DEF 14A of RMR Group Inc., Jan 15, 2026

DEF 14A of RMR Group Inc.

Filed Jan 15, 2026 · FY20250001104659-26-004085

Open on EDGAR

  1. Director Nominees to be Elected at Our 2026 Annual Meeting

    Director Nominees to be Elected at Our 2026 Annual Meeting

  2. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Matthew P. Jordan, 50, Managing Director | | | DIRECTOR SINCE JANUARY 2026 BOARD COMMITTEES None | PROFESSIONAL EXPERIENCE: • Executive Vice President and Chief Operating Officer of the Company since 2018 and October 2025, respectively. • Chief Financial Officer and Treasurer of the Company from 2015 until October 2025. • Executive Vice President and Chief Operating Officer of RMR LLC since 2017 and October 2025, respectively. • Chief Financial Officer and Treasurer of RMR LLC from 2012 until October 2025. • Former Chief Accounting Officer for RMR LLC. • Director, president and chief executive officer of Tremont Realty Capital LLC since January 2021. • Executive vice president, chief financial officer and treasurer of Tremont Realty Capital LLC from October 2017 to December 2020. • Executive vice president, chief financial officer and treasurer of RMR Advisors LLC from October 2017 to January 2021 when it merged with Tremont Realty Capital LLC. • Certified public accountant. OTHER RMR PUBLIC CLIENT BOARDS(1): • Industrial Logistics Properties Trust (from 2022 through 2025) • Seven Hills Realty Trust (since 2021) • Tremont Mortgage Trust (from 2020 until it merged with Seven Hills Realty Trust in September 2021) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Mr. Jordan brings to our Board leadership experience in his positions with the Company and demonstrated management ability. Mr. Jordan has extensive experience in, and knowledge of, the CRE and residential real estate industries and REITs, and is responsible for the Company’s capital formation and strategic growth and overseeing the Company’s shared service functions and operating platforms. Mr. Jordan possesses institutional knowledge earned through prior leadership positions with the Company. Mr. Jordan has professional skills and expertise in accounting and finance and experience as a chief executive officer, chief financial officer and chief accounting officer. Mr. Jordan qualifies as a Managing Director in accordance with the requirements of our Bylaws. | |

  3. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Risk Oversight/Management | Human Capital Management | Financial Literacy | Public Company Board | | REIT/Real Estate | Investment Expertise | Public Company Executive | |

  4. Director Nominees to be Elected at Our 2026 Annual Meeting

    RMR LLC or its subsidiaries currently provide management services to the following five public companies that do not have any employees of their own: Diversified Healthcare Trust (Nasdaq: DHC), Industrial Logistics Properties Trust (Nasdaq: ILPT), Office Properties Income Trust (OTS Markets: OPITS), Service Properties Trust (Nasdaq: SVC) and Seven Hills Realty Trust (Nasdaq: SEVN). For these companies with no employees, RMR LLC or its subsidiaries provide all business operations and functions pursuant to the terms of the applicable management agreements with those companies.

  5. Director Nominees to be Elected at Our 2026 Annual Meeting

    | THE RMR GROUP INC. | | 2026 Proxy Statement 13 |

  6. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Ann Logan, 71, Independent Director | | | DIRECTOR SINCE 2015 BOARD COMMITTEES Audit (Chair) Compensation Nominating and Governance | PROFESSIONAL EXPERIENCE: • Various executive roles at Fannie Mae, a U.S. Government sponsored enterprise with various classes of publicly owned securities, including as executive vice president of the single family mortgage business from 1998 to 2000 and as executive vice president and chief credit officer from 1993 to 1998. • Former board member of The Washington School for Girls and Georgetown Preparatory School and chair of the board of trustees of Bryn Mawr College. • Director of PHH Corporation, a New York Stock Exchange listed company providing real estate mortgage and automotive fleet services from 2005 to 2010, where she was chair of the risk management committee and served on the audit and compensation committees. OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Ms. Logan brings to our Board valuable perspective on the broader real estate industry and significant experience in the real estate mortgage and credit industries. Ms. Logan possesses professional skills, training and expertise in finance and risk management matters, as well as demonstrated management ability gained in part from service on boards and board committees and experience as a senior executive of a public company. Ms. Logan qualifies as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws. | |

  7. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Risk Oversight/Management | Human Capital Management | Financial Expertise | REIT/Real Estate | | Investment Expertise | Public Company Executive | | |

