[Form 4] RMR GROUP INC. Insider Trading Activity

Rhea-AI Filing Summary

Adam D. Portnoy, Managing Director, President & CEO and director of RMR Group, reported a Form 4 disclosing a non-derivative disposition on 09/16/2025. The filing shows 7,775 shares of Class A common stock were disposed at a reported price of $17.28 per share, and the disposition is explained as payment of tax liability by withholding securities incident to the vesting of previously issued securities. Following the transaction Mr. Portnoy is reported to beneficially own 154,797 shares directly and 90,564 shares indirectly through ABP Trust, for which he is the sole trustee and controlling shareholder though he disclaims beneficial ownership except for his pecuniary interest.

Positive

• Timely disclosure of insider transaction under Section 16 is provided
• Transaction explicitly described as tax-withholding tied to vesting, clarifying purpose
• Ownership breakdown includes both direct and indirect holdings with trustee disclaimer

Negative

• Reported disposition of 7,775 Class A shares reduces direct holdings
• Indirect beneficial ownership through ABP Trust may complicate clear ownership picture despite disclaimer

Insights

Securities Analyst

TL;DR: Routine tax-withholding disposition by a named executive; limited direct share reduction disclosed.

The Form 4 documents a standard withholding transaction tied to vesting rather than an open-market sale. The reported disposal of 7,775 Class A shares at $17.28 appears to satisfy tax obligations for vested securities, leaving Mr. Portnoy with 154,797 directly held shares and an additional 90,564 held via ABP Trust. This disclosure is material for transparency but does not by itself indicate strategic liquidation or a change in control. Market impact is likely minimal absent further transactions.

Corporate Governance Expert

TL;DR: Insider filed required disclosure; transaction attributed to tax withholding on vested awards.

The filing appropriately identifies Mr. Portnoy's roles as director and officer and provides the nature of indirect ownership through ABP Trust along with the trustee relationship and disclaimer. The transaction code and explanatory footnotes clarify that the disposition was to satisfy tax withholding obligations arising from vesting, which is a common governance event following equity compensation. The disclosure supports compliance with Section 16 reporting requirements.

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).

1. Name and Address of Reporting Person^*

PORTNOY ADAM D.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Managing Dir., President & CEO

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		7,775	D	$17.28(1)	154,797	D
Class A Common Stock								90,564(2)	I	By Trust(2)

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.

2. These shares are held by ABP Trust; Mr. Portnoy, as the sole trustee, an officer and the controlling shareholder of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Adam D. Portnoy	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 transaction did RMR insider Adam Portnoy report on Form 4?

The Form 4 reports a disposition of 7,775 Class A shares on 09/16/2025 at a reported price of $17.28 per share.

Why were the 7,775 shares disposed according to the filing?

The filing explains the disposition was for payment of a tax liability by withholding securities incident to the vesting of issued securities.

How many RMR shares does Adam Portnoy beneficially own after the reported transaction?

Following the reported transaction he beneficially owns 154,797 shares directly and 90,564 shares indirectly through ABP Trust.

What is Adam Portnoy's relationship to RMR Group?

He is reported as a Director, and an Officer with the title Managing Director, President & CEO.

What does the filing say about the ABP Trust holdings?

The filing states the 90,564 shares are held by ABP Trust; Mr. Portnoy is sole trustee and may be deemed a beneficial owner but disclaims ownership except for his pecuniary interest.