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As filed with the United States Securities and Exchange Commission on October 27, 201515, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Registration Statement

Under

the Securities Act of 1933

RE/MAX Holdings, Inc.

HOLDINGS, INC.
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Its Charter)

5075 South Syracuse Street

Denver, Colorado

80237
(303) 770-5531

7770-5531
(Address, including zip codeIncluding Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of registrant’s principal executive office)Registrant's Principal Executive Offices)

Adam Lindquist Scoville

Vice President and General Counsel

M. Contos
Chief Executive Officer
5075 South Syracuse Street

Denver, Colorado 80237

(303) 770-5531

(Name, address, including zip codeAddress, Including Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of agent for service)Agent For Service)

Copies to:

With a copy to:

Gavin B. Grover Esq.

John M. Rafferty Esq.

Morrison & Foerster LLP

425 Market St. 

Street
San Francisco, CA 94105

(415) 268-7200 

268-7000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement, as determined by market conditions.registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ◻ o

If any of the securities being registered on this Formform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.    ☒ ý

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ◻ o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ◻ o

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ◻ o

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    ◻ o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitionthe definitions of “large"large accelerated filer”, “accelerated filer”filer," "accelerated filer," "smaller reporting company," and “smaller reporting company”"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

             If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. o

CALCULATION OF REGISTRATION FEE

(1)

The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement. This registration statement covers offers, sales and other distributions of the securities listed in this table from time to time at prices to be determined. This registration statement also covers common stock, preferred stock, depositary shares, warrants, rights and debt securities that may be offered or sold under delayed delivery contracts pursuant to which the counterparty may be required to purchase such securities, as well as such contracts themselves. Such contracts would be issued with the specific securities to which they relate.

(2)

In U.S. dollars or the equivalent thereof for any security denominated in one or more, or units of two or more, foreign currencies or composite currencies based on the exchange rate at the time of sale.

(3)

Omitted pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended.

(4)

The warrants covered by this registration statement may be warrants for common stock, preferred stock or depositary shares.

(5)

Estimated solely for purposes of calculating the registration fee under Rule 457 under the Securities Act of 1933, as amended. The aggregate maximum offering price of all securities issued under this registration statement will not exceed $400,000,000. No separate consideration will be received for preferred stock or common stock that are issued upon conversion or exchange of preferred stock, depositary shares or debt securities registered hereunder or for preferred stock distributed upon termination of a deposit arrangement for depositary shares.

(6)

Calculated under Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. The selling stockholderWe may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

PROSPECTUS

Subject to completion,Completion, dated October 27, 2015 15, 2019

PROSPECTUS

RE/MAX Holdings, Inc. $400,000,000

7,500,000

Common Stock
Preferred Stock
Depositary Shares of the Class A common stock 
Warrants
Rights
Debt Securities

This prospectus relates to the dispositionWe may offer, from time to time, byseparately or together, and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus, the selling stockholder,following securities:

•

One or more series or classes of 7,500,000 shares of our Class A common stock, $0.0001 par value $0.0001 per share, or the “Class Aour common stock”, issuable upon exchange on a one-for-one basisstock;



•

One or more series or classes of common units of RMCO, LLC, or “RMCO”, the entity that owns the operating subsidiaries for our business and of which we are a member and the sole manager.

We are registering 7.5 million shares for resale by the selling stockholder under the terms of a registration rights agreement with the selling stockholder executed at the date of our initial public offering,preferred stock, $0.0001 par value per share, or “IPO”. Suchour preferred stock;



•

One or more series or classes of depository shares will be issuedrepresenting our preferred stock, or depository shares;



•

One or more series or classes of warrants to purchase our common stock, preferred stock or depository shares;



•

One or more series or classes of rights to purchase our common stock; and



•

One or more series or classes of debt securities.

        We refer to our common stock, preferred stock, depository shares, warrants, rights and debt securities registered hereunder collectively as the "securities." We may offer the securities separately or together, in redemption for RMCO common unitsseparate series or classes and in amounts, at the time the selling stockholder electsprices and on terms described in one or more supplements to sell shares under this prospectus.

This prospectus describes some of the general terms that may apply to these securities and the manner in which such shares of Class A common stockthey may be offeredoffered. We will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities we are offering and sold by the selling stockholder. If necessary, the specific manner in which the shares of Class A common stock may be offered and soldthey will be describedoffered. The accompanying prospectus supplement also will contain information, where applicable, about certain U.S. federal income tax considerations relating to, and any listing on a securities exchange of, the securities covered by the prospectus supplement.

        We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The securities may also be resold by selling security holders. If any underwriters, dealers or agents are involved in a supplement to this prospectus.

We are not offering any sharesthe sale of Class A common stock for sale under this prospectus, and we will not receive any of the proceedssecurities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the sale or other dispositioninformation set forth, in an accompanying prospectus supplement. For more detailed information, see "Plan of Distribution" in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the sharesoffering of Class A common stock offered hereby.those securities.

