The RMR Group Inc. furnished an update on its business by announcing financial results for its fourth fiscal quarter ended September 30, 2025. The company provided a summary press release and a detailed earnings presentation to accompany the results.
The materials were included as Exhibits 99.1 (press release) and 99.2 (earnings presentation) under Item 2.02, Results of Operations and Financial Condition.
The RMR Group Inc. reported that Office Properties Income Trust (OPI), which it manages, commenced voluntary Chapter 11 cases on October 30, 2025. In connection with the filing, RMR’s majority‑owned subsidiary, The RMR Group LLC, entered into a Restructuring Support Agreement with OPI and certain lenders that sets terms for new business and property management agreements, expected to take effect upon OPI’s plan of reorganization becoming effective.
Under the term sheet, the new agreements carry an initial five‑year term. RMR LLC will receive an annual fee of $14.0 million per year for the first two years under the business management agreement, plus a 3% property management fee and a 5% construction supervision fee under the property management agreement, consistent with current terms. Existing management agreements remain in place during the Chapter 11 process, and RMR LLC continues to manage OPI in the ordinary course. Upon consummation of the plan, OPI’s total debt is contemplated to decline from approximately $2.4 billion to approximately $1.3 billion.
Matthew C. Brown, Executive Vice President, Chief Financial Officer and Treasurer of RMR Group Inc. (RMR), filed an initial Form 3 reporting direct ownership of 13,389 shares of Class A common stock. The filing lists the transaction date as 10/01/2025 and bears a signature date of 10/06/2025. No derivative securities or indirect holdings are reported.
RMR Group Inc. (NASDAQ: RMR) received an initial Form 3 from Yael Duffy reporting direct ownership of 12,607 shares of Class A common stock as of 10/01/2025. Ms. Duffy is listed as Executive Vice President of The RMR Group LLC and files the form in her capacity as an officer and director. The filing is an initial disclosure required under Section 16 to show insider holdings and does not report derivative positions.
The RMR Group Inc. reported several internal leadership changes. Effective October 1, 2025, Matthew P. Jordan, previously Chief Financial Officer and Treasurer, will become Chief Operating Officer and Executive Vice President of both the Company and its majority-owned subsidiary, The RMR Group LLC. Matthew C. Brown, a long-time finance leader at RMR, will become Executive Vice President, Chief Financial Officer and Treasurer, succeeding Mr. Jordan in those roles and continuing to oversee accounting, finance support, tax and internal audit.
Yael Duffy will be appointed an Executive Vice President of RMR LLC, continuing to oversee asset management, leasing and property management for office, industrial and retail properties. The filing notes that there are no arrangements, related-party transactions or family relationships tied to these appointments, and the Company will enter into indemnification agreements with Mr. Brown and Ms. Duffy on substantially the same terms as those for its directors and other executive officers.
RMR Group Inc. Form 4: Lindsey Getz, Executive Vice President of The RMR Group LLC, reported a transaction on 09/16/2025 disposing of 510 shares of Class A common stock at a price of $17.28 per share. The filing states the disposition resulted from tax withholding to satisfy a tax liability upon the vesting of previously issued securities. Following this transaction, the reporting person beneficially owns 8,386 shares, held directly. The form is signed by Lindsey Getz on 09/18/2025 and identifies the relationship as an officer and director representative.
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.
John G. Murray, Executive Vice President of The RMR Group LLC and a director of RMR Group Inc. (NASDAQ: RMR), reported a transaction on 09/16/2025 in a Form 4 filing. The Form 4 shows 1,851 shares of Class A Common Stock were disposed of at $17.28 per share. The filing explains the disposition was the withholding of shares to satisfy tax liability upon vesting. After the withholding, Mr. Murray beneficially owned 39,672 shares reported as direct ownership. The form was signed on 09/18/2025.
RMR Group Inc. (RMR) director and executive officer Jennifer B. Clark reported a transaction on 09/16/2025 in which she disposed of 5,494 shares of Class A common stock at a reported price of $17.28 per share. After the sale, Ms. Clark beneficially owned 77,493 shares, reported as direct ownership. The filing states the shares were withheld to satisfy a tax liability related to the vesting of securities issued under Rule 16b-3. The Form 4 is signed by Ms. Clark on 09/18/2025.
Christopher J. Bilotto, Executive Vice President of The RMR Group LLC and officer of RMR Group Inc. (RMR), reported a transaction dated 09/16/2025 in which he disposed of 1,983 shares of Class A common stock at a price of $17.28 per share. Following the transaction he beneficially owned 19,032 shares directly. The Form 4 filing, signed on 09/18/2025, states the disposal reflected withholding of shares to pay tax liability incident to the vesting of securities under Rule 16b-3.