[Form 4] The RMR Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

Adam D. Portnoy, Managing Director, President & CEO of The RMR Group Inc. (NASDAQ: RMR), reported an equity grant on 09/09/2025. The filing shows a grant of 35,587 shares of Class A common stock under the issuer's equity compensation plan, bringing his direct beneficial ownership to 162,572 shares. An additional 90,564 Class A shares are held in the ABP Trust, of which Mr. Portnoy is sole trustee and may be deemed a beneficial owner, although he disclaims beneficial ownership except for his pecuniary interest. The Form 4 was signed on 09/11/2025.

Insights

Financial Analyst

TL;DR: A routine equity grant to the CEO increases direct ownership by 35,587 shares; disclosure is standard and non-dilutive at reporting level.

The transaction is a grant under the company's equity compensation plan, reported as an acquisition on 09/09/2025. Such grants are common for senior executives to align incentives with shareholders. The filing records 162,572 shares directly owned after the grant and 90,564 shares associated with ABP Trust where Mr. Portnoy is sole trustee but largely disclaims beneficial ownership beyond pecuniary interest. There are no derivative instruments or additional unusual terms disclosed.

Corporate Governance Expert

TL;DR: Governance disclosure is complete: insider reported the grant promptly and clarified indirect trust holdings and disclaimers.

The Form 4 clearly identifies Mr. Portnoy's roles and the nature of the transactions. The explanatory note clarifies that the 35,587 shares are a compensation grant and that 90,564 shares are held in ABP Trust with Mr. Portnoy as sole trustee, while he disclaims beneficial ownership except for pecuniary interest. This level of disclosure addresses common SEC transparency expectations for officer/director transactions.

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

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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).

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 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)
09/09/2025

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	09/09/2025		A		35,587	A	(1)	162,572	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. Transaction reported is a grant of shares pursuant to the issuer's equity compensation plan.

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	09/11/2025
	** 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.
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FAQ

What transaction did Adam D. Portnoy report on Form 4 for RMR?

The filing reports a grant acquisition of 35,587 shares of Class A common stock on 09/09/2025 under the issuer's equity compensation plan.

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

The Form 4 shows 162,572 shares directly beneficially owned following the reported transaction, plus 90,564 Class A shares associated with ABP Trust.

What is the nature of the 90,564 shares held in ABP Trust mentioned in the RMR Form 4?

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

When was the Form 4 signed and filed for this RMR insider transaction?

The signature on the Form 4 is dated 09/11/2025 and the transaction date reported is 09/09/2025.

Was this Form 4 reporting any derivative transactions or option exercises for RMR?

No. Table II for derivative securities contains no entries; only a non-derivative grant of Class A common stock is reported.