Liniger Gail A. 4

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).