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.
Magnolia Capital Fund reports beneficial ownership of 2,867,198 RMAX Class A shares, equal to 14.3%, with sole voting and dispositive power over the same amount. The Schedule 13G/A format and certification indicate a passive filing status.
The Magnolia Group, LLC and Adam K. Peterson appear as reporting persons due to control relationships and each disclaims beneficial ownership beyond the fund’s position. This clarifies governance of the reported shares without implying additional holdings.
The filing is informational. Actual market impact depends on future holder activity, while the current disclosure simply records ownership as of 09/30/2025.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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)
09/30/2025
(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)
SCHEDULE 13G
CUSIP No.
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
2,867,198.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,867,198.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,867,198.00
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)
14.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
2,867,198.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,867,198.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,867,198.00
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)
14.3 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
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
2,867,198.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,867,198.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,867,198.00
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)
14.3 %
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 Magnolia Capital Fund, LP ("MCF"), The Magnolia Group, LLC ("TMG"), a registered investment adviser, and 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") owned directly by MCF.
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) 2,867,198
(ii) 2,867,198
(iii) 2,867,198
(b)
Percent of class:
(i) 14.3%
(ii) 14.3%
(iii) 14.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) 2,867,198
(ii) 2,867,198
(iii) 2,867,198
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
(i) 2,867,198
(ii) 2,867,198
(iii) 2,867,198
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
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.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
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:
11/07/2025
The Magnolia Group, LLC
Signature:
/s/ Adam K. Peterson
Name/Title:
Adam K. Peterson, Manager
Date:
11/07/2025
Adam K. Peterson
Signature:
/s/ Adam K. Peterson
Name/Title:
Adam K. Peterson
Date:
11/07/2025
Exhibit Information
Joint Filing Agreement, dated as of November 7, 2025, by and between Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson.
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