Magnolia reports 4.7% stake in RE/MAX Holdings

RE/MAX Holdings, Inc. ownership disclosure: Magnolia Capital Fund, LP, The Magnolia Group, LLC and Adam K. Peterson jointly report beneficial ownership of 946,820 shares of Class A common stock, representing 4.7% of the class.

Rhea-AI Filing Summary

RE/MAX Holdings, Inc. ownership disclosure: Magnolia Capital Fund, LP, The Magnolia Group, LLC and Adam K. Peterson jointly report beneficial ownership of 946,820 shares of Class A common stock, representing 4.7% of the class. The filing is an Amendment No. 5 and includes a joint filing agreement dated May 6, 2026.

The filing states that TMG is the general partner of MCF and that Mr. Peterson is the managing member of TMG; TMG and Mr. Peterson disclaim beneficial ownership of the shares held by MCF. Address and CUSIP 75524W108 are included.

Insights

Institutional Ownership Specialist

Major holder reports a 4.7% stake in RE/MAX Holdings via joint filing.

The Schedule 13G/A amendment documents that Magnolia Capital Fund, LP (through related entities) holds 946,820 shares, equal to 4.7% of Class A common stock. The disclosure clarifies voting and dispositive power figures and supplies the CUSIP 75524W108.

Because the filing is a passive ownership disclosure under a joint filing agreement, it is primarily informational; subsequent filings would be required if ownership or intent changes.

SEC Filings Analyst

Amendment updates joint beneficial-ownership details and includes disclaimers.

The amendment reiterates that The Magnolia Group, LLC and Adam K. Peterson may exercise voting/dispositive power over the shares held by MCF but expressly disclaim beneficial ownership of those shares. The exhibit list shows a Joint Filing Agreement dated May 6, 2026.

Investors seeking changes in ownership concentration should watch for future Schedule 13D/G amendments if the group’s status or percent held passes reporting triggers.

Key Figures

Shares beneficially owned: 946,820 shares Percent of class: 4.7% CUSIP: 75524W108 +3 more

6 metrics

Shares beneficially owned 946,820 shares Amount reported by Magnolia Capital Fund and related filers

Percent of class 4.7% Percent of Class A common stock reported for each reporting person

CUSIP 75524W108 Identifier for RE/MAX Holdings Class A common stock

Joint Filing Agreement date May 6, 2026 Date of the exhibit attached to the amendment

Amendment number Amendment No. 5 This Schedule 13G/A is labeled Amendment No. 5

Sole voting power 946,820 shares Sole power to vote as reported for the filing entities

Key Terms

Schedule 13G/A, Beneficial ownership, Joint Filing Agreement, Sole voting power

4 terms

Schedule 13G/A regulatory

"This is being jointly filed by (i) Magnolia Capital Fund, LP"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficial ownership financial

"Amount beneficially owned: (i) 946,820 (ii) 946,820"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Joint Filing Agreement legal

"Joint Filing Agreement, dated as of May 6, 2026"

Sole voting power financial

"Sole Voting Power 946,820.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Magnolia Capital report in RE/MAX Holdings (RMAX)?

The filing reports 946,820 shares, representing 4.7% of Class A common stock. The disclosure is filed as an amendment to a joint Schedule 13G/A and lists voting and dispositive power figures.

Who filed the Schedule 13G/A amendment for RMAX?

The filing is a joint submission by Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson. A Joint Filing Agreement dated May 6, 2026 is attached as an exhibit.

Does The Magnolia Group or Adam Peterson claim beneficial ownership of the shares?

No; the filing states that TMG and Mr. Peterson disclaim beneficial ownership of the Common Stock held by Magnolia Capital Fund, while noting potential voting and dispositive powers.

What CUSIP and class are disclosed in the RMAX filing?

The filing identifies the security as Class A Common Stock, par value $0.0001 with CUSIP 75524W108. The issuer address is provided in the form.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/06/2026 - 12:44 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

RE/MAX Holdings, Inc.

(Name of Issuer)

Class A Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

75524W108

(CUSIP Number)

04/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 75524W108

1

Names of Reporting Persons

Magnolia Capital Fund, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 946,820.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 946,820.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

946,820.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 75524W108

1

Names of Reporting Persons

The Magnolia Group, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEBRASKA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 946,820.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 946,820.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

946,820.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.7 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 75524W108

1

Names of Reporting Persons

Adam K. Peterson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 946,820.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 946,820.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

946,820.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.7 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: RE/MAX Holdings, Inc.
(b)	Address of issuer's principal executive offices: 5075 SOUTH SYRACUSE STREET, DENVER, CO, 80237
Item 2.
(a)	Name of person filing: This Schedule 13G is being jointly filed by (i) Magnolia Capital Fund, LP ("MCF"), (ii) The Magnolia Group, LLC ("TMG"), a registered investment adviser, and (iii) Adam K. Peterson (each a "Reporting Person" and, collectively, the "Reporting Persons") with respect to shares of the common stock, $0.0001 par value of the Issuer (the, "Common Stock"). TMG is the general partner of MCF. Mr. Peterson is the managing member of TMG. TMG and Mr. Peterson may each exercise voting and dispositive power over the Common Stock held by MCF and, as a result, may be deemed to be indirect beneficial owners of the shares of Common Stock held by MCF. TMG and Mr. Peterson disclaim beneficial ownership of the Common Stock.
(b)	Address or principal business office or, if none, residence: 1601 Dodge Street, Suite 3300, Omaha, NE 68102
(c)	Citizenship: MCF is a Delaware limited partnership. TMG is a Nebraska limited liability company and registered investment adviser. Mr. Peterson is a U.S. citizen.
(d)	Title of class of securities: Class A Common Stock, Par Value $0.0001 per share
(e)	CUSIP No.: 75524W108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (i) 946,820 (ii) 946,820 (iii) 946,820
(b)	Percent of class: (i) 4.7% (ii) 4.7% (iii) 4.7%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) 946,820 (ii) 946,820 (iii) 946,820
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) 946,820 (ii) 946,820 (iii) 946,820
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not Applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not Applicable.
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not Applicable.
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not Applicable.

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Magnolia Capital Fund, LP

Signature:	/s/ Adam K. Peterson
Name/Title:	Adam K. Peterson, Manager
Date:	05/06/2026

The Magnolia Group, LLC

Signature:	/s/ Adam K. Peterson
Name/Title:	Adam K. Peterson, Manager
Date:	05/06/2026

Adam K. Peterson

Signature:	/s/ Adam K. Peterson
Name/Title:	Adam K. Peterson
Date:	05/06/2026

Exhibit Information

Joint Filing Agreement, dated as of May 6, 2026, by and between Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson.