Form 4: RE/MAX Exec's Equity Compensation Details

RE/MAX Holdings' President of Mortgage Services, Victor Stephen Lombardo, reported equity compensation and related tax withholdings.

Summary

• Victor Stephen Lombardo, President of Mortgage Services at RE/MAX Holdings, Inc. (RMAX), reported several transactions involving Class A Common Stock.
• On February 27, 2026, Lombardo acquired 16,923 shares of Class A common stock as part of his 2025 bonus, paid in equity.
• Concurrently on February 27, 2026, 4,888 shares were withheld by the issuer for tax obligations related to the bonus shares, at a price of $6.45 per share.
• On March 1, 2026, Lombardo was granted 69,901 performance-based Restricted Stock Units (RSUs) under the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan, with vesting contingent on performance from January 1, 2026, through December 31, 2028. The number of RSUs that vest can range from 0-200% of this target amount.
• Also on March 1, 2026, Lombardo was granted 69,901 time-based RSUs under the same plan, which will vest in three equal annual installments beginning on March 1, 2027.
• On March 2, 2026, 7,187 shares were withheld by the issuer for tax obligations upon the settlement of previously granted RSUs, at a price of $6.29 per share.
• Following these transactions, Lombardo's direct beneficial ownership of Class A Common Stock, including RSUs, stands at 219,700 shares, which includes 189,802 RSUs.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It reports routine executive compensation and tax-related transactions, which are expected and do not indicate significant positive or negative operational or financial developments for the company.

Positives

• Victor Stephen Lombardo received significant equity compensation, including 16,923 shares from his 2025 bonus and grants of 69,901 performance-based RSUs and 69,901 time-based RSUs.
• The equity grants increase Lombardo's alignment with shareholder interests, as a substantial portion of his compensation is tied to the company's stock performance and longevity.

Negatives

• A total of 12,075 shares (4,888 shares at $6.45 and 7,187 shares at $6.29) were withheld by the issuer to cover tax withholding obligations, reducing the direct share count.

Risks

• The performance-based RSUs granted on March 1, 2026, carry a risk that the actual number of shares vesting could range from 0% to 200% of the target amount (69,901 shares), depending on the company's performance during the January 1, 2026, through December 31, 2028, period.
• The time-based RSUs granted on March 1, 2026, are subject to forfeiture if the reporting person's employment terminates before the vesting dates, which begin on March 1, 2027.

Future Outlook

The future outlook for Victor Stephen Lombardo's equity holdings includes the potential vesting of 69,901 performance-based RSUs following a performance period ending December 31, 2028, with the final number ranging from 0% to 200% of the target. Additionally, 69,901 time-based RSUs are scheduled to vest in three equal annual installments starting March 1, 2027.

Industry Context

StockSavvy.ai notes that the granting of Restricted Stock Units (RSUs) and equity as part of executive compensation packages is a standard practice across various industries, including real estate services. This approach aims to align the interests of executives with those of shareholders by tying a portion of their compensation to the company's stock performance and long-term value creation. The structure of both performance-based and time-based RSUs is common for incentivizing both short-term operational achievements and long-term retention.

Stakeholder Impact

• Shareholders: The equity grants align the executive's financial interests with shareholder value creation, potentially incentivizing long-term performance.
• Employees: The compensation structure reflects standard executive incentive practices, which may influence broader compensation strategies within the company.

Next Steps

• Vesting of time-based RSUs in three equal annual installments beginning on March 1, 2027.
• Determination of the final number of performance-based RSUs that will vest following the performance period of January 1, 2026, through December 31, 2028.

Key Dates

Keywords

RE/MAX Holdings, RMAX, Form 4, Insider Transaction, Equity Compensation, Restricted Stock Units, RSU, Stock Grant, Executive Compensation, Officer, Mortgage Services