  8. Director Nominees to be Elected at Our 2026 Annual Meeting

    | 14 THE RMR GROUP INC. | | 2026 Proxy Statement |

  9. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Rosen Plevneliev, 61, Independent Director | | | DIRECTOR SINCE 2017 LEAD INDEPENDENT DIRECTOR SINCE 2022 BOARD COMMITTEES Audit Compensation Nominating and Governance | PROFESSIONAL EXPERIENCE: • President of Bulgaria from January 22, 2012 to January 22, 2017. • Bulgaria’s Minister of Regional Development and Public Works from 2009 to 2011, overseeing the country’s infrastructure, communications and development projects. • Former partner and chief executive officer of IRIS International Ltd, a construction management firm that he founded in 1990, and managed several prominent projects in Germany and Bulgaria, including the Reichstag, Munich Airport and the Sofia Business Park, the first business park in Bulgaria and the largest office park in southeastern Europe. • Former member of the board of directors of the American Chamber of Commerce in Bulgaria, the board of the Confederation of Employers and Industrialists in Bulgaria and the board of the “For Our Children” Foundation. OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Mr. Plevneliev brings to our Board executive experience and demonstrated leadership ability as a former head of state. Additionally, Mr. Plevneliev leverages his experience heading large scale real estate construction and development projects in both the public and private sectors, as well as his experience as a senior executive of a construction management company in fulfilling his duties on our Board. Mr. Plevneliev qualifies as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws. | |

  10. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Risk Oversight/Management | Human Capital Management | Financial Literacy | Diplomacy and Leadership | | Real Estate Management | Construction | | |

  11. Director Nominees to be Elected at Our 2026 Annual Meeting

    | THE RMR GROUP INC. | | 2026 Proxy Statement 15 |

  12. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Adam Portnoy, 55, Managing Director | | | DIRECTOR SINCE 2015 CHAIR OF OUR BOARD SINCE 2022 BOARD COMMITTEES None | PROFESSIONAL EXPERIENCE: • President and Chief Executive Officer of the Company, since shortly after our formation in 2015. • President and Chief Executive Officer of RMR LLC since 2005, and Director from 2006 to June 5, 2015 when RMR LLC became a majority owned subsidiary of our Company and we became RMR LLC’s managing member. • Sole director of AlerisLife Inc. since its acquisition by ABP Trust in March 2023. • Chair of the boards of Diversified Healthcare Trust, Industrial Logistics Properties Trust, Office Properties Income Trust, Seven Hills Realty Trust and Service Properties Trust. • Director of RMR Advisors LLC from 2007 to January 2021 when it merged with Tremont Realty Capital LLC. • Director of Tremont Realty Capital LLC since March 2016. • Sole trustee, controlling shareholder and an officer of ABP Trust, our controlling shareholder. • Director and controlling shareholder of Sonesta International Hotels Corporation and its parent. • Honorary Consul General of the Republic of Bulgaria to Massachusetts. • Co-Chair of Massachusetts Opportunity Alliance, Inc. Board. • Member of Massachusetts High Technology Council, Inc. Board. • Chair of the board of directors of the Pioneer Institute. • Executive committee member of the board of directors of the Greater Boston Chamber of Commerce. • Member of AJC New England’s Leadership Board. • Previously served on the board of governors for the National Association of Real Estate Investment Trusts and the board of trustees of Occidental College. OTHER RMR PUBLIC CLIENT BOARDS(1): • Diversified Healthcare Trust (since 2007) • Service Properties Trust (since 2007) • Office Properties Income Trust (since 2009) • Seven Hills Realty Trust, including its predecessor companies (since 2009) • Industrial Logistics Properties Trust (since 2017) • TravelCenters of America Inc. (from 2018 until it was acquired by BP Products North America Inc. in May 2023) and chair of its board (from 2019 to May 2023) • AlerisLife Inc. (from 2018 until it was acquired by ABP Trust in March 2023) and chair of its board (from 2019 to March 2023) • Tremont Mortgage Trust (from 2017 until it merged with Seven Hills Realty Trust in September 2021) OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Mr. Portnoy brings to our Board extensive experience in, and knowledge of, the asset management, CRE and residential real estate industries and REITs, gained in part through his key leadership position with us, his public company director service and his demonstrated management ability. Mr. Portnoy also possesses experience in investment banking and private equity, as well as institutional knowledge earned through prior service on the boards of trustees and directors of our clients and deep knowledge of our clients’ businesses. Mr. Portnoy qualifies as a Managing Director in accordance with the requirements of our Bylaws. | |

