RE/MAX (RMAX) 10% Owner David Liniger Disposes ~12.56M Shares

What Happened

• David L. Liniger, a reported 10% owner of RE/MAX Holdings, Inc. (RMAX), reported multiple share conversions and dispositions on August 24, 2026 tied to the company’s merger transactions. The Form 4 shows acquisition-line items (A) of 7,667,912 and 2,837,149 shares (conversion into Class A common stock), disposition-to-issuer-line items (D) of 8,022,623 and 2,837,149 shares, and an “other” derivative disposition (code J) of 12,559,600 shares reported as disposed at $0.00.
• These transactions occurred under the merger agreements: outstanding RIHI common stock/OpCo units were converted into RE/MAX Class A common shares and then converted/surrendered in the mergers. Under the Merger Agreement, each pre-merger Class A share was entitled, at the holder’s election, to either $13.80 in cash or 0.5150 shares of New Wildlife common stock — meaning the 12,559,600 shares correspond to a maximum cash consideration of about $173.3 million if cash were elected for all converted shares.

Key Details

• Transaction date: August 24, 2026. Prices reported: $0.00 for the derivative disposition line (code J); other lines show “N/A” because the shares were converted/surrendered as part of the merger, not sold on market.
• Reported line-item totals on the Form 4: acquisitions (A) = 10,505,061 shares (7,667,912 + 2,837,149); dispositions to issuer (D) = 10,859,772 shares (8,022,623 + 2,837,149); other disposition (J) = 12,559,600 derivative shares disposed at $0.00.
• Filing timeliness: Report covers transactions dated August 24, 2026 and was filed with the same period date (no late filing indicated).
• Post-transaction ownership: The filing does not specify Liniger’s exact shareholding in New Wildlife or RE/MAX after the conversions/elections.
• Footnotes: conversions/surrenders were pursuant to (i) the RIHI Merger Agreement converting RIHI common stock to RE/MAX Class A stock based on OpCo unit ratios, and (ii) the Merger Agreement that provided the $13.80 cash or 0.5150 New Wildlife share election.

Context

• These are merger-related corporate conversion/surrender transactions, not open-market sales or purchases by the insider. Such merger conversions often show as acquisitions and cancellations on Form 4 lines and may report $0.00 or “N/A” prices because consideration was provided per the merger terms (cash and/or stock election).
• For retail investors: this filing documents a structural change in holdings due to the merger; it does not, by itself, indicate independent buying or selling intent by the insider.