Liniger Gail A. 4
4 · RE/MAX Holdings, Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
RE/MAX (RMAX) 10% Owner Gail Liniger Gifts Shares
What Happened
Gail A. Liniger, reported as a 10% owner of RE/MAX Holdings, Inc. (RMAX), reported three transactions: a gift (G) of 353,711 shares on 2025-05-06 (disposed for $0), an acquisition by will/inheritance (W) of 1,000 shares on 2025-12-26 (acquired for $0), and a gift (G) of 1,000 shares on 2026-01-23 (disposed for $0). All reported transactions show $0 consideration because they were gifts or inheritance transfers, not market sales or purchases.
Key Details
- Transaction dates and types:
- 2025-05-06: Gift of 353,711 shares (G) — $0 proceeds.
- 2025-12-26: Acquisition by will/inheritance of 1,000 shares (W) — $0 cost.
- 2026-01-23: Gift of 1,000 shares (G) — $0 proceeds.
- Total disclosed disposed by gift: 354,711 shares; total acquired via inheritance: 1,000 shares.
- Shares owned after these transactions: not specified in the provided filing excerpt.
- Footnotes of note:
- F1: Gail Liniger’s spouse transferred shares to the Amended and Restated ADAOS Trust for no consideration.
- F2: The spouse received shares as a beneficiary of a relative’s estate (explains the W acquisition).
- F3: RMCO, LLC common units can be redeemed for RE/MAX Class A shares (one-for-one) or cash, per the RMCO LLC agreement.
- F4: RIHI, Inc. securities are under dispositive and voting control of Gail and her husband, Dave Liniger.
- Filing timeliness: The Form 4 was filed on 2026-02-02 while the earliest reported transaction occurred on 2025-05-06, indicating a late filing (may reduce the usefulness of the timing signal).
Context
Gifts and inherited shares are disposals/acquisitions for estate or family/charitable purposes and do not necessarily reflect the insider’s view of the company’s near-term prospects. As a reported 10% owner (not a routine open-market purchaser), these transactions largely reflect personal, trust, or estate planning and the mechanics described in the footnotes (trust transfers, estate beneficiary receipts, and potential unit-to-stock redemption).
Insider Transaction Report
- Gift
Class A Common Stock
[F1]2025-05-06−353,711→ 0 total(indirect: By Spouse) - Will/Inheritance
Class A Common Stock
[F2]2025-12-26+1,000→ 1,000 total(indirect: By Spouse) - Gift
Class A Common Stock
[F1]2026-01-23−1,000→ 0 total(indirect: By Spouse)
- 353,711(indirect: By Trust)
Class A Common Stock
[F1] - 354,711(indirect: By Trust)
Class A Common Stock
[F1] - 12,559,600(indirect: By RIHI, Inc.)
Common Units of RMCO, LLC
[F3][F4]→ Class A Common Stock of RE/MAX Holdings, Inc. (12,559,600 underlying)
Footnotes (4)
- [F1]The reporting person's spouse transferred shares to the Amended and Restated ADAOS Trust for no consideration.
- [F2]The reporting person's spouse received shares as a beneficiary of a relative's estate.
- [F3]Pursuant to the terms of the Fourth Amended and Restated RMCO, LLC Agreement, common units of RMCO, LLC are redeemable, at the election of the holder, for, at RE/MAX Holdings, Inc.'s option, newly issued shares of Class A common stock of RE/MAX Holdings, Inc. on a one-for-one basis or a cash payment equal to the market price of one share of Class A common stock (subject to customary adjustments, including conversion rate adjustments, underwriting discounts, commissions and adjustments for stock splits, stock dividends and reclassifications).
- [F4]Represents securities owned by RIHI, Inc. Gail Liniger and her husband, Dave Liniger, have dispositive, voting and investment control over such common units of RMCO, LLC.