  13. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Risk Oversight/Management | Human Capital Management | Financial Literacy | Public Company Board | | REIT/Real Estate | Investment Expertise | Government/Public Policy | Public Company Executive |

  14. Director Nominees to be Elected at Our 2026 Annual Meeting

    | 16 THE RMR GROUP INC. | | 2026 Proxy Statement |

  15. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Jonathan Veitch, 66, Independent Director | | | DIRECTOR SINCE 2020 BOARD COMMITTEES Audit Compensation Nominating and Governance (Chair) | PROFESSIONAL EXPERIENCE: • Former president of Occidental College, a nationally-recognized private liberal arts college, from 2009 to June 2020 and a member of its board of trustees since 2009. • Various leadership and management positions with The New School from 1996 to 2009. • Recipient of numerous grants and awards in academia and author of numerous publications and articles. • As a distinguished chair in the History Department and President Emeritus of Occidental College, he is currently working on a book on the value and purposes of liberal arts education. OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Mr. Veitch brings to our Board extensive professional skills and experience in governance matters. Additionally, Mr. Veitch provides our Board with significant management experience and demonstrated leadership ability. Mr. Veitch holds a doctorate in American History from Harvard University. Mr. Veitch qualifies as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws. | |

  16. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Public Company Board | Financial Literacy | Private College Executive | Human Capital Management | | Risk Oversight/Management | | | |

  17. Director Nominees to be Elected at Our 2026 Annual Meeting

    | THE RMR GROUP INC. | | 2026 Proxy Statement 17 |

  18. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Walter C. Watkins, Jr., 79, Independent Director | | | DIRECTOR SINCE 2015 BOARD COMMITTEES Audit Compensation (Chair) Nominating and Governance | PROFESSIONAL EXPERIENCE: • Principal of WCW Enterprises, LLC, which he founded in 2000 to provide business consulting services and manage certain private investments. • Various executive capacities at Bank One Corporation (the successor to First Chicago NBD, NBD Bancorp and National Bank of Detroit) from 1968 to 2000, including serving as executive vice president and president of Bank One, Michigan. • Chief development officer for the City of Detroit from 2002 to 2006 and the interim chief executive officer of Detroit Regional Convention Facility Authority from 2009 to 2010. • Past board affiliations include Health Alliance Plan, Detroit Economic Growth Corporation, Detroit Medical Center, Detroit Regional Chamber of Commerce, United Way of Southeast Michigan and Fisk University. OTHER RMR PUBLIC CLIENT BOARDS(1): • None OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS: • None | | QUALIFICATIONS Mr. Watkins brings to our Board demonstrated business leadership as a successful entrepreneur. Additionally, Mr. Watkins possesses a financial background, gained in part through experience as a senior executive officer of a large banking business. Mr. Watkins has also worked on community boards and committees. Mr. Watkins qualifies as an Independent Director in accordance with the requirements of the Nasdaq, the SEC and our Bylaws. | |

  19. Director Nominees to be Elected at Our 2026 Annual Meeting

    | Risk Oversight/Management | Human Capital Management | Financial Literacy | Investment Expertise | | Economic Development | Legal/Regulatory | Commercial Banking | |

  20. Director Nominees to be Elected at Our 2026 Annual Meeting

    | 18 THE RMR GROUP INC. | | 2026 Proxy Statement |

  21. Compensation of Directors

    Compensation of Directors Our Board believes that competitive compensation arrangements are necessary to attract and retain qualified Independent Directors. Under the currently effective Director compensation arrangements, each Independent Director received an annual fee of $97,500 for services as a Director. The annual fee for any new Independent Director is prorated for the initial year of service. Each Independent Director and Managing Director also received an award of Class A Common Shares for serving as a Director with a value equal to $100,000 based on the closing price of our Class A Common Shares on the date of the grant, rounded down to the nearest whole share, which resulted in an award of 5,988 Class A Common Shares to each Director in fiscal year 2025. Each Independent Director who served as a committee chair of our Audit, Compensation or Nominating and Governance Committees received an additional annual fee for such service of $20,000, $15,000 and $15,000, respectively, and our Lead Independent Director also received an additional annual fee of $17,500 for serving in this role. Directors were reimbursed for travel expenses they incurred in connection with their responsibilities as Directors and for out of pocket costs they incurred in connection with their attending certain continuing education programs, if any.

