Major RMAX holder Magnolia Capital Fund LP exits 119,862 shares

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. large shareholder Magnolia Capital Fund, LP, a ten percent owner, reported open-market sales of its common stock over two days. On February 19, 2026, it sold 67,500 shares at a weighted-average price of $6.84 per share. On February 18, 2026, it sold 52,362 shares at a weighted-average price of $6.90 per share. Both trades were executed in multiple transactions within disclosed price ranges. Following these sales, the filing shows 0 shares of this security reported as held. The shares are directly owned by Magnolia Capital Fund, LP, with Magnolia Group, LLC as general partner and investment manager, and Adam K. Peterson as managing member of Magnolia Group, both of whom disclaim beneficial ownership beyond their pecuniary interests.

Insights

Insider transactions analyst

Large RMAX holder reports complete sale of disclosed position.

A ten percent owner, Magnolia Capital Fund, LP, reported selling a total of 119,862 RE/MAX Holdings common shares in open-market transactions at weighted-average prices around $6.84–$6.90. After these trades, the Form 4 lists 0 shares held for this security.

The fund is controlled through Magnolia Group, LLC, with Adam K. Peterson as managing member. Footnotes state Magnolia Group and Peterson could be deemed to share indirect beneficial ownership but formally disclaim beneficial ownership beyond their pecuniary interests, which is a common legal clarification for fund-related insider filings.

The transactions were executed in multiple trades within price ranges of $6.81–$7.02, indicating sales distributed across the market rather than a single block. Actual implications for trading dynamics and ownership concentration will depend on broader share distribution, which is not detailed in this excerpt.

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^*

Peterson Adam K

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NE 68102

(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)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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
Common Stock	02/18/2026		S		52,362	D	$6.9(3)	$2,814,836(1)(2)	D
Common Stock	02/19/2026		S		67,500	D	$6.84(4)	$2,747,336(1)(2)	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

1. Name and Address of Reporting Person^*

Peterson Adam K

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MAGNOLIA CAPITAL FUND, LP

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MAGNOLIA GROUP, LLC

(Last) (First) (Middle)

1601 DODGE STREET

SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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 $6.85 to $7.02. 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 prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $6.81 to $6.85. 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 prices at which the transaction was effected.

	Adam K. Peterson	02/20/2026
	Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC	02/20/2026
	Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC	02/20/2026
	** 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.

FAQ

What insider transaction did RMAX disclose for Magnolia Capital Fund, LP?

RE/MAX Holdings disclosed that Magnolia Capital Fund, LP sold 119,862 common shares in open-market transactions. The sales occurred over two days at weighted-average prices near $6.84–$6.90 per share, and the filing reports zero shares remaining for this security afterward.

On what dates did the RMAX insider sales by Magnolia Capital Fund occur?

The reported RMAX insider sales occurred on February 18, 2026 and February 19, 2026. Magnolia Capital Fund, LP sold 52,362 shares on February 18 and 67,500 shares on February 19, according to the Form 4 transaction details and accompanying footnotes.

What prices were received in the recent RMAX insider share sales?

The Form 4 shows weighted-average sale prices of $6.90 per share on February 18, 2026 and $6.84 per share on February 19, 2026. Footnotes explain each day’s trades occurred in multiple executions within price ranges between $6.81 and $7.02 per share.

How many RMAX shares does Magnolia Capital Fund report holding after these sales?

After the disclosed transactions, the Form 4 reports that Magnolia Capital Fund, LP holds zero shares of this RMAX common stock. The total-shares-following-transaction field is listed as 0.0000 for each sale, indicating the reported position in this security has been fully sold.

Who is behind Magnolia Capital Fund in the RMAX insider filing?

The filing states Magnolia Capital Fund, LP directly owns the RMAX shares, with The Magnolia Group, LLC as its general partner and investment manager. Adam K. Peterson is the managing member of Magnolia Group. Both Magnolia Group and Peterson disclaim beneficial ownership beyond their pecuniary interests.

Is Magnolia Capital Fund considered a major shareholder of RMAX?

In the Form 4, Magnolia Capital Fund, LP is identified as a ten percent owner of RE/MAX Holdings, Inc. This status indicates a significant ownership stake at the time of reporting, even though the specific filing also shows that its reported position in the common stock has been sold.