Our Class A common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “RMAX”"RMAX". TheOn October 11, 2019, the last reported sale price of theour Class A common stock on the New York Stock Exchange on October 22, 2015NYSE was $35.38 per share. $31.03.

The selling stockholder or its pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the shares of Class A common stock describedInvesting in this prospectus from time to time.  The selling stockholder may resell the Class A common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. Pursuant to the registration rights agreement, we will bear all costs, expenses and fees in connection with the registration of the Class A common stock. The selling stockholder will bear all commissions and discounts, if any, attributable to the sales of Class A common stock.our securities involves substantial risks. See “Plan of Distribution”"Risk Factors" beginning on page 13 for more6 of this prospectus, as well as the "Risk Factors" incorporated by reference herein from our most recentAnnual Report on Form 10-K, ourQuarterly Reports on Form 10-Q and other reports and information about how the selling stockholder may sell or dispose of the shares of Class A common stock registered under for resale under this prospectus.

Investing in our Class A common stock involves risks. You should carefully consider the risks described under “Risk Factors” on page 6 before investing in our Class A common stock.

Neitherthat we file with the Securities and Exchange Commission, or the SEC.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacyaccuracy or accuracyadequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this

This prospectus is dated                        , 2015.  2019.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the “SEC”,SEC, using a “shelf”"shelf" registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or continuous offering process.the Securities Act. Under thisthe shelf registration process, the selling stockholderwe may, from time toover time, sell any combination of the shares of Class A common stocksecurities described in this prospectus in one or more offerings. Additionally, under

        This prospectus provides you with a general description of the shelf process, in certain circumstances,securities that we may provideoffer. As allowed by SEC rules, this prospectus does not contain all the information you can find in the registration statement or the exhibits to the registration statement of which this prospectus is a part. Statements contained in this prospectus and any accompanying prospectus supplement or other offering materials about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document be filed as an exhibit to the registration statement, you should refer to that agreement or document for its complete contents.

        We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that will contain certain specific information aboutmore fully describes the securities being offered and the terms of a particular offering by the selling stockholder. Weoffering. Any accompanying prospectus supplement or free writing prospectus may also provide a prospectus supplementadd to, add information to, or update or changesupersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading "Where To Find Additional Information" in this prospectus.

You should rely only on the information contained or incorporated by reference intoin this prospectus or any applicable prospectus supplement.prospectus. We have not, and the selling stockholder has not authorized anyone to provide you with different information. The selling stockholder is offeringIf anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

        The information contained in this prospectus, any prospectus supplement to this prospectus, any free writing prospectus or the documents incorporated by reference herein or therein are accurate only as of the date of such document. Our business, financial condition, liquidity, results of operations, funds from operations and seeking offersprospects may have changed since those dates.

        In this prospectus, unless the context requires otherwise, references in this prospectus to buy,"we," "our," "us" and "our company" refer to RE/MAX Holdings, Inc., a Delaware corporation, together with its consolidated subsidiaries, including RMCO, LLC ("RMCO").

FORWARD-LOOKING STATEMENTS

        This prospectus and any accompanying prospectus supplement, including the documents incorporated by reference herein and therein, contain statements reflecting our views about our future performance that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are often identified by the use of words such as "believe," "intend," "expect," "estimate," "plan," "outlook," "project," "anticipate," "may," "will," "would" and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to: agent count; franchise sales; revenue; operating expenses; financial outlook; our plans regarding dividends; non-GAAP financial measures; housing and mortgage market conditions and trends; economic and demographic trends; competition; the anticipated benefits of the development and release of booj technology and other technology initiatives; our anticipated sources and uses of liquidity including for potential reacquisitions of Independent Regions in the U.S. and Canada as well as additional acquisitions or investments in complementary business, services and technologies; our

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strategic and operating plans and business models including our plans to re-invest in our business; and our board of directors and management structure.

        Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materiality from those expressed in or suggested by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described in "Risk Factors" in ourannual report on Form 10-K for the fiscal year ended December 31, 2018, and in any subsequentannual report on Form 10-K,quarterly report on Form 10-Q orcurrent report on Form 8-K incorporated by reference herein or in any accompanying prospectus supplement.

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OUR COMPANY

Overview

        We are one of the world's leading franchisors in the real estate industry, franchising real estate brokerages globally under the RE/MAX brand ("RE/MAX") and mortgage brokerages within the U.S. under the Motto Mortgage brand ("Motto"). RE/MAX and Motto are 100% franchised—we do not own any of the brokerages that operate under these brands. We focus on enabling our franchisees' success by providing quality education and training, powerful technology tools and support and valuable marketing to build the strength of the RE/MAX and Motto brands. Although we partner with our franchisees to assist them in growing their brokerages, they fund the cost of developing their brokerages. As a result, we maintain a low fixed-cost structure which, combined with our recurring fee-based models, enables us to capitalize on the economic benefits of the franchising model, yielding high margins and significant cash flow.