  22. Fiscal Year 2025 Director Compensation

    Fiscal Year 2025 Director Compensation The following table details the total compensation of our Directors for the fiscal year ended September 30, 2025 for services as a Director.

  23. Fiscal Year 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Jennifer B. Clark(3) | — | 100,000 | — | 100,000 | | Matthew P. Jordan(3)(4) | — | — | — | — | | Ann Logan | 117,500 | 100,000 | — | 217,500 | | Rosen Plevneliev | 115,000 | 100,000 | — | 215,000 | | Adam D. Portnoy(3) | — | 100,000 | — | 100,000 | | Jonathan Veitch | 112,500 | 100,000 | — | 212,500 | | Walter C. Watkins, Jr. | 112,500 | 100,000 | — | 212,500 |

  24. Fiscal Year 2025 Director Compensation

    (1) The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each Independent Director in fiscal year 2025, consisting of an $97,500 annual cash fee and, for each of Ms. Logan and Messrs. Veitch and Watkins, an additional $20,000, $15,000 and $15,000, respectively, for service as a committee chair, and for Mr. Plevneliev, an additional $17,500 for service as Lead Independent Director. (2) Equals 5,988 Class A Common Shares multiplied by the closing price of such shares on the award date, March 27, 2025. Amounts shown are also the compensation cost for the award recognized by us for financial reporting purposes pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation-Stock Compensation” (“ASC 718”) (which equals the closing price of the shares on the award date, multiplied by the number of shares subject to the award). No assumptions were used in this calculation. All awards are fully vested on the award date. (3) Managing Directors do not receive cash compensation for their services as Directors. The compensation of Messrs. Portnoy and Jordan and Ms. Clark for their services as our executive officers is not included here and is described below under “Executive Compensation.” Mr. Jordan was elected as a Managing Director, effective January 1, 2026, and did not serve as a Managing Director in fiscal 2025.

  25. Fiscal Year 2025 Director Compensation

    | THE RMR GROUP INC. | | 2026 Proxy Statement 23 |

  26. Fiscal Year 2025 Director Compensation

    OWNERSHIP OF OUR EQUITY SECURITIES

  27. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information regarding the beneficial ownership of then outstanding Common Shares by each person we know to be the beneficial owner of more than 5% of the respective classes of Common Shares, each Director and Director nominee, each of our named executive officers, and our Directors and executive officers as a group, all as of January 8, 2026. Unless otherwise noted, to our knowledge, voting power and investment power in Class A Common Shares are exercisable solely by the named person, all percentages of ownership for Class A Common Shares are based on 16,058,177 Class A Common Shares outstanding as of January 8, 2026, and the principal business address of the named beneficial owner is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

  28. Directors and Executive Officers

    | Name of Beneficial Owner | Class A Common Shares* | | Class B-1 Common Shares | | Class B-2 Common Shares | | Combined Voting Power | | | Number | % | Number | % | Number | % | | | ABP Trust | 1,090,564(1) | 6.8% | 1,000,000 | 100.0% | 15,000,000 | 100.0% | 90.9% | | Directors, Director Nominees and Executive Officers: | | | | | | | | | Adam Portnoy | 1,245,361(1)(2) | 7.8% | 1,000,000(2) | 100.0% | 15,000,000(2) | 100.0% | 91.0% | | Jennifer B. Clark(3) | 77,493 | **% | — | — | — | — | **% | | Matthew P. Jordan | 60,489 | **% | — | — | — | — | **% | | John G. Murray | 39,672 | **% | — | — | — | — | **% | | Ann Logan | 33,785 | **% | — | — | — | — | **% | | Walter C. Watkins, Jr. | 31,207 | **% | — | — | — | — | **% | | Rosen Plevneliev | 25,250 | **% | — | — | — | — | **% | | Jonathan Veitch | 22,207 | **% | — | — | — | — | **% | | Jeffrey C. Leer | 19,303 | **% | — | — | — | — | **% | | Christopher J. Bilotto | 19,032 | **% | — | — | — | — | **% | | All executive officers and directors as a group (12 persons) | 1,530,688(1) | 9.5% | 1,000,000 | 100.0% | 15,000,000 | 100.0% | 91.2% |

