RMR Group (NASDAQ: RMR) outlines John G. Murray retirement pay package

Rhea-AI Filing Summary

The RMR Group Inc. disclosed a planned retirement arrangement for John G. Murray, an Executive Vice President of The RMR Group LLC and the president, chief executive officer and a director of Sonesta International Hotels Corporation. He will remain in his current officer and director roles at RMR LLC and Sonesta until March 31, 2026, then resign from all officer and related positions, and continue as a Sonesta employee until September 30, 2026.

Under a retirement letter agreement, he will receive his current cash salary through March 31, 2026, then $15,000 per month from Sonesta from April 1, 2026 until the retirement date. Subject to executing customary releases, he is also entitled to a $1,912,500 cash bonus for 2025 and a combined $2,765,625 cash payment, each paid in installments in April and October 2026. RMR LLC will recommend that the company’s Compensation Committee accelerate vesting of his unvested RMR shares as of the retirement date, and the agreement includes standard confidentiality, non-solicitation and waiver and release provisions.

Insights

Corporate governance and compensation analyst

RMR sets a structured, multi-stage retirement package for a key executive.

The RMR Group Inc. and Sonesta have agreed on a defined transition for John G. Murray, with role changes and employment ending on September 30, 2026. He remains in leadership through March 31, 2026, then stays as a Sonesta employee, which can support continuity while succession plans are implemented.

The agreement specifies cash elements: continuation of current salary through March 31, 2026, Sonesta payments of $15,000 per month from April 1, 2026 to the retirement date, a $1,912,500 bonus for calendar 2025, and a combined $2,765,625 in cash paid in two equal installments on or about April 9, 2026 and October 9, 2026, all contingent on customary releases. These figures represent a meaningful cash outlay tied to his departure.

RMR LLC also agreed to recommend that the Compensation Committee accelerate vesting of his unvested company shares effective as of the retirement date, which could pull forward equity-based expense and finalize his equity participation sooner. Investors can look to future disclosures, including the referenced Form 10-Q for the period ending December 31, 2025, for additional detail on the full economic impact of this arrangement.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 12, 2026
Date of Report
(Date of earliest event reported)

The RMR Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-37616	8742	47-4122583
(Commission File Number)	(Primary Standard Industrial	(IRS Employer
	Classification Code Number)	Identification Number)

Two Newton Place, 255 Washington Street, Suite 300, Newton, MA, 02458-1634
(Address of principal executive offices, including zip code)

(617) 796-8230

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title Of Each Class		Trading Symbol		Name Of Each Exchange On Which Registered
Class A common stock, $0.001 par value per share		RMR		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨ Emerging growth company

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 13(a) of the Exchange Act. ¨

In this Current Report on Form 8-K, the terms “the Company” or “its” refer to The RMR Group Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company’s majority owned subsidiary, The RMR Group LLC (“RMR LLC”), and Sonesta International Hotels Corporation (“Sonesta”), entered into a letter agreement (the “Retirement Agreement”), dated January 12, 2026, with John G. Murray, an Executive Vice President of RMR LLC and the president and chief executive officer and a director of Sonesta. Mr. Murray will continue to serve in his current roles as an officer of RMR LLC and as an officer and director of Sonesta until March 31, 2026, at which time he will resign from such offices and from any other officer or related positions within RMR LLC, Sonesta, any RMR LLC managed company or any of their affiliates. Mr. Murray will continue to serve as an employee of Sonesta until September 30, 2026 (the “Retirement Date”).

Under the Retirement Agreement, RMR LLC and Sonesta agreed to pay Mr. Murray his current cash salary compensation until March 31, 2026, payable consistent with past practices, and Sonesta agreed to pay Mr. Murray $15,000 per month from April 1, 2026 until the Retirement Date. In addition, subject to his execution of a customary release on or before each payment date, RMR LLC and Sonesta agreed to pay Mr. Murray (i) a cash bonus payment of $1,912,500 in respect of calendar year 2025, payable consistent with past practices, that is expected to be paid on or about April 8, 2026 and (ii) a combined cash payment in the amount of $2,765,625, payable consistent with past practices, with half of that amount expected to be paid on or about April 9, 2026, and the other half expected to be paid on or about October 9, 2026. Pursuant to the Retirement Agreement, RMR LLC agreed to recommend that the Company’s Compensation Committee approve the acceleration of vesting of Mr. Murray’s unvested shares of the Company, effective as of the Retirement Date. The Retirement Agreement contains other customary terms and conditions, including confidentiality, non-solicitation, and other covenants and a waiver and release. The foregoing summary of the material terms of the Retirement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Retirement Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending December 31, 2025.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE RMR GROUP INC.
Date: January 12, 2026	By:	/s/ Matthew C. Brown
		Matthew C. Brown
		Executive Vice President, Chief Financial Officer and Treasurer

FAQ

Who is John G. Murray in relation to The RMR Group Inc. (RMR)?

John G. Murray is an Executive Vice President of The RMR Group LLC and serves as the president, chief executive officer and a director of Sonesta International Hotels Corporation, a majority owned subsidiary-related company.

When will John G. Murray retire under the new agreement with RMR and Sonesta?

He will continue as an officer of The RMR Group LLC and as an officer and director of Sonesta until March 31, 2026, then remain a Sonesta employee until his retirement date of September 30, 2026.

What cash compensation will John G. Murray receive as he transitions out of his roles?

He will receive his current cash salary through March 31, 2026, $15,000 per month from Sonesta from April 1, 2026 to September 30, 2026, a $1,912,500 cash bonus for calendar 2025 expected on or about April 8, 2026, and a combined $2,765,625 cash payment in two equal installments expected on or about April 9, 2026 and October 9, 2026, subject to customary releases.

How does the Retirement Agreement affect John G. Murray’s unvested RMR shares?

Under the Retirement Agreement, The RMR Group LLC agreed to recommend that the company’s Compensation Committee approve the acceleration of vesting of Mr. Murray’s unvested shares of The RMR Group Inc., effective as of the September 30, 2026 retirement date.

Are there any restrictive covenants in John G. Murray’s Retirement Agreement with RMR and Sonesta?

Yes. The Retirement Agreement includes customary terms and conditions such as confidentiality, non-solicitation and other covenants, along with a waiver and release.

Where will investors find the full text of John G. Murray’s Retirement Agreement with RMR?

The company states that the full text of the Retirement Agreement will be filed as an exhibit to The RMR Group Inc.’s Quarterly Report on Form 10-Q for the period ending December 31, 2025.