        Our History.    RE/MAX was founded in 1973 with an innovative, entrepreneurial culture affording our franchisees and their agents the flexibility to operate their businesses with great independence. In the early years of our expansion in the U.S. and Canada, we accelerated the brand's growth by selling regional franchise rights to independent owners for certain geographic regions, a practice we still employ in countries outside of the U.S. and Canada. RE/MAX has held the number one market share in the U.S. and Canada combined since 1999, as measured by total residential transaction sides completed by our agents. On June 25, 2013, RE/MAX Holdings, Inc. ("RE/MAX Holdings") was formed as a Delaware corporation, and shares of our Class A common stock only in jurisdictions where it is lawful to do so. The information in this prospectus is accurate only asbegan trading on the New York Stock Exchange under the symbol "RMAX" on October 2, 2013. On October 7, 2013, RE/MAX Holdings completed an initial public offering of the dateits shares of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Class A common stock.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS 

In addition to historical information, some of the information in this prospectus including the information we incorporate by reference, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts included or incorporated by reference in this prospectus may constitute forward-looking statements. Discussions containing these forward-looking statements are also contained under the headings “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as in our Current Reports on Form 8-K, and any amendments we make to those filings with the SEC, all of which documents are incorporated by reference herein, and may be contained in any other information included herein or incorporated by reference hereto or in any prospectus supplement hereto. In some cases, you can identify these “forward-looking statements” by the specific words, including but not limited to “may,” “will,” “should,” “expects,” “forecast,” “project,” “intend,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of those words and other comparable words. Such forward-looking statements are subject to various risks, uncertainties, assumptions and other factors, including but limited those under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and similar disclosures in subsequent reports filed with the SEC (which documents are incorporated by reference herein), that could cause actual outcomes or results to differ materially from those indicated in such statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or the “SEC”. You may read and copy any documents filed by us at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. Our filings with the SEC are also available to the public through the SEC’s Internet website at http://www.sec.gov and through the New York Stock Exchange, 20 Broad Street, New York, New York 10005. We make available free of charge on the investor relations portion of our website (http://www.remax.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the SEC.

Our website and the information contained therein or connected thereto are not incorporated into this prospectus or the registration statement of which this prospectus forms a part, and you should not rely on any such information in making your decision whether to purchase our securities.

We have filed a registration statement on Form S-3 with the SEC relating to the shares of Class A common stock covered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits that are part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement at the SEC’s public reference room in Washington, D.C., as well as through the SEC’s Internet website noted above.

The SEC’s rules allow us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC after the date of the initial registration statement and prior to effectiveness of the registration statement and any reports filed by us with the SEC after the date of this prospectus and before the date that the offerings of the shares of Class A common stock by means of this prospectus are terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You can request those documents from our Corporate Secretary at Attn: Corporate Secretary, RE/MAX Holdings, Inc., 5075 South Syracuse Street, Denver, Colorado 80237, (303) 770-5531.

RISK FACTORS

An investment in our Class A common stock involves substantial risks. You should carefully consider the risk factors incorporated by reference fromto ourAnnual Report on Form 10-K for the year ended December 31, 2014, together2018 and our subsequentQuarterly Reports on Form 10-Q, the risk factors described under the caption "Risk Factors" in any applicable prospectus supplement and any risk factors set forth in our other filings with allthe SEC, before making an investment decision. Each of the other information contained or incorporated by referencerisks described in this prospectus before purchasing shares of our Class A common stock from the selling stockholder. The occurrence of any of the events describedthese documents could materially and adversely affect our business, prospects, financial condition, results of operations and our abilityprospects, and could result in a partial or complete loss of your investment. Although we have tried to make cash distributionsdiscuss key factors, please be aware that these are not the only risks we face and there may be additional risks that we do not presently know of or that we currently consider not likely to our stockholders, which could cause you to lose all orhave a significant part of your investment inimpact. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our Class A common stock. Some statements in this prospectus constitute forward-looking statements.business or our financial performance. Please also refer to the section entitled “Forward-Looking Statements.”

Risks Related to This Offering

The substantial number of shares that are eligible for sale could cause the market price for our Class A common stock to decline or make it difficult for us to sell equity securities"Forward-Looking Statements" in the future.

The selling stockholder effectively owns more than 50% of our shares of Class A common stock as a result of its ownership of common units in RMCO (which units are redeemable at the selling stockholder’s election for, at our option, newly issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to the market price of one share of our Class A common stock). Expectations that shares of our Class A common stock may be sold by the selling stockholder could create an “overhang” that may adversely affect the market price for our Class A common stock. 