  29. Directors and Executive Officers

    * Amounts exclude fractional shares. ** Indicates less than 1.0%. (1) Beneficial ownership of Class A Common Shares by ABP Trust and Adam Portnoy in the table above reflects the 1,000,000 Class A Common Shares issuable upon conversion of the Class B-1 Common Shares owned by ABP Trust and beneficially owned by Adam Portnoy. These numbers exclude 15,000,000 Class A Common Shares issuable upon redemption of the class A membership units of RMR LLC (which are paired with 15,000,000 Class B-2 Common Shares) owned by a subsidiary of ABP Trust and beneficially owned by ABP Trust and Adam Portnoy. At our option, we may elect to pay cash in lieu of Class A Common Shares for some or all of such redeemed class A membership units. For purposes of calculating the percentages of ownership of ABP Trust and Adam Portnoy, the 1,000,000 Class A Common Shares issuable upon conversion of the Class B-1 Common Shares are deemed outstanding. (2) This number represents (or in the case of Class A Common Shares, includes) shares owned by ABP Trust. Voting and investment power with respect to the shares owned by ABP Trust may be deemed to be shared by Adam Portnoy as the president and chief executive officer, a beneficial owner and the sole trustee of ABP Trust. Ms. Clark resigned as a Managing Director and our Executive Vice President, General Counsel and Secretary, in each case, effective December 31, 2025, in connection with her retirement from the Company.

  30. Directors and Executive Officers

    | 24 THE RMR GROUP INC. | | 2026 Proxy Statement |

  31. Summary of Fiscal 2025 Named Executive Officer Compensation

    Summary of Fiscal 2025 Named Executive Officer Compensation In fiscal 2025, we paid each of our named executive officers cash compensation for services provided by the officers to us and our clients. The cash compensation consisted of base salary and discretionary cash bonus. We did not provide guaranteed cash bonuses to our named executive officers during fiscal 2025 and did not set specific performance targets on which bonuses would be payable to them. Instead, the annual cash bonuses we paid to our named executive officers (other than our Managing Director, President and Chief Executive Officer) in fiscal 2025 were based on a performance evaluation conducted by our Managing Director, President and Chief Executive Officer regarding each other executive officer’s performance, other than Ms. Clark whose cash bonus compensation was agreed upon in her retirement agreement with RMR LLC, dated as of February 5, 2025 (the “Clark Retirement Agreement”). These evaluations were presented to our Compensation Committee, and our Compensation Committee also evaluated our Managing Director, President and Chief Executive Officer’s performance. The impact of market and industry conditions, including uncertainty regarding inflation and interest rates and the challenging environment for commercial and residential real estate, on our and our clients’ businesses and the ratio of cash and equity compensation were considered (among other things) in determining our executives’ base salary and cash bonuses. Consistent with our approach in fiscal 2024, the Compensation Committee determined a set dollar value for each share award rather than setting the number of shares. As part of the considerations described above, we awarded in fiscal 2025 a number of Class A Common Shares equal to $600,000 based on the closing share price on the grant date, rounded down to the nearest whole number to Mr. Portnoy, a number of Class A Common Shares equal to $300,000 (also rounded down to the nearest whole number) to each of Mr. Jordan and Ms. Clark and a number of Class A Common Shares equal to $150,000 (also rounded down to the nearest whole number) to each of Messrs. Murray, Bilotto and Leer. Accordingly, Mr. Portnoy received 35,587 shares with a grant date fair value of $599,997, Mr. Jordan and Ms. Clark each received 17,793 shares with a grant date fair value of $299,990, and Messrs. Murray, Bilotto and Leer each received 8,896 shares with a grant date fair value of $149,987. One fifth of the shares awarded vest on the award date and an additional one fifth vest on each of the next four anniversaries of the award date, subject to the named executive officer continuing to render significant services to us or to one of our clients and to accelerated vesting under certain circumstances. Our named executive officers, also received equity awards from our public clients, other than OPI, and Mr. Murray, Sonesta’s director, president and chief executive officer, and Mr. Leer, AlerisLife’s president and chief executive officer, also received cash compensation from Sonesta and AlerisLife, respectively. These equity awards and cash compensation are determined by the compensation committees of the applicable client other than Sonesta and AlerisLife, which are comprised solely of independent board members. Mr. Murray’s and Mr. Leer’s cash compensation from Sonesta and AlerisLife, respectively, is determined by the Sonesta board of directors and the AlerisLife board of directors, as applicable. As described more fully under “Overview of Fiscal 2025 Compensation Actions,” during fiscal 2025, pursuant to the RMR Residential Promote Program, Messrs. Portnoy and Jordan received an allocation of up to 6.5% of the aggregate interests available to participants in the RMR Residential Promote Program for the applicable RMR Residential investment, and Mr. Bilotto received an allocation of up to 2% of the aggregate interests available to participants in the RMR Residential Promote Program for the applicable RMR Residential

