RMR CFO has 1,679 shares withheld for taxes

RMR’s CFO had shares withheld to cover taxes on a vesting event, leaving him with 19,579 Class A shares held directly.

Available on EDGAR 09/21/2026 - 04:25 PM EDT Accepted by SEC EDGAR 09/21/2026 - 04:22 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

RMR GROUP INC. (RMR) disclosed that reporting person Matthew C. Brown, Exec. VP, CFO & Treasurer, had 1,679 shares of Class A Common Stock withheld on September 17, 2026 to pay tax liability incident to a vesting event under Rule 16b-3. The shares were withheld at $18.87 per share, and Brown now holds 19,579 shares directly after this tax-withholding disposition. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Tax Withholding: 1,679 shares

Tax Withholding 1 txn

Insider Brown Matthew C.

Role Exec. VP, CFO & Treasurer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	1,679	$18.87	$32K

Holdings After Transaction: Class A Common Stock — 19,579 shares (Direct)

Holdings Before and After: Class A Common Stock, 21,258 to 19,579 shares (Direct)

Footnotes (1)

1. F1. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

Key Figures

Shares withheld for taxes: 1,679 shares Tax-withholding price per share: $18.87 per share Shares held after transaction: 19,579 shares +1 more

4 metrics

Shares withheld for taxes 1,679 shares Class A Common Stock withheld on September 17, 2026 to pay tax liability

Tax-withholding price per share $18.87 per share Valuation used for the 1,679 withheld shares on September 17, 2026

Shares held after transaction 19,579 shares Direct Class A holdings of Matthew C. Brown following the tax-withholding disposition

Transaction shares related to tax liability 1,679 shares Reported as payment of tax liability by withholding securities incident to vesting

Key Terms

Rule 16b-3, withholding securities, payment of tax liability

3 terms

Rule 16b-3 regulatory

"incident to the vesting of the security issued in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

withholding securities financial

"Payment of tax liability by withholding securities incident to the vesting"

payment of tax liability financial

"Payment of tax liability by withholding securities incident to the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did RMR (RMR) report for Matthew C. Brown?

RMR reported that Exec. VP, CFO & Treasurer Matthew C. Brown had 1,679 Class A shares withheld on September 17, 2026 to pay tax liability tied to a vesting event under Rule 16b-3.

Was the RMR (RMR) insider transaction an open-market sale?

No. The filing states it was a payment of tax liability by withholding securities incident to vesting under Rule 16b-3, not an open-market sale, even though it is reported as a disposition.

At what price were the RMR (RMR) shares withheld for Matthew C. Brown?

The 1,679 Class A shares were valued at $18.87 per share for the tax-withholding transaction reported on September 17, 2026.

How many RMR (RMR) shares does Matthew C. Brown hold after this transaction?

After the tax-withholding disposition, Matthew C. Brown directly holds 19,579 shares of RMR Class A Common Stock, according to the Form 4 filing.

Was a Rule 10b5-1 trading plan used for this RMR (RMR) insider transaction?

No. The document-level checkbox for Rule 10b5-1 is not selected, so the filing does not report this transaction as being made under a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brown Matthew C.

(Last) (First) (Middle)

C/O THE RMR GROUP LLC, TWO NEWTON PLACE

255 WASHINGTON STREET, SUITE 300

(Street)

NEWTON MASSACHUSETTS 02458

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
RMR GROUP INC. [ NASDAQ:RMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. VP, CFO & Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/17/2026		F		1,679	D	$18.87(1)	19,579	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

	/s/ Matthew C. Brown	09/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)