Form 4: RE/MAX CFO Karri Callahan Boosts Stake with RSU Grants

RE/MAX Holdings, Inc. CFO Karri Callahan reported significant equity transactions, including the acquisition of shares from her 2025 bonus and new performance and time-based Restricted Stock Unit grants.

Summary

• Karri R. Callahan, Chief Financial Officer of RE/MAX Holdings, Inc. (RMAX), reported several transactions involving Class A Common Stock.
• On February 27, 2026, Callahan acquired 23,894 shares of Class A common stock as part of her 2025 bonus, with a transaction price of $0.
• On the same date, 6,870 shares were disposed of at $6.45 per share to satisfy tax withholding obligations related to the bonus equity.
• On March 1, 2026, Callahan was granted 81,876 performance-based Restricted Stock Units (RSUs) under the 2023 Omnibus Incentive Plan, with a performance period from January 1, 2026, through December 31, 2028. The number of vested RSUs can range from 0-200% of this target amount.
• Also on March 1, 2026, Callahan was granted 81,876 time-based RSUs, which will vest in three equal annual installments beginning on March 1, 2027.
• On March 2, 2026, 18,414 shares were disposed of at $6.29 per share to cover tax withholding obligations from the settlement of previously granted RSUs.
• Following these transactions, Callahan beneficially owns 524,314 shares of Class A Common Stock, which includes 342,973 RSUs.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing routine executive compensation and tax-related transactions, which are standard for a public company's CFO.

Positives

• CFO Karri Callahan received 23,894 shares as part of her 2025 bonus, indicating continued compensation in equity.
• Callahan was granted a significant number of new performance-based (81,876 target) and time-based (81,876) Restricted Stock Units, aligning her interests with long-term shareholder value.

Negatives

• Shares were disposed of to cover tax withholding obligations (6,870 shares at $6.45 and 18,414 shares at $6.29), which is a common practice but reduces direct share ownership.

Risks

• The number of performance-based RSUs that will ultimately vest can range from 0-200% of the target amount (81,876), depending on performance metrics over the period of January 1, 2026, through December 31, 2028.

Future Outlook

The performance-based RSUs will vest, if at all, following a performance period ending December 31, 2028, with the number of vested units ranging from 0-200% of the target. The time-based RSUs will vest in three equal annual installments starting March 1, 2027.

Industry Context

StockSavvy.ai notes that equity compensation, including performance-based and time-based Restricted Stock Units, is a standard practice across the real estate brokerage industry and broader corporate landscape to incentivize executive performance and align management interests with long-term shareholder value. These grants are typical for a Chief Financial Officer in a publicly traded company like RE/MAX Holdings.

Comparison to Industry Standards

• The use of performance-based and time-based RSUs for executive compensation is a common practice, comparable to compensation structures seen at other major real estate franchisors such as Anywhere Real Estate Inc. (formerly Realogy) or eXp World Holdings.
• The vesting schedules, particularly the multi-year performance period for performance-based RSUs and multi-year annual installments for time-based RSUs, align with typical long-term incentive plans designed to retain executives and drive sustained performance.

Stakeholder Impact

• Shareholders: The RSU grants align the CFO's long-term incentives with shareholder value creation, but also represent potential future dilution upon vesting. Tax withholdings are a standard part of equity compensation.
• Employees: No direct impact on general employees.

Next Steps

• Vesting of performance-based RSUs following the performance period ending December 31, 2028.
• Vesting of time-based RSUs in three equal annual installments beginning March 1, 2027.

Key Dates

Keywords

RE/MAX Holdings, RMAX, Karri Callahan, CFO, Form 4, Insider Trading, Equity Compensation, Restricted Stock Units, RSUs, Stock Grant, Beneficial Ownership