[Form 4] RMR GROUP INC. Insider Trading Activity

Rhea-AI Filing Summary

Matthew P. Jordan, Executive Vice President, Chief Financial Officer and Treasurer of RMR Group Inc. (NASDAQ: RMR), reported a sale of 5,475 shares of Class A Common Stock on 09/16/2025 at a reported price of $17.28 per share. After this disposition, Mr. Jordan is reported to beneficially own 60,489 shares, held directly. The filing states the shares were withheld to satisfy a tax liability arising from the vesting of securities, indicating the sale was not an open-market discretionary sale but a tax-withholding action tied to equity compensation. The Form 4 was signed on 09/18/2025.

Positive

• Reporting person retained a substantial holding of 60,489 Class A shares after the withholding disposition
• Sale was for tax withholding related to vesting, indicating administrative purpose rather than open-market liquidation

Negative

• Disposition of 5,475 shares reduced the reporting person's direct share count
• Transaction involved cash value of shares at $17.28 per share, representing realized proceeds (for tax withholding)

Insights

Securities Analyst

TL;DR: Insider withheld shares to cover taxes; ownership remains material at 60,489 shares.

The reported transaction is a withholding disposition of 5,475 Class A shares at $17.28 each to satisfy tax obligations from vested equity. Such transactions are routine in the context of equity compensation and typically do not signal a change in company guidance or operations. The reporting person remains a senior executive and continues to hold 60,489 shares directly, which preserves alignment with shareholders. No additional derivative or option activity is reported on this Form 4.

Corporate Governance Expert

TL;DR: Transaction is administrative (tax withholding) and not an ordinary sale to diversify or liquidate holdings.

The filing explicitly describes the sale as payment of tax liability by withholding securities incident to vesting under Rule 16b-3, which is a standard administrative action following equity vesting. From a governance standpoint, these transactions are common and generally not material to investor valuation. The executive continues to hold a substantial block of shares, suggesting continued economic exposure to company performance.

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

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

1. Name and Address of Reporting Person^*

Jordan Matthew P.

(Last) (First) (Middle)

C/O THE RMR GROUP LLC TWO NEWTON PLACE

255 WASHINGTON STREET, SUITE 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

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 and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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

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

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

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	09/16/2025		F		5,475	D	$17.28(1)	60,489	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 P. Jordan	09/18/2025
	** 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.

FAQ

What did RMR insider Matthew P. Jordan report on Form 4?

The Form 4 reports a disposition of 5,475 Class A shares on 09/16/2025 at $17.28 per share to satisfy a tax liability; holdings after the transaction are 60,489 shares.

Why were shares sold according to the filing?

The filing states the shares were withheld to pay a tax liability arising from the vesting of securities, consistent with Rule 16b-3 procedures.

Does the Form 4 show option or derivative activity for Mr. Jordan?

No. Table II (derivative securities) shows no reported exercisable or derivative transactions; only a non-derivative disposition of Class A shares is listed.

When was the Form 4 signed and filed?

The Form 4 bears the reporting person's signature dated 09/18/2025.

How many Class A shares does Mr. Jordan own after the transaction?

He is reported to beneficially own 60,489 Class A shares following the reported disposition.