RE/MAX Holdings, Inc. filings document material events for a public franchisor of real estate and mortgage brokerage services. Its SEC record includes Form 8-K disclosures for operating and financial results, material agreements, shareholder voting matters, capital-structure items and Regulation FD communications.
The filings also describe governance changes involving directors and officers, compensation arrangements, litigation settlement matters involving RE/MAX, LLC, and the company’s registered Class A common stock traded under RMAX on the New York Stock Exchange. These disclosures connect the company’s franchise brands, public-company governance and recurring reporting obligations.
RE/MAX Holdings reported softer fourth-quarter and full-year 2025 results in a still-challenging housing market but maintained solid profitability and cash generation. Fourth-quarter revenue was $71.1 million, down 1.8%, with Adjusted EBITDA of $22.4 million and a 31.5% margin. GAAP EPS was $0.07.
For 2025, revenue fell 5.2% to $291.6 million, while Adjusted EBITDA declined 4.1% to $93.7 million with a 32.1% margin and GAAP EPS of $0.40. Total agent count grew 1.4% to 148,660, as international growth offset a 4.6% decline in U.S. and Canada agents.
The company ended 2025 with $118.7 million in cash and $436.8 million of debt. For 2026 it targets agent growth of 1.5–3.5%, revenue between $285–305 million, and Adjusted EBITDA of $90–100 million, signaling an expectation of stable to modestly improving performance.
RE/MAX Holdings, Inc. announced that Chris Lim has been promoted to President and Chief Growth Officer of RE/MAX, LLC. Lim, who joined as Chief Growth Officer in February 2025, will oversee the global network, international growth and long-term brand strategy, reporting to the CEO.
In his new role, Lim will receive an annual base salary of $425,000, be eligible for a long-term equity incentive valued at 200% of base salary in restricted stock units split evenly between performance-based and time-based vesting over three years, and an annual bonus targeted at 70% of base salary. He may also receive a one-time cash bonus equal to his base salary if the company reaches specified revenue or Adjusted EBITDA targets in any quarter through the end of 2027.
The company also expanded its global franchise sales leadership by appointing Pierre Montagna as Vice President of Global Sales and Lisa Sennstrom as Director of Global Sales, highlighting a strategy focused on accelerated global expansion, stronger affiliate support and broader modernization across the RE/MAX network.
RE/MAX Holdings, Inc. reported a board change. On February 10, 2026, Dr. Christine Riordan informed the Board of Directors of her resignation, effective the same day. The company disclosed this change under the item covering departures of directors and certain officers.
RE/MAX Holdings, Inc. 10% owner Gail A. Liniger reported several indirect equity movements involving family and trust holdings of Class A common stock. On May 6, 2025, her spouse transferred 353,711 Class A shares to the Amended and Restated ADAOS Trust for no consideration, changing how those shares are held but not recording a sale.
Her spouse later received 1,000 Class A shares on December 26, 2025 as a beneficiary of a relative’s estate and then transferred those 1,000 shares to the trust on January 23, 2026, also at a reported price of $0. The filing also shows indirect ownership of 12,559,600 common units of RMCO, LLC held by RIHI, Inc., which are redeemable into Class A common stock on a one-for-one basis or cash, with Liniger and her husband having voting and investment control over those units.
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.
RE/MAX Holdings, Inc. Chief Financial Officer Karri R. Callahan reported an automatic share withholding related to equity compensation. On January 16, 2026, 4,462 shares of RE/MAX Class A common stock were withheld by the company at a price of $8.15 per share to satisfy tax withholding obligations upon settlement of previously reported restricted stock units (RSUs). After this tax-related transaction, Callahan beneficially owned 369,864 shares of Class A common stock, which includes 251,192 RSUs. The transaction was reported as a direct holding change and reflects routine tax withholding rather than an open-market purchase or sale.
RE/MAX Holdings, Inc. executive reports tax withholding share transaction. EVP and General Counsel Susan L. Winders reported that on January 16, 2026, 3,339 shares of RE/MAX Class A common stock were withheld by the company at a price of $8.15 per share. These shares were retained by the issuer to cover tax withholding obligations tied to the settlement of previously reported restricted stock units. After this non-market transaction, Winders beneficially owned 186,675 shares of Class A common stock, which includes 150,434 restricted stock units.
RE/MAX Holdings (RMAX): Magnolia Capital Fund, LP filed Amendment No. 3 to Schedule 13G reporting beneficial ownership of 2,867,198 shares of Class A common stock, representing 14.3% of the class as of 09/30/2025.
The filing lists sole voting and sole dispositive power over 2,867,198 shares, with no shared power. The Magnolia Group, LLC (general partner) and Adam K. Peterson (managing member) are included as reporting persons and each disclaims beneficial ownership beyond the fund’s holdings.
The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
RE/MAX Holdings (RMAX) reported Q3 2025 results. Total revenue was $73,247, down from $78,478 a year ago, as continuing franchise fees and Marketing Funds fees softened. Operating income improved to $18,313 from $15,211 on lower operating costs, and net income attributable to RE/MAX Holdings rose to $3,986 (diluted EPS $0.19) from $966 ($0.05). Interest expense declined and foreign currency effects were modestly favorable.
Cash and cash equivalents were $107,476 and restricted cash was $76,240, including a U.S. settlement fund of $60,593. Debt, net of current portion, was $433,287 (gross Senior Secured Credit Facility $440,450), with a term loan rate of 6.8% and a leverage ratio of 3.41:1. The revolving facility maturity was extended to April 21, 2028, if drawn. The company maintained its dividend suspension and reported 20,056,356 Class A shares outstanding as of October 24, 2025.
RE/MAX Holdings, Inc. furnished an 8‑K announcing it issued a press release with financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1 and incorporated by reference.
The company noted it may use remaxholdings.com, investors.remaxholdings.com, remax.com, remax.ca, mottomortgage.com, and wemlo.io to disclose material information under Regulation FD. The information in Items 2.02 and 9.01 and Exhibit 99.1 is being furnished, not filed, under the Exchange Act.