We cannot predict the effect on the market price of our Class A common stock from time to time as a result of (i) sales by the selling stockholder of some or all of the 7,500,000 shares of our Class A common stock under this prospectus, (ii) the availability of such shares of Class A common stock for sale by the selling stockholder, or (iii) the perception that such shares or additional shares of our Class A common stock may be offered for sale by the selling stockholder. Sales of substantial amounts of shares of our Class A common stock in the public market, or the perception that those sales will occur, could cause the market price of our Class A common stock to decline or make future offerings of our equity securities more difficult. Any sale, or perceived impending sale, of a substantial number of shares of our Class A common stock could cause our stock price to fluctuate or decline.

There are 12,339,639 shares of our Class A common stock outstanding at October 23, 2015. The 7,500,000 shares of Class A common stock that may be sold under this prospectus represent a substantial additional number of shares of our Class A common stock that would be outstanding after this offering is completed.  

Our Class A common stock price may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the price you paid for them.

Many factors, which are outside our control, may cause the market price of our Class A common stock to fluctuate significantly, including the following:

Volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the price they paid for the stock. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low. As a result, you may suffer a loss on your investment.

An active trading market for our Class A common stock may not always exist.

Prior to our initial public offering and the listing of our Class A common stock on the New York Stock Exchange on October 7, 2013, there had not been a public market for our Class A common stock. We cannot predict the extent to which investor interest in our Class A common stock will continue or how liquid the trading market in our shares might become. The shares of Class A common stock available for trading on the New York Stock Exchange before giving effect to any sales of shares under this prospectus represent approximately 40% of the economic interests in our Class A common stock and the remaining 60% of the economic interests are held by RIHI through its ownership of common units in RMCO. As a result, the market for our shares may be less liquid than the market for shares of other public companies and there may be imbalances between supply and demand for our shares. Our share price may therefore experience significant volatility and may not necessarily reflect the value of our expected performance. If an active trading market does not exist, you may have difficulty selling any of our Class A common stock that you buy. Consequently, you may not be able to sell our Class A common stock at prices equal to or greater than the price you paid.

USE OF PROCEEDS

The        We maintain broad discretion over the use of proceeds from the sale of securities pursuant to this prospectus. Unless we specify otherwise in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of securities by us to provide additional funds for general corporate purposes or other dispositionto repay indebtedness. Any allocation of the Class A common stock covered by this prospectus are solely for the accountsnet proceeds of the selling stockholder. Wean offering of securities to a specific purpose will not receive any proceeds from any sale or other disposition of these shares of Class A common stock by the selling stockholder.  

DETERMINATION OF OFFERING PRICE 

This offering is being made solely to allow the selling stockholder to offer and sell shares of our Class A common stock to the public. The selling stockholder may offer for sale some of its sharesbe determined at the time of such offering and price that it chooses. On any given day,will be described in the price per share is likely to be based on the market price of our Class A common stock, as quoted on the New York Stock Exchange on the date of sale, unless shares are sold in private transactions. Consequently, we cannot currently determine the price at which the shares offered for resale pursuantaccompanying supplement to this prospectus may be sold.prospectus.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 180,000,000 shares of Class A common stock, par value $0.0001 per share, 1,000 shares of Class B common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. The following description of our capital stock is a summary and is qualified in its entirety by reference to our certificate of incorporation and bylaws, the forms of which are filedincorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and by applicable law. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock

Class A common stock

Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Upon our dissolution or liquidation or the sale of all or substantially all of our assets, and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.

Holders of shares of our Class A common stock do not have preemptive, subscription, redemption or conversion rights.

Class B common stock

Each holder of Class B common stock shall beis entitled, without regard to the number of shares of Class B common stock held by such holder, to two votesone vote for each common unit in RMCO held by such holder. RIHI is the sole owner of our Class B common stock. As a result of its ownership of the Class B common stock, RIHI has a number of votes in RE/MAX Holdings, Inc. that is equal to two times the aggregate number of common units that it holds in RMCO.  

The voting rights of the Class B common stock will be reduced from two votes for each common unit in RMCO held to one vote upon the earliest of the following dates: (i) October 7, 2018; (ii) at the time of the death of the Company’s Chief Executive Officer, Chairman and Co-Founder David Liniger; or (iii) at such time as RIHI’s ownership of RMCO common units falls below 5,320,380 common units.  In the event that any common units of RMCO are validly transferred in accordance with the terms of the RMCO’s fourth amended and restated limited liability company operating agreement, or the “restated RMCO LLC agreement”, to a transferee other than David Liniger, the voting rights of the corresponding shares of Class B common stock transferred will also be reduced to one times the aggregate number of RMCO common units held by such transferee. 

Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

Holders of our Class B common stock do not have any right to receive dividends or to receive a distribution upon a dissolution or liquidation or the sale of all or substantially all of our assets. Additionally, holders of shares of our Class B common stock do not have preemptive, subscription, redemption or conversion rights.

