Liniger (RMAX) moves 354,711 RE/MAX shares and controls 12.6M RMCO units

Rhea-AI Filing Summary

RE/MAX Holdings director and 10% owner David L. Liniger reported several non-cash changes in his holdings of Class A common stock and related units. On May 6, 2025, he transferred 353,711 shares to the Amended and Restated ADAOS Trust for no consideration, moving this stake from direct to indirect ownership.

On December 26, 2025, he received 1,000 shares as a beneficiary of a relative's estate, then on January 23, 2026 transferred those 1,000 shares for no consideration, leaving him with 354,711 shares held indirectly through the ADAOS Trust. Separately, an entity he and his wife control, RIHI, Inc., holds 12,559,600 common units of RMCO, LLC, which are redeemable into Class A common stock of RE/MAX Holdings, Inc. on a one-for-one basis or for cash at the company's option.

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

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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^*

Liniger David 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2025

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	05/06/2025		G		353,711	D	$0	0	D(1)
Class A Common Stock								353,711	I(1)	By Amended and Restated ADAOS Trust
Class A Common Stock	12/26/2025		W(2)		1,000	A	$0	1,000	D
Class A Common Stock	01/23/2026		G		1,000	D	$0	0	D(1)
Class A Common Stock								354,711	I(1)	By Amended and Restated ADAOS Trust

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
Common Units of RMCO, LLC	(3)							(3)	(3)	Class A Common Stock of RE/MAX Holdings, Inc.	12,559,600		12,559,600	I	By RIHI, Inc.(4)

Explanation of Responses:

1. The reporting person transferred shares to the Amended and Restated ADAOSTrust for no consideration.

2. The reporting person received shares as a beneficiary of a relative's estate.

3. Pursuant to the terms of the Fourth Amended and Restated RMCO, LLC Agreement, common units of RMCO, LLC are redeemable, at the election of the holder, for, at RE/MAX Holdings, Inc.'s option, newly issued shares of Class A common stock of RE/MAX Holdings, Inc. on a one-for-one basis or a cash payment equal to the market price of one share of Class A common stock (subject to customary adjustments, including conversion rate adjustments, underwriting discounts, commissions and adjustments for stock splits, stock dividends and reclassifications).

4. Represents securities owned by RIHI, Inc. David Liniger and his wife, Gail Liniger, have dispositive, voting and investment control over such common units of RMCO, LLC.

	/s/ Mark Rohr, Attorney-in-Fact	02/02/2026
	** 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).
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FAQ

What insider transactions did David L. Liniger report for RE/MAX Holdings (RMAX)?

David L. Liniger reported non-cash transfers of RE/MAX Holdings Class A common stock. He moved 353,711 shares to the Amended and Restated ADAOS Trust, received 1,000 shares from a relative’s estate, and later transferred those 1,000 shares, changing his holdings from direct to indirect ownership.

How many RE/MAX Holdings (RMAX) shares are held through the ADAOS Trust?

Following the reported transactions, 354,711 shares of RE/MAX Holdings Class A common stock are held indirectly through the Amended and Restated ADAOS Trust. This reflects the transfer of 353,711 shares on May 6, 2025 and the later movement of 1,000 additional shares in January 2026.

What is the significance of the 12,559,600 RMCO, LLC units related to RE/MAX Holdings (RMAX)?

RIHI, Inc., an entity over which David and Gail Liniger have control, owns 12,559,600 common units of RMCO, LLC. These units are redeemable into RE/MAX Holdings Class A common stock on a one-for-one basis or for cash, at the company’s option, under the LLC agreement.

Were cash proceeds involved in David L. Liniger’s recent RE/MAX (RMAX) share transfers?

The reported share transfers involved no consideration. Liniger transferred 353,711 shares to the Amended and Restated ADAOS Trust and later moved an additional 1,000 shares, with the filing explicitly stating these transfers occurred for no consideration, meaning no cash was paid or received.

How did David L. Liniger acquire the 1,000 RE/MAX (RMAX) shares reported in December 2025?

He acquired the 1,000 RE/MAX Holdings Class A common shares as a beneficiary of a relative’s estate. The filing explains that these shares were received through inheritance, not through an open-market purchase, and were later transferred, altering his direct versus indirect ownership structure.

Who controls the RMCO, LLC units associated with RE/MAX Holdings (RMAX)?

The 12,559,600 common units of RMCO, LLC are owned by RIHI, Inc. According to the filing, David Liniger and his wife, Gail Liniger, have dispositive, voting, and investment control over these units, which are exchangeable into RE/MAX Holdings Class A common stock or cash.