As filed with the Securities and Exchange Commission on February 25, 2021

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Registration No. 333-

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

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RE/MAX Holdings, Inc.

(Exact name of registrant as specified in its charter)

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5075 South Syracuse Street

Denver, Colorado 80237

(303) 770-5531
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan

(Full title of the Plan)

Adam Lindquist Scoville

Vice President, General Counsel

5075 South Syracuse Street

Denver, Colorado 80237

(303) 770-5531
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

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

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CALCULATION OF REGISTRATION FEE

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I is not filed as part of this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as required by Securities Act Rule 428(b)(1).

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by the Registrant relating to 910,051 shares of its Class A common stock. This amount comprises the number of shares issuable to eligible service providers of the Registrant under the 2013 Omnibus Incentive Plan (the “Plan”), in addition to the shares of the Registrant’s common stock already registered under the Plan on the Form S-8 filed on October 1, 2013 (Commission File No. 333-191519) (the “Prior Registration Statement”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

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Item 8.Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the twenty-fifth day of February 2021.

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RE/MAX HOLDINGS, INC.

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By:/s/ Adam Lindquist Scoville

Adam Lindquist Scoville

Vice President and General Counsel

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POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below hereby constitutes and appoints Adam Contos and Adam Lindquist Scoville, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments, including post-effective amendments to the Registration Statement, including a prospectus or an amended prospectus therein and any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

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