  32. Overview of Fiscal 2025 Compensation Actions

    Overview of Fiscal 2025 Compensation Actions Our Compensation Committee evaluated and administered our executive compensation program. This evaluation typically includes an assessment of our and our clients’ performance, the effectiveness of existing programs in achieving the goals of the program, developments in our business situation and goals, executive compensation best practices, tax and accounting considerations, investor feedback and such other factors as our Compensation Committee determines appropriate to consider from time to time. As part of this evaluation, our Compensation Committee received input from our President and Chief Executive Officer (with respect to executives other than himself). These evaluations also typically include an assessment of the risk associated with the program and each element thereof and also take into account developments in the overall market for executive talent. Our Compensation Committee does not engage in any formal compensation benchmarking, but does take note of compensation practices and trends from an identified peer group of companies in making its decisions. For fiscal 2025, the peer group of companies which informed Compensation Committee decisions consisted of the following companies: Brookfield Corporation, Bridge Investment Group Holdings Inc., Cohen & Steers Inc., Kennedy-Wilson Holdings Inc. and RITHM Capital Corp. This group of peer companies includes alternative asset managers and investment managers specializing in real estate, and we believe that these peer companies are comparable to us based on such companies’ business activity, market capitalization, funds from operations, total assets and alignment with peer groups selected by proxy advisory firms. Our Compensation Committee also does not have rules or policies with respect to allocation of compensation to short or long term vehicles or as between cash or non-cash elements of compensation; such determinations are made by our Compensation Committee on a discretionary basis under the facts and circumstances applicable from time to time. On May 2, 2025, the Board, accepting the recommendation of the Compensation Committee, adopted the RMR Residential Promote Program. The purpose of the RMR Residential Promote Program is to enable RMR LLC and its subsidiaries to attract, retain and incentivize senior level employees of RMR LLC and its subsidiaries and to enable such individuals to acquire an interest in a share of the income and distributions related to certain investments by RMR Residential and to otherwise participate in the long-term growth and financial success of RMR Residential. Fifty percent of the pool of distributions from each selected

  33. Overview of Fiscal 2025 Compensation Actions

    investment are allocated to a subsidiary of RMR LLC, and fifty percent of the pool is available for participants in the RMR Residential Promote Program. Each participant in the RMR Residential Promote Program is allocated Promote Interests expressed as a percentage of the aggregate interests available to participants for the applicable RMR Residential investment and becomes a member of RMR Employee Carry Holdco LLC, a limited liability company managed by RMR LLC (“RMR Employee Carry”), which will hold indirect interests in certain investments made by RMR Residential. Each participant in the RMR Residential Promote Program executes an individual participation agreement that sets forth the terms and conditions of their participation in the RMR Residential Promote Program, including such participant’s obligation to make a capital contribution to RMR Employee Carry in respect of the applicable RMR Residential investment, the percentage of the distributions from RMR Employee Carry that a participant will be entitled to receive and the vesting schedule applicable to the Promote Interests. The RMR Residential Promote Program is administered by RMR LLC which will have authority to determine the participants and the respective amounts of such participants’ interests under the RMR Residential Promote Program, other than with respect to any of our named executive officers whose respective allocations under the RMR Residential Promote Program are determined by the Compensation Committee. In September 2025, our Compensation Committee Chair met with Adam Portnoy and the compensation committee chairs of our public clients, which consisted of: Diversified Healthcare Trust (“DHC”), Industrial Logistics Properties Trust (“ILPT”), Office Properties Income Trust (“OPI”), Service Properties Trust (“SVC”) and Seven Hills Realty Trust (“SEVN”). The purposes of this meeting were, among other things, to discuss compensation philosophy and factors that may affect compensation decisions, to discuss the base salaries of our executive officers for fiscal 2026, to consider the allocation of internal audit and related services costs among us and our clients, to provide a comparative understanding of potential share awards by us and our clients and to hear and consider our recommendations and those from our clients concerning potential share awards and the vesting of those shares, which were in part based on the results of our review of current market practices with respect to executive compensation, and specifically of our and our clients’ peer groups, and shareholder feedback received during shareholder outreach with respect to the percentage of executive officer compensation received in share awards. The share awards made by our clients are considered to be appropriate comparisons because of the similarities between certain services we require from our share awardees and the services provided by awardees providing similar services to our clients. Subsequent to this meeting, the members of our Compensation Committee held a meeting at which our Compensation Committee Chair provided a report of the information discussed with Mr. Portnoy and others, and made recommendations for share awards to our named executive officers. Our Compensation Committee then discussed these recommendations and other factors, including the following factors for the fiscal 2025 share awards: (i) the value of the proposed share awards; (ii) the historical awards previously awarded to these named executive officers and the corresponding values at the time of the awards; (iii) our management’s recommendations as presented by Mr. Portnoy; (iv) the value of share awards to executive officers providing comparable services at our public clients; (v) the scope of, and any changes to, the responsibilities assigned to, or assumed by, these named executive officers during the past year and on a going forward basis; (vi) the length of historical services by these named executive officers; (vii) our Compensation Committee’s assessment of the quality of the services provided by these named executive officers in carrying out those responsibilities; and (viii) our financial and operating performance in the past year and our perceived future prospects. Our Compensation Committee considered these multiple factors in determining whether to increase or decrease the amounts of the prior year’s awards. There was no formulaic approach in the use of these various factors in determining the number of shares to award to each named executive officer. The share amounts we awarded were determined by our Compensation Committee on a discretionary basis, using the various factors. The named executive officers did not participate in these meetings and were not involved in determining or recommending the amount or form of compensation they received from us, other than Mr. Portnoy who participated in the meetings and made recommendations with respect to the other named executive officers. The share amounts awarded by our clients (other than OPI which did not make share awards during fiscal 2025 to our named executive officers other than to Mr. Portnoy and Ms. Clark in their capacity as trustees of OPI) were determined by their respective compensation committees.

