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(3) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Class A Common Stock | Rule 457(c) and Rule 457(h) | 868,012(2) | $9.32 | $8,089,871.84 | 0.00014760 | $1,194.07 |
| Total Offering Amounts | $8,089,871.84 | $1,194.07 | |||||
| Total Fee Offsets | $1,194.07 | ||||||
| Net Fee Due | $0.00(5) | ||||||
Table 2: Fee Offset Claims and Sources
| Registrant or Filer 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 | $1,194.07 | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | (4) | $400,000,000 | ||
| Fee Offset Sources | RE/MAX Holdings, Inc. | S-3 | 333- 234187 | October 15, 2019 | $1,194.07 | ||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”), of RE/MAX Holdings, Inc., a Delaware corporation (the “Registrant”), that become issuable by reason of any of 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) | Represents shares of Class A Common Stock issuable upon the vesting restricted stock units (“RSUs”) granted to the Chief Executive Officer of the Registrant, effective as of November 13, 2023, as an employment inducement award under Section 303A.08 of the NYSE Listed Company Manual. |
| (3) | The proposed maximum offering price per share has been estimated in accordance with Rule 457(c) and Rule (h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low sales prices of shares of Class A Common Stock as reported on the New York Stock Exchange on February 20, 2024, because the price at which the securities to be granted in the future may be exercised is not currently determinable. |
| (4) | 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 (the “SEC”) on October 15, 2019 (File No. 333-234187) (the “Prior Registration Statement on Form S-3”), 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 SEC on February 28, 2023 (File No. 333-270127) (the “2023 Registration Statement on Form S-3”), 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. Thereafter, the Registrant registered the offering of $53,803,516.14 of securities under a Registration Statement on Form S-8 filed with the SEC on May 26, 2023 (File No. 333-272219) (the “2023 Registration Statement on Form S-8”), claiming a fee offset of $5,929.15 pursuant to Rule 457(p) under the Securities Act, leaving $7,420.85 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 $8,089,871.84 of securities being registered hereby in the amount of $1,194.07 is offset by $1,194.07 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 on Form S-3 or the 2023 Registration Statement on Form S-8. Accordingly, no additional registration fees are due to be paid at this time. |