Preferred Stock

Our certificate of incorporation authorizes our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by any stock exchange, the authorized shares of preferred stock will be available for issuance without further action by you. Our board of directors is able to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

•

the designation of the series;

We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of you might believeissued pursuant to be in your best interests or in which you might receive a premium for your shares of Class A common stock over the market price of the shares of Class A common stock.this prospectus.

Options and Other Equity Awards

Our certificate of incorporation authorizes us to issue shares of Class A common stock and options, rights, warrants and appreciation rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. As of SeptemberJune 30, 2015,2019, we had (i) options to purchase 88,057 shares of Class A common stock outstanding under our 2013 Omnibus Incentive Plan, or Incentive Plan, (ii) 111,988620,497 shares of Class A common stock subject to restricted stock units outstanding under our Incentive Plan, and (iii)(ii) an additional 1,930,7042,187,446 shares available for issuance pursuant to future grants of equity under the Incentive Plan.

Controlled Company

As a result of the voting rights of the Class B common stock held by RIHI, we  qualify as a “controlled company” under the corporate governance standards of the New York Stock Exchange. As a controlled company, we are not required to comply with certain corporate governance requirements, including the requirements that:

We expect RIHI to continue to control a majority of the voting power of our outstanding common stock after the sale of all of the shares of Class A common stock offered by this prospectus and therefore that we will continue to be a “controlled company” under the governance standards of the New York Stock Exchange. 

Antitakeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Our certificate of incorporation and bylaws also contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.

Undesignated Preferred Stock

The authorization of undesignated preferred stock in our certificate of incorporation will make it possible for our board of directors to issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

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Classified Board of Directors

Our certificate of incorporation provides that our board of directors will be divided into three classes, with each class serving three-year staggered terms. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

Our certificate of incorporation provides that special meetings of the stockholders may be called only by a resolution adopted by the affirmative vote of the majority of the directors then in office. Our bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. In addition, any stockholder who wishes to bring business before an annual meeting or nominate directors must comply with the requirements set forth in our bylaws. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control or management of our company.

No Stockholder Action by Written Consent

Pursuant to Section 228 of the Delaware General Corporation Law, or the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our company’scompany's certificate of incorporation provides otherwise. Our certificate of incorporation provides that after the date on which RIHI no longer has voting power over a majority of the outstanding shares of our Class A and Class B common stock, any action required or permitted to be taken by our stockholders may be effected at a duly called annual or special meeting of our stockholders and may not be effected by consent in writing by such stockholders.

No Cumulative Voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation provides otherwise. Our certificate of incorporation does not expressly provide for cumulative voting.

Business Combinations with Interested Stockholders

We have elected in our certificate of incorporation not to be subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’scorporation's voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we are not subject to any anti-takeover effects of Section 203. However, our certificate of incorporation contains provisions that have the same effect as Section 203, except that they provide that RIHI and any person to whom RIHI sells its common stock will not be subject to the restrictions set forth in these provisions.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock is Broadridge Financial Solutions, Inc.

Exchange Listing

Our Class A common stock is listed on the New York Stock ExchangeNYSE under the symbol “RMAX”"RMAX".

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DESCRIPTION OF DEPOSITARY SHARES

SELLING STOCKHOLDER

The selling stockholder, RIHI, isWe may issue receipts for depositary shares, each of which will represent a founding memberfractional interest of RMCO, which holds our operating company indirect subsidiaries.  RIHI is a Delaware corporation that is majority owned and controlled by David Liniger, our Chief Executive Officer, Chairman and Co-Founder, and Gail Liniger, our Vice Chair and Co-Founder. Daryl Jesperson, oneshare of a particular series of our directors, holdspreferred stock, as specified in the applicable prospectus supplement. Preferred stock of each series represented by depositary shares will be deposited under a minority ownershipseparate deposit agreement among us, the depositary named therein and the holders from time to time of the depositary receipts. Subject to the terms of the applicable deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fractional interest in RIHI. On October 7, 2013, weof a share of a particular series of our preferred stock represented by the depositary shares evidenced by such depositary receipt, to all the rights and preferences of the preferred stock represented by such depositary shares (including dividend, voting, conversion, redemption and liquidation rights).

        The depositary shares will be evidenced by depositary receipts issued pursuant to the applicable deposit agreement. Immediately following the issuance and sold 11,500,000delivery of the shares of preferred stock by us to a preferred share depositary, we will cause such preferred shares depositary to issue, on our Class A common stock at a public offering pricebehalf, the depositary receipts. Copies of $22.00 per share in our IPOthe applicable form of deposit agreement and became a memberdepositary receipt may be obtained from us upon request, and the sole manager of RMCO. We are a holding company and, as of September 30, 2015, we own 41.03% ofstatements made hereunder relating to the common units in RMCO, while RIHI owns the remaining 58.97% of common units in RMCO. For additional information regarding relationships between usdeposit agreement and the selling stockholder, see “Certain Relationshipsdepositary receipts to be issued thereunder are summaries of certain provisions thereof and Related Party Transactions” in our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 27, 2015, which is incorporated by reference into this prospectus.

