Form 4: RE/MAX 10% Owner Sells Shares Under 10b5-1 Plan

Adam K. Peterson, a Director and 10% owner of RE/MAX Holdings, Inc., reported the sale of 119,862 shares of common stock over two days in February 2026, executed under a Rule 10b5-1 trading plan.

Summary

• Adam K. Peterson, a Director and 10% owner of RE/MAX Holdings, Inc. (RMAX), reported the sale of common stock.
• On February 18, 2026, 52,362 shares were sold at a weighted-average price of $6.9 per share, with trades ranging from $6.85 to $7.02.
• On February 19, 2026, an additional 67,500 shares were sold at a weighted-average price of $6.84 per share, with trades ranging from $6.81 to $6.85.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan, indicating a pre-arranged divestment strategy.
• Following these sales, the reporting persons beneficially own 2,747,336 shares of RE/MAX Holdings, Inc. common stock.
• The shares are indirectly owned by Magnolia Capital Fund, LP, with The Magnolia Group, LLC as its general partner and investment manager, and Mr. Peterson as the managing member of TMG. TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a moderately negative signal due to significant insider selling by a director and 10% owner, despite the transactions being pre-planned under a 10b5-1 plan.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, which suggests a pre-planned divestment strategy rather than an immediate reaction to new, undisclosed information.

Negatives

• A significant sale of 119,862 shares by a Director and 10% owner could be perceived negatively by the market, potentially signaling a lack of confidence or a need for liquidity.
• The sales occurred at prices of $6.9 and $6.84, which are relatively low compared to historical highs for RMAX.

Risks

• Investor sentiment could be negatively impacted by the insider selling, potentially leading to downward pressure on the stock price.
• The sales by a 10% owner might raise questions about the company's future prospects or the insider's long-term commitment.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance.

Management Comments

• The reported shares are directly owned by Magnolia Capital Fund, LP ("MCF"), of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of the shares reported herein.
• TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
• The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Industry Context

StockSavvy.ai notes that insider selling, even under a 10b5-1 plan, can sometimes be interpreted by the market as a signal, particularly when a significant owner and director is involved. In the real estate brokerage industry, which RE/MAX operates in, market sentiment can be sensitive to insider actions, especially during periods of economic uncertainty or fluctuating housing markets.

Related Party Transactions

• The transactions involve Adam K. Peterson, a Director and 10% owner, and entities he controls (Magnolia Capital Fund, LP and The Magnolia Group, LLC), selling shares of RE/MAX Holdings, Inc. This is a direct transaction by a related party.

Stakeholder Impact

• Shareholders: May interpret the insider selling as a negative signal, potentially leading to decreased confidence and downward pressure on the stock price.
• Employees: No direct impact mentioned, but a declining stock price could affect morale or equity-based compensation.

Key Dates

Recommendation

The significant sale of shares by a director and 10% owner, Adam K. Peterson, even under a 10b5-1 plan, suggests a lack of strong conviction in the company's near-term growth or valuation at current levels. While 10b5-1 plans are pre-scheduled, the decision to set up such a plan for substantial divestment by a key insider can be a bearish indicator. This insider selling, coupled with the relatively low sale prices, could signal potential headwinds or a belief that the stock is adequately valued, prompting a seasoned investor to consider selling their position.

Keywords

RE/MAX Holdings, RMAX, Insider Selling, Form 4, Adam K. Peterson, Magnolia Capital Fund, Stock Sale, Director Transaction, 10b5-1 Plan