David L. Liniger, a director and 10% owner of RE/MAX Holdings, Inc., filed a Form 4 on August 24, 2026, disclosing acquisition and disposition transactions in Class A Common Stock and derivative securities tied to the consummation of a merger agreement involving The Real Brokerage Inc.

Key Highlights

  • Merger completed August 24, 2026: RE/MAX Holdings merged with and into a subsidiary of New Wildlife (Rome Wildlife, Inc.), making the issuer a wholly owned subsidiary of New Wildlife, according to the filing.
  • RIHI conversion: Each outstanding share of RIHI common stock was converted into shares of RE/MAX Holdings Class A Common Stock equal to the number of OpCo Common Units held by RIHI, divided by total RIHI shares outstanding.
  • Shares acquired then disposed: Liniger's trusts acquired and subsequently disposed of 8,022,623 shares (Amended and Restated ADAOS Trust) and 2,837,149 shares (Gail A. Liniger Revocable Trust), leaving a beneficial ownership of zero in both trusts.
  • Merger consideration: Each Class A Common Stock share was converted into either $13.80 in cash or 0.5150 shares of New Wildlife common stock, at the reporting person's election, per the filing.
  • OpCo Common Units surrendered: 12,559,600 Common Units of RMCO, LLC held by RIHI were surrendered to the issuer, with Liniger's indirect beneficial ownership in those units reduced to zero.
  • Merger Agreement date: The merger agreement between RE/MAX Holdings and The Real Brokerage Inc. was dated April 26, 2026, according to the filing.

Liniger Beneficial Ownership Reduced to Zero Following RE/MAX Merger Transactions

According to the Form 4 filed with the SEC, David L. Liniger, identified as both a director and a 10% owner of RE/MAX Holdings, Inc. (NYSE:RMAX), reported a series of acquisition and disposition transactions on August 24, 2026, all arising from the closing of two merger transactions. The filing describes a "First Merger" in which Merger Sub I merged with and into RE/MAX Holdings, with the issuer surviving as a wholly owned subsidiary of New Wildlife, and a "Second Merger" in which RE/MAX Holdings merged with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of New Wildlife.

Prior to the First Merger's consummation, the filing discloses that RIHI, Inc. shares were converted into RE/MAX Holdings Class A Common Stock under a separate RIHI Merger Agreement. This conversion caused Liniger's indirectly held trusts - the Amended and Restated ADAOS Trust and the Gail A. Liniger Revocable Trust - to first acquire 8,022,623 and 2,837,149 Class A shares, respectively, and then dispose of those same share amounts as those shares were converted into merger consideration at the First Merger's effective time. The filing states that each share was eligible to receive either $13.80 in cash or 0.5150 shares of New Wildlife common stock, subject to the reporting person's election and certain exceptions.

In Table II, the filing reports that 12,559,600 OpCo Common Units of RMCO, LLC, previously held indirectly by Liniger through RIHI and over which "David Liniger and his wife, Gail Liniger, had dispositive, voting and investment control," were surrendered to the issuer. Following all reported transactions, Liniger's beneficial ownership in each of the affected securities stands at zero, as shown in the filing. The Form 4 was signed by Mark Rohr as Attorney-in-Fact on August 24, 2026.

What Was Disclosed

The filing reports merger-driven acquisitions and dispositions of RE/MAX Holdings Class A Common Stock and the surrender of RMCO, LLC OpCo Common Units, all dated August 24, 2026, leaving director and 10% owner David L. Liniger with zero beneficial ownership in the reported securities.