The common units were issued as “restricted securities” under the Securities Actdo not purport to be complete and are subject to, certain restrictions on transfer underand qualified in their entirety by reference to, all of the RMCO LLC agreement. In general,provisions of the common units can be exchanged forapplicable deposit agreement and the related depositary receipts, as well as our Class A common stock on a one-to-one basis, except if we exercisecharter, including articles supplementary relating to the applicable class or series of our option to exchange the common units for cash. This prospectus covers the offerpreferred stock.

Dividends and saleOther Distributions

        The preferred share depositary will distribute all cash dividends or other disposition by the selling stockholder of 7,500,000 shares of Class A common stock issuable to the selling stockholder upon exchange of 7,500,000 common units. We do not expect to exercise our option to exchange such 7,500,000 common units for cash. As detailed further below, 7,500,000 common units comprises only a portion of the selling stockholder’s total holdings.

We have registered the above-referenced 7,500,000 shares to permit the selling stockholder and its pledgees, donees, transferees or other successors-in-interest that, after the date of this prospectus, receive shares of Class A common stock issued upon exchange of their common units to resell or otherwise disposecash distributions received in respect of the shares in the manner contemplated under the “Plan of Distribution.”

The selling stockholder may exchange some, all or none of its common units for shares of Class A commonour preferred stock (subject to our option to exchange units for cash), and it may sell some, all or none of its shares of Class A common stock. Other than our obligation to register the shares for resale pursuant to the registration rights agreement, we currently have no agreements, arrangements or understandings withrecord holders of depositary receipts evidencing the selling stockholder regarding the sale of any of the shares. Therelated depositary shares of Class A common stock offered by this prospectus may be offered from timein proportion to time by the selling stockholder. As part of the original agreement with the selling stockholder at the time of the IPO, we have agreed to, upon request, use reasonable best efforts to keep a registration statement effective for the selling stockholder until the earlier of (a) such time as all the shares owned by the selling stockholder as a consequence of its exchange and conversion of the common units have been disposed of by the selling stockholder or (b) all such shares may be sold by the selling stockholder without limitation or restriction within a three-month period in compliance with Rule 144. The selling stockholder has not requested that all shares issuable in exchange for the entirety of the selling stockholder’s common units be registered and this registration statement does not cover all such shares issuable to the selling stockholder in exchange of the entire of its common units. The Company will file a prospectus supplement setting forth any sale plans prior to any sale or other disposition of the selling stockholder’s shares pursuant to this registration statement.  

The following table sets forth the name of the selling stockholder, the number of such depositary receipts owned by such holders, subject to certain obligations of holders to file proofs, certificates and other information and to pay certain charges and expenses to the preferred shares beneficially owned (through exchange rights associateddepositary.

        In the event of a distribution other than in cash, the preferred shares depositary will distribute property received by it to the record holders of depositary receipts entitled thereto, subject to certain obligations of holders to file proofs, certificates and other information and to pay certain charges and expenses to the preferred shares depositary, unless the preferred shares depositary determines that it is not feasible to make such distribution, in which case the preferred shares depositary may, with our approval, sell such property and distribute the common units) bynet proceeds from such sale to such holders.

        No distribution will be made in respect of any depositary share to the selling stockholder,extent that it represents any shares of preferred stock converted into other securities.

Withdrawal of Shares

        Upon surrender of the depositary receipts at the corporate trust office of the applicable preferred shares depositary (unless the related depositary shares have previously been called for redemption or converted into other securities), the holders thereof will be entitled to delivery at such office, to or upon such holder's order, of the number of whole or fractional shares that mayof preferred stock and any money or other property represented by the depositary shares evidenced by such depositary receipts. Holders of depositary receipts will be offered under thisentitled to receive whole or fractional shares of preferred stock on the basis of the proportion of preferred shares represented by each depositary share as specified in the applicable prospectus andsupplement, but holders of such preferred shares will not thereafter be entitled to receive depositary shares therefor. If the depositary receipts delivered by the holder