  34. Analysis of Fiscal 2025 Cash Compensation

    shareholders. Our Compensation Committee determines the cash compensation of our executive officers who do not also receive cash compensation from our clients. Mr. Murray’s and Mr. Leer’s cash compensation is determined by the Sonesta board of directors and the AlerisLife board of directors, respectively, and we paid cash compensation to each of them based on a percentage of that amount. We also paid Ms. Clark cash compensation in accordance with the Clark Retirement Agreement which was approved by our Compensation Committee. Base Salary. The base salary payments for our named executive officers (which represents the fixed portion of their compensation packages) are reviewed annually and may be adjusted as we deem appropriate. We have historically set annual caps on annual base salary for our executive officers who do not also receive cash compensation from our clients, with a cap for fiscal year 2025 of $375,000. We historically adjust salary levels on October 1, the first day of our fiscal year. The cap on annual base salary for fiscal year 2026 did not change and was set at $375,000. Each of our named executive officers received an annual base salary of $375,000 for fiscal 2025. As described above, each of Sonesta and AlerisLife paid 90% of Messrs. Murray’s and Leer’s base salaries, as applicable, and we paid 10% of each of Messrs. Murray’s and Leer’s base salaries during fiscal 2025. These annual base salary levels are consistent with our pay for performance philosophy, which emphasizes “at risk” compensation as a larger proportion of named executive officer compensation. Annual Cash Bonuses. Annual cash bonuses are a key component of our named executive officer compensation and represented the majority of the cash compensation we paid to each of our named executive officers for our 2025 fiscal year. We did not provide guaranteed cash bonuses to any of our named executive officers for fiscal year 2025 (other than to Ms. Clark whose cash bonus for fiscal 2025 was agreed upon in the Clark Retirement Agreement) and did not set specific performance targets on which bonuses would be payable. Instead, the annual cash bonuses we paid to our named executive officers with respect to fiscal year 2025 were discretionary in amount and were based on a performance evaluation conducted by our Compensation Committee. The evaluation by our Compensation Committee (which is described in more detail above) included an analysis of both (i) our and our clients’ overall performance and (ii) the performance of the individual officer and his, her or their contributions to us and our clients. We believe this evaluation process allowed us to link pay with performance in the closest way possible and provided us with the flexibility necessary to take all relevant factors into account in determining the bonus amounts, including our named executive officers’ ability to react to changing circumstances that impact our businesses and that of our clients. On an aggregated basis, in fiscal 2025, our named executive officers received 15.1% of their total cash compensation in the form of base salary payments and the remaining 84.9% in the form of performance based discretionary bonuses. The foregoing amounts include a cash bonus we paid to Ms. Clark in accordance with the Clark Retirement Agreement and exclude cash compensation Sonesta paid to Mr. Murray and AlerisLife paid to Mr. Leer. We paid 10% of each of Messrs. Murray’s and Leer’s cash compensation during fiscal 2025. We believe our compensation process provided us with a better compensation structure than a formulaic bonus structure based solely on the achievement of specific pre-established performance targets which may not capture all appropriate factors that materially impacted our clients or the individual named executive officer’s performance. In fiscal 2025, we decreased bonus compensation for Mr. Portnoy as compared to fiscal 2024 due, in part, to our and our clients’ performance during fiscal 2025, and shifted a portion of Mr. Portnoy’s bonus compensation to the equity component of his compensation to further incentivize our growth. Mr. Jordan’s bonus compensation was substantially the same as his bonus compensation in fiscal 2024 and Mr. Bilotto’s bonus compensation increased as compared to fiscal 2024. Ms. Clark’s bonus cash compensation was determined by the Clark Retirement Agreement, and Messrs. Murray’s and Leer’s bonus compensation was determined by the boards of directors of Sonesta and AlerisLife, as applicable. With respect to fiscal 2025 and for the reasons outlined above under “Named Executive Officer Pay Mix,” we paid aggregate performance based discretionary cash bonuses of $8,871,250 to Messrs. Portnoy, Jordan, Murray, Bilotto and Leer and Ms. Clark (the specific amounts of which are set forth in the Summary Compensation Table). This amount includes the bonus we paid to each of Messrs. Murray and Leer and excludes the bonus that Sonesta and AlerisLife, as applicable, paid to each of Mr. Murray and Mr. Leer.

