SEC Form 4 · accession 0001104659-26-100385

RE/MAX Holdings, Inc. · RMAX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gail A. Liniger

10% Owner

Period of report

Aug 24, 2026

Accepted (ET)

Aug 24, 2026 · 5:34 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001581091

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Aug 24, 2026	A	7,667,912	—	A	8,022,623	I	By Amended and Restated ADAOS Trust
Class A Common Stock^F1	Aug 24, 2026	A	2,837,149	—	A	2,837,149	I	By Gail A. Liniger Revocable Trust
Class A Common Stock^F2,F3	Aug 24, 2026	D	8,022,623	—	D	0	I	By Amended and Restated ADAOS Trust
Class A Common Stock^F2,F3	Aug 24, 2026	D	2,837,149	—	D	0	I	By Gail A. Liniger Revocable Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Units of RMCO, LLC^F5,F4	—	Aug 24, 2026	J	12,559,600	D	—	—	Class A Common Stock of RE/MAX Holdings, Inc.	12,559,600	0	I

Explanation of responses

F1On August 24, 2026, prior to the consummation of the First Merger (as defined below) and pursuant to the terms of the Agreement and Plan of Merger by and among the Issuer, RIHI, Inc. ("RIHI"), Rhino Merger Sub I, Inc., and Rhino Merger Sub II, LLC (the "RIHI Merger Agreement"), each outstanding share of RIHI common stock (the "RIHI Common Stock") (other than dissenting or cancelled shares) was converted into a number of shares of the Isser's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), equal to the number of common units of RMCO, LLC (the "OpCo Common Units") held by RIHI, divided by the total number of issued and outstanding shares of RIHI Common Stock.
F2On August 24, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 26, 2026 (the "Merger Agreement"), by and among the Issuer, The Real Brokerage Inc., Rome Wildlife, Inc. ("New Wildlife"), Wildlife Acquisition I Corp. ("Merger Sub I"), Wildlife Acquisition II LLC ("Merger Sub II") and 1587802 B.C. Unlimited Liability Company, Merger Sub I merged with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a wholly owned subsidiary of New Wildlife, and the Issuer merged with and into Merger Sub II (the "Second Merger"), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of New Wildlife.
F3Pursuant to the Merger Agreement and subject to certain exceptions, each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the first Merger was converted into the right to receive, without interest and at the Reporting Person's election, either (i) an amount in cash equal to $13.80 or (ii) 0.5150 shares of New Wildlife common stock.
F4On August 24, 2026, and pursuant to the RIHI Merger Agreement, the OpCo Common Units held by RIHI immediately prior to the effective time of the transactions contemplated by the RIHI Merger Agreement were surrendered to the Issuer by RIHI.
F5Prior to the consummation of the transactions described herein, Gail Liniger and her husband, David Liniger, had dispositive, voting and investment control over the OpCo Common Units owned by RIHI.