What do the RSU-related footnotes in the RMAX Form 4 indicate?

Footnotes state that Carlson’s holdings include Restricted Stock Units, some tied to 2025 bonus equity and others granted under the 2023 Omnibus Incentive Plan. Certain RSUs are performance-based for a 2026–2028 period, and others are time-based vesting from March 1, 2027, in three annual installments.

RE/MAX Holdings (RMAX) CEO reports equity awards and tax-share withholdings

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

RE/MAX Holdings CEO Erik Carlson reported several equity transactions in Class A common stock. He received multiple stock grants totaling 357,711 and 62,124 shares at no cost as part of equity awards and bonus compensation, and had 60,808 and 17,861 shares withheld by the company to cover tax obligations on these issuances.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Carlson Erik

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	60,808	$6.29	$382K
Grant/Award	Class A Common Stock	357,711	$0.00	--
Grant/Award	Class A Common Stock	357,711	$0.00	--
Grant/Award	Class A Common Stock	62,124	$0.00	--
Tax Withholding	Class A Common Stock	17,861	$6.45	$115K

Holdings After Transaction: Class A Common Stock — 1,774,099 shares (Direct)

Footnotes (1)

Represents shares of RMAX Class A common stock issued for the portion of the 2025 bonus that was paid in equity. Includes 931,182 Restricted Stock Units ("RSUs") Represents shares of Class A common stock withheld by the issuer in satisfaction of tax withholding obligations upon the issuance of Class A common stock for the portion of the 2025 bonus paid in equity. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, the reporting person was granted performance-based RSUs which will vest, if at all, following the performance period of January 1, 2026, through December 31, 2028. The number set forth above is the target amount. The number of RSUs that vest will range from 0-200% of such amount. Includes 1,139,074 unvested RSUs. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, the reporting person was granted time-based RSUs which vest in three equal annual installments beginning on March 1, 2027. Includes 1,496,785 RSUs. Represents shares of Class A common stock withheld by the issuer in satisfaction of tax withholding obligations upon the issuance of Class A common stock in settlement of previously granted RSUs.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 09:41 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Carlson Erik

(Last)

(First)

(Middle)

5075 S. SYRACUSE ST.

(Street)

DENVER

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	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/27/2026		A		62,124⁽¹⁾	A	$0	1,137,346⁽²⁾	D
Class A Common Stock	02/27/2026		F		17,861⁽³⁾	D	$6.45	1,119,485⁽²⁾	D
Class A Common Stock	03/01/2026		A		357,711⁽⁴⁾	A	$0	1,477,196⁽⁵⁾	D
Class A Common Stock	03/01/2026		A		357,711⁽⁶⁾	A	$0	1,834,907⁽⁷⁾	D
Class A Common Stock	03/02/2026		F		60,808⁽⁸⁾	D	$6.29	1,774,099⁽⁷⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of RMAX Class A common stock issued for the portion of the 2025 bonus that was paid in equity.

2. Includes 931,182 Restricted Stock Units ("RSUs")

3. Represents shares of Class A common stock withheld by the issuer in satisfaction of tax withholding obligations upon the issuance of Class A common stock for the portion of the 2025 bonus paid in equity.

4. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, the reporting person was granted performance-based RSUs which will vest, if at all, following the performance period of January 1, 2026, through December 31, 2028. The number set forth above is the target amount. The number of RSUs that vest will range from 0-200% of such amount.

5. Includes 1,139,074 unvested RSUs.

6. Pursuant to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, the reporting person was granted time-based RSUs which vest in three equal annual installments beginning on March 1, 2027.

7. Includes 1,496,785 RSUs.

8. Represents shares of Class A common stock withheld by the issuer in satisfaction of tax withholding obligations upon the issuance of Class A common stock in settlement of previously granted RSUs.

	/s/ Mark Rohr, Attorney-in-Fact	03/03/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did RMAX CEO Erik Carlson report on this Form 4?

Erik Carlson reported equity awards and related tax withholdings in RE/MAX Holdings Class A common stock. He received multiple share grants at no cost and had shares withheld by the company to satisfy tax obligations tied to those equity issuances and previously granted RSUs.

How many RE/MAX Holdings (RMAX) shares were granted to Erik Carlson?

The Form 4 shows grants of 357,711 shares on two entries dated March 1, 2026, and 62,124 shares on February 27, 2026. These were recorded at a price of $0.00 per share as stock awards and equity bonus components, not open‑market purchases.

Were any of Erik Carlson’s RMAX transactions open-market sales or purchases?

The reported dispositions are tax-withholding events, not open-market sales. Entries coded “F” show 60,808 shares at $6.29 and 17,861 shares at $6.45 being withheld by RE/MAX Holdings to cover tax liabilities on equity issuances and RSU settlements.

How are performance-based RSUs for Erik Carlson structured at RE/MAX Holdings (RMAX)?

Performance-based RSUs were granted under the 2023 Omnibus Incentive Plan with a performance period from January 1, 2026, through December 31, 2028. The Form 4 notes the number shown is a target, and actual vesting can range from 0% to 200% of that target amount.

What portion of Erik Carlson’s 2025 compensation at RMAX was paid in equity?

A footnote explains that certain shares of RE/MAX Holdings Class A common stock were issued for the portion of Carlson’s 2025 bonus paid in equity. Additional shares were simultaneously withheld by the company to satisfy tax withholding obligations associated with that equity bonus payment.