EX-FILING FEES 5 tm2316972d1_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

Calculation of Filing Fee Tables

 

FORM S-8

(Form Type)

 

RE/MAX Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type  Security
Class
Title
  Fee
Calculation
Rule
  Amount
Registered(1)
   Proposed
Maximum
Offering Price
Per Unit
   Maximum
Aggregate
Offering
Price
   Fee Rate   Amount of
Registration Fee
 
Equity  Class A Common Stock  Rule 457(h)   2,811,051   $19.14(2)  $53,803,516.14   $0.0001102   $5,929.15 
Total Offering Amounts                  $53,803,516.14        $5,929.15 
Total Fee Offsets                            $5,929.15 
Net Fee Due                            $0.00(3)

 

Table 2: Fee Offset Claims and Sources

 

   Registrant
or File Name
  Form
or
Filing
Type
  File
Number
  Initial
Filing
Date
  Filing
Date
   Fee
Offset
Claimed
   Security
Type
Associated
with Fee
Offset
Claimed
  Security
Title
Associated
with Fee
Offset
Claimed
  Unsold
Securities
Associated
with Fee
Offset
Claimed
   Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
   Fee Paid
with
Fee Offset
Source
 
                                       
Rule 457(p)
Fee Offset Claims  RE/MAX Holdings, Inc.  S-3  333- 234187  October 15, 2019       $5,929.15   Unallocated (Universal) Shelf  Unallocated (Universal) Shelf   (3)   $400,000,000      
Fee Offset Sources  RE/MAX Holdings, Inc.  S-3  333- 234187      October 15, 2019                        $5,929.15 

 

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock that become issuable under the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Class A common stock.
(2) The proposed maximum offering price per share has been estimated in accordance with Rule 457(c) and (h) under the Securities Act, as to the shares authorized for issuance pursuant to the 2023 Plan, solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on May 22, 2023, because the price at which the securities to be granted in the future may be exercised is not currently determinable.
(3)

The registrant previously registered the offering of $400,000,000 of securities under a Registration Statement on Form S-3 filed with the Securities and Exchange Commission on October 15, 2019 (File No. 333-234187) (the “Prior Registration Statement”), which was declared effective on December 30, 2019 and expired on December 30, 2022. Of the $400,000,000 of securities registered on the Prior Registration Statement, for which a contemporaneous fee payment of $51,920.00 was paid, all $400,000,000 of the securities remained unsold when the Prior Registration Statement expired, leaving $51,920.00 in previously paid fees available for future offset. Subsequently, the registrant registered the offering of $350,000,000 of securities under a Registration Statement on Form S-3 filed with the Securities and Exchange Commission on February 28, 2023 (File No. 333-270127) (the “2023 Registration Statement”), claiming a fee offset of $38,570.00 pursuant to Rule 457(p) under the Securities Act, leaving $13,350.00 in previously paid fees available for future offset. Pursuant to Rule 457(p) under the Securities Act, the registration fee applicable to the offering of $53,803,516.14 of securities being registered hereby in the amount of $5,929.15 is offset by $5,929.15 in registration fees previously paid by the registrant with respect to securities that were not issued pursuant to the Prior Registration Statement and not claimed for offset in connection with the 2023 Registration Statement. Accordingly, no additional registration fees are due to be paid at this time.