03/03/2026 | Press release | Distributed by Public on 03/03/2026 20:42
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lombardo Victor Stephen 5075 S. SYRACUSE ST. DENVER, CO 80237 |
President of Mortgage Services | |||
| /s/ Mark Rohr, Attorney-in-Fact | 03/03/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents shares of RMAX Class A common stock issued for the portion of the 2025 bonus that was paid in equity. |
| (2) | Includes 75,000 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 119,901 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 189,802 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. |