RMR CEO has 10,140 shares withheld for taxes

RMR’s CEO reported a tax-related share withholding tied to vesting, with direct holdings remaining above 180,000 Class A shares plus additional indirect trust-held shares.

Rhea-AI Filing Summary

RMR GROUP INC. (RMR) reported that Managing Director, President & CEO Adam D. Portnoy had 10,140 shares of Class A Common Stock withheld on September 17, 2026 to pay tax liabilities associated with vesting, at a reference value of $18.87 per share. After this tax-withholding disposition, he directly held 182,562 shares and was indirectly associated with 90,564 shares held by ABP Trust, for which he disclaims beneficial ownership except to the extent of his pecuniary interest. No transactions were reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

Tax Withholding: 10,140 shares

Tax Withholding 2 txns

Insider PORTNOY ADAM D.

Role Managing Dir., President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	10,140	$18.87	$191K
holding	Class A Common Stock F2	--	--	--

Holdings After Transaction: Class A Common Stock — 182,562 shares (Direct); Class A Common Stock — 90,564 shares (Indirect, By Trust)

Footnotes (2)

1. F1. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.
2. F2. 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.

Key Figures

Shares withheld for taxes: 10,140 shares Reference price per share: $18.87 per share Direct holdings after transaction: 182,562 shares +2 more

5 metrics

Shares withheld for taxes 10,140 shares Class A Common Stock withheld on September 17, 2026 for tax liability

Reference price per share $18.87 per share Value used for the 10,140-share tax-withholding disposition

Direct holdings after transaction 182,562 shares Class A Common Stock directly held by Adam D. Portnoy after September 17, 2026

Indirect holdings via ABP Trust 90,564 shares Class A Common Stock held by ABP Trust with disclaimed beneficial ownership except for pecuniary interest

Tax-liability transactions this filing 1 transaction, 10,140 shares Exercise-price-or-tax-liability category in transaction summary

Key Terms

Rule 16b-3, beneficial owner, pecuniary interest, tax liability

4 terms

Rule 16b-3 regulatory

"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.

beneficial owner regulatory

"may be deemed to be a beneficial owner of these shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"disclaims such beneficial ownership except to the extent of his pecuniary interest"

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) disclose for Adam D. Portnoy?

RMR disclosed that Adam D. Portnoy had 10,140 shares of Class A Common Stock withheld on September 17, 2026 to pay tax liabilities related to vesting, rather than executing an open-market buy or sell.

At what value were the RMR shares withheld to cover taxes?

The tax-related withholding for Adam D. Portnoy used a reference value of $18.87 per share for 10,140 shares of RMR Class A Common Stock on September 17, 2026.

How many RMR shares does Adam D. Portnoy hold directly after this Form 4?

Following the September 17, 2026 tax-withholding disposition, Adam D. Portnoy directly held 182,562 shares of RMR Class A Common Stock, as reported in the Form 4.

What indirect RMR holdings are reported for Adam D. Portnoy via ABP Trust?

The Form 4 reports 90,564 shares of RMR Class A Common Stock held by ABP Trust. Adam D. Portnoy may be deemed a beneficial owner but disclaims beneficial ownership except to the extent of his pecuniary interest.

Was the RMR insider transaction made under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 plan for the reported September 17, 2026 tax-withholding transaction in RMR shares.

Does this RMR Form 4 report any open-market purchases or sales by the CEO?

No. The Form 4 reports only a tax-withholding disposition of 10,140 shares tied to vesting and provides updated direct and indirect holdings, with no open-market buys or sells disclosed.

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

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Available on EDGAR 09/21/2026 - 04:20 PM Accepted by SEC EDGAR 09/21/2026 - 04:19 PM Learn about SEC filing dates

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^*

PORTNOY ADAM D.

(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)

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

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		10,140	D	$18.87(1)	182,562	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	09/21/2026
	** 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)