PLAN OF DISTRIBUTION 

We are registering the shares of our Class A common stock covered by this prospectus to permit the selling stockholder to resell these securities from time to time after the date of this prospectus. We may issue warrants separately or together with any other securities offered by means of this prospectus, and the warrants may be attached to or separate from such securities. Each series of warrants will not receive any ofbe issued under a separate warrant agreement to be entered into between us and a warrant agent specified therein or in the proceeds from the offering of the shares of our Class A common stock by the selling stockholder. We have been advised by the selling stockholder that the selling stockholder or pledgees, donees or transferees of, or other successors in interest to, the selling stockholder may sell all or a portion of the 7,500,000 shares of our Class A common stock beneficially owned by them and offered hereby from time to time either directly, or through underwriters, broker-dealers or agents, who mayapplicable prospectus supplement. The warrant agent will act solely as agentsour agent in connection with the warrants of such series and will not assume any obligation or who may acquire the sharesrelationship of our Class A common stock as principalsagency or as both, and who may receive compensation in the formtrust for or with any holders or beneficial owners of discounts, commissions or concessions from the selling stockholder or from the purchasers of our Class A common stock for whom they may act as agent (which compensation as to a particular broker-dealer may be less than or in excess of customary commissions). We anticipate that the selling stockholder will determine the timing, manner and size of any sale of shares of Class A common stock pursuant to this prospectus.warrants.

Unless otherwise permitted by law, if shares of our Class A common stock are to be sold pursuant to this prospectus by pledgees, donees or transferees of, or other successors in interest to, the selling stockholder, then we must file a        The applicable prospectus supplement or an amendment to this registration statement underwill describe the following terms, where applicable, provisions of the Securities Act amending it to include such pledgee, donee, transferee or other successorswarrants in interest as selling stockholder under this prospectus.

Determination of Offering Price by the Selling Stockholder

Except as may be described in any prospectus supplement accompanying this prospectus, the selling stockholder may offer its shares of our Class A common stock pursuant to this prospectus from time to time at fixed prices, which may be changed, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. The prices will be determined by the selling stockholder or by agreement between the selling stockholder and underwriters or dealers.

Our Class A common stock is listed on the New York Stock Exchange under the symbol “RMAX.” The public price at which our shares trade in the future might be below the prevailing market price at the time the registration statementrespect of which this prospectus is a part is declared effective. In determining being delivered:

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the title and issuer of such warrants;



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the aggregate number of such warrants;



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the price or prices at which such warrants will be issued;



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the selling stockholdercurrencies in which the price or prices of such warrants may offer itsbe payable;



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the designation, amount and terms of the securities purchasable upon exercise of such warrants;



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the designation and terms of the other securities with which such warrants are issued and the number of such warrants issued with each such security;



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if applicable, the date on and after which such warrants and the securities purchasable upon exercise of such warrants will be separately transferable;



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the price or prices at which any currency or currencies in which the securities purchasable upon exercise of such warrants may be purchased;



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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;



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the minimum or maximum amount of such warrants which may be exercised at any one time;



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information with respect to book-entry procedures, if any;



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a discussion of material federal income tax considerations; and



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any other material terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

In connection with sales of our Class A common stock, the selling stockholder may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of our Class A common stock in the course of hedging their positions. The selling stockholder may also sell the shares of our Class A common stock short and deliver shares of our Class A common stock to close out short positions and to return borrowed shares in connection with the certificates relating to the rights of such short sales, or loan or pledge shares of our Class A common stock to broker-dealers that in turn may sell the shares.

The selling stockholder or its successors in interest may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of our Class A common stock which may be resold thereafter pursuant to this prospectus if our Class A common stock is delivered by the selling stockholder. However, if the Class A common stock is to be delivered by the selling stockholder’s successors in interest, we must file a prospectus supplement or an amendment to this registration statement under applicable provisions of the Securities Act amending it to include the successors in interest as selling stockholders under this prospectus.

The selling stockholder might not sell any, or all, of our Class A common stock offered by it pursuant to this prospectus. In addition, we cannot assure you that the selling stockholderseries and will not transfer the sharesassume any obligation or relationship of our Class A common stock by other means not described in this prospectus.

To the extent required, upon being notified by the selling stockholder that any arrangement has been entered intoagency or trust for or with any agent, underwriterholders of rights certificates or broker-dealer forbeneficial owners of rights. The rights agreement and the salerights certificates relating to each series of the shares of the Class A common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase of any agent, underwriter or broker-dealer(s), the name of the selling stockholder and of the participating agent, underwriter or broker-dealer(s), specific Class A common stock to be sold, the respective purchase prices and public offering prices, any applicable commissions or discounts, and other facts material to the transactionrights will be set forth in a supplement to this prospectus or a post-effective amendmentfiled with the SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

        The applicable prospectus supplement will describe the following terms, where applicable, of the rights to be issued:

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the date for determining the stockholders entitled to the rights distribution;



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the aggregate number of shares of common stock purchasable upon exercise of such rights and the exercise price;



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the aggregate number of rights being issued;



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the date, if any, on and after which such rights may be transferable separately;



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the date on which the right to exercise such rights shall commence and the date on which such right shall expire;



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any special U.S. federal income tax consequences; and



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any other terms of such rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of such rights.

