAX Holdings Class A common stock following the disposition

Cash merger consideration per share $13.80 per share Cash amount each RE/MAX Class A share could be converted into under the Merger Agreement

Stock Election Exchange Ratio 0.5150 shares of New Wildlife common stock per RE/MAX share Alternative stock consideration each RE/MAX Class A share could receive

Merger agreement date April 26, 2026 Date of the Agreement and Plan of Merger governing the reported transaction

Effective merger transaction date August 24, 2026 Date on which the mergers and related share conversions occurred

Key Terms

Agreement and Plan of Merger, restricted stock units, Omnibus Incentive Plan, Stock Election Exchange Ratio, +1 more

5 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"

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.

Omnibus Incentive Plan financial

"RSUs granted pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

Stock Election Exchange Ratio financial

"based on the Stock Election Exchange Ratio (as defined below)"

disposition to issuer financial

"transaction code description: Disposition to issuer"

FAQ

What transaction did Christopher Inwhan Lim report in this Form 4 for RMAX?

Christopher Inwhan Lim reported a disposition to the issuer of 225,706 shares of RE/MAX Holdings Class A common stock, leaving him with 0 shares directly owned after the transaction, in connection with the completion of a merger involving RE/MAX Holdings.

Why were Christopher Inwhan Lim’s RMAX shares disposed of to the issuer?

The shares were disposed of in connection with a completed merger under an Agreement and Plan of Merger. RE/MAX Holdings became a wholly owned subsidiary of a new parent company, and its Class A shares were converted into merger consideration rather than remaining outstanding.

What merger consideration did RMAX Class A shareholders receive in this transaction?

Each RE/MAX Holdings Class A share was converted into the right to receive, at the holder’s election, either $13.80 in cash or 0.5150 shares of the new parent company’s common stock, referred to as the Stock Election Exchange Ratio, without interest.

How were Christopher Inwhan Lim’s RSUs in RMAX treated in the merger?

Restricted stock units granted under the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan that were held by Christopher Inwhan Lim immediately before the merger’s effective time were converted into corresponding RSU awards of the new parent company, based on the Stock Election Exchange Ratio.

Was the reported RMAX insider transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox was not affirmatively marked for this transaction, so the disposition is not identified as having been made pursuant to a Rule 10b5-1 trading plan.

What is the post-transaction ownership position of Christopher Inwhan Lim in RMAX Class A stock?

Following the reported disposition of 225,706 shares of RE/MAX Holdings Class A common stock, the reported direct holdings are 0 shares. The filing does not list any remaining Class A non-derivative holdings for him.

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Available on EDGAR 08/24/2026 - 05:37 PM Accepted by SEC EDGAR 08/24/2026 - 05:36 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
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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^*

Lim Christopher Inwhan

(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)
	REMAX President, C. Growth Ofc

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		225,706(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)