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DESCRIPTION OF DEBT SECURITIES

        The following description, together with the additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions of our debt securities and related guarantees, if any. When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the prospectus supplement the extent to which the general terms and provisions described in this prospectus apply to a particular series of debt securities. To the extent the information contained in the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement.

        We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities may be senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to this prospectus, the debt securities will be direct, unsecured obligations and may be issued in one or more series.

        The debt securities will be issued under an indenture between us and a trustee named in the applicable prospectus supplement. We have summarized select portions of the indenture below. The summary is not complete. The form of the indenture has been filed as an exhibit to the registration statement and you should read the indenture and debt securities carefully for provisions that may be important to you. Capitalized terms used in the summary and not defined in this prospectus have the meanings specified in the indenture.

General

        The terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in such resolutions, in an officer's certificate or by a supplemental indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series, including any pricing supplement or term sheet.

        Unless otherwise specified in a supplement to this prospectus, the debt securities will be direct, unsecured obligations, and will be fully and unconditionally guaranteed by the Company. We can issue an unlimited amount of debt securities under the indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will set forth in a prospectus supplement, including any pricing supplement or term sheet, relating to any series of debt securities being offered, the aggregate principal amount and the following terms of the debt securities, to the extent applicable:

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the title and ranking of the debt securities (including the terms of any subordination provisions),



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the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities,



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any limit on the aggregate principal amount of the debt securities,



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the date or dates on which the principal on the debt securities is payable,



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the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date,

The selling stockholderapplicable prospectus supplement. Dealers and any brokers, dealers, agents or underwriters that participate with the selling stockholderparticipating in the distribution of our Class A common stock pursuant to this prospectusthe securities may be deemed to be “underwriters” within the meaning of the Securities Act. In this case,underwriters, and any discounts and commissions received by these broker-dealers, agents or underwritersthem and any profit realized by them on the resale of our Class A common stock purchased by themthe securities may be deemed to be underwriting commissions or discounts under the Securities Act.and commissions. In addition, any profits realized by the selling stockholder may be deemed to be underwriting commissions. While neither we nor the selling stockholder can presently estimate the amount of such compensation, in compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the aggregate maximum discount commission or agency fees or other items constituting underwriting compensationcommission to be received by any FINRA member or independent broker-dealer willmay not exceed 8% of anythe aggregate offering pursuant to this prospectus and any applicable prospectus supplement or pricing supplement, asprice of the case may be. However, itsecurities offered hereby. It is anticipated that the maximum commission or discountcompensation to be received in any particular offering of securities will be less than this amount.

        Underwriters, dealers and agents may be entitled, under agreements entered into with us, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. Unless otherwise set forth in an accompanying prospectus supplement, the obligations of any underwriters to purchase any of the securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all of such securities, if any are purchased.

LEGAL MATTERS 

The validity of the Class A common stocksecurities offered hereby will beby means of this prospectus and certain federal income tax matters have been passed onupon for us by Morrison & Foerster LLP,  San Francisco, California.  LLP.

EXPERTS 
EXPERTS

The consolidatedConsolidated financial statements of RE/MAX Holdings, Inc. and subsidiaries as of December 31, 20142018 and 2013,2017, and for each of the years in the three-year period ended December 31, 2014,2018, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 have been incorporated by reference herein in reliance upon the reportreports of KPMG LLP, independent registered public accounting firm, appearing elsewhere incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

        The audit report covering the December 31, 2018 financial statements refers to a change to the revenue recognition accounting principle as a result of the adoption of ASC Topic 606, Revenue Recognition—Revenue from Contracts with Customers.

We have filed with the SEC a "shelf" registration statement on Form S-3, including exhibits, schedules and amendments filed with the registration statement, of which this prospectus is a part, under the Securities Act with respect to the securities that may be offered by this prospectus. This prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For further information with respect to our company and the securities that may be offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract or other document has been filed as an exhibit to the registration statement, each statement in this prospectus is qualified in all respects by the exhibit to which the reference relates.

We are subject to the informational requirements of the Exchange Act and, in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings, including the registration statement, are available to you on the SEC's website (http://www.sec.gov), which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We maintain a website at http://www.remax.com. You should not consider information on our website to be part of this prospectus.

        Our securities are listed on the NYSE and all material filed by us with the NYSE can be inspected at the offices of the NYSE at 11 Wall Street, 22^nd Floor, New York, New York 10005.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        We incorporate information into this prospectus by reference, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except to the extent superseded by information contained herein or by information contained in documents filed with or furnished to the SEC after the date of this prospectus. This prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC:

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our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 22, 2019;

PART II

II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth allthe costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the Registrantsale and distribution of the securities being registered. All amounts except the SEC registration fee and FINRA filing fee are estimated. The following table itemizes the expenses incurred by us in connection with the issuance and distributionregistration of the securities other than underwriting discountsbeing registered hereunder.