  35. Analysis of Fiscal 2025 Equity Awards

    Analysis of Fiscal 2025 Equity Awards

  36. Class A Common Shares

    Class A Common Shares At our 2025 annual meeting of shareholders, our shareholders approved The RMR Group Inc.’s Second Amended and Restated 2016 Omnibus Equity Plan (the “Plan”) which rewards our named executive officers and other employees and aligns their interests with those of our shareholders and the shareholders of our clients. We award shares under the Plan to recognize our named executive officers’ scope of responsibilities, reward demonstrated performance and leadership, motivate future performance, align the interests of our executives with those of our other shareholders and motivate our executives to remain our employees and to continue to provide services to us through the term of the awards. Our Compensation Committee considered these multiple factors in determining the amounts of the awards for fiscal 2025. Under its charter, our Compensation Committee evaluates, approves and administers our equity compensation plans, including the Plan. Our Compensation Committee has historically determined to use awards of Class A Common Shares under the Plan rather than seek to issue stock options as equity compensation. We believe that the use of share awards vesting over time rather than stock options mitigates the incentives for our management to undertake undue risks and encourages management to make long term and appropriately risk balanced decisions. Our Compensation Committee also considers the equity awards granted to our named executive officers by our public clients in determining the appropriate award of Class A Common Shares to our named executive officers. In fiscal 2025, our Compensation Committee considered the foregoing factors and the factors set forth above in “Overview of Fiscal 2025 Compensation Actions” and decided to award an aggregate of 97,861 Class A Common Shares to our named executive officers which amount includes the Class A Common Shares awarded to Ms. Clark pursuant to the Clark Retirement Agreement, which is an increase in the number of Class A Common Shares awarded to each of our named executive officers in fiscal 2024. Our Compensation Committee has imposed, and may impose, vesting and other conditions on the awarded Class A Common Shares because it believes that time based vesting encourages the recipients of the share awards to remain employed by us and to continue to provide services to us. Our Compensation Committee currently uses a vesting schedule under which one fifth of the shares vest immediately and the remaining shares vest in four equal, consecutive annual installments commencing on the first anniversary of the date of the award. Our Compensation Committee utilizes a four year, time-based vesting schedule as an incentive to provide services for a long term and in consideration of the tax treatment of the share awards to us and to the recipients. In the event a recipient who received a share award ceases to render significant services, whether as an employee or otherwise, to us or to one of our clients during the vesting period, we may cause the forfeiture of the Class A Common Shares that have not yet vested. As with other issued Common Shares, vested and unvested shares awarded under the Plan are entitled to receive distributions that we make, if any, on the Common Shares. Because the consideration of share awards by our Compensation Committee is determined on a regular schedule (i.e., in September for our officers and employees and at the first meeting of our Board after the annual meeting of shareholders for the Directors), any proximity of any awards to Plan earnings announcements or other market events is coincidental. Our Compensation Committee believes that its compensation philosophy and programs are designed to foster a business culture that aligns the interests of our named executive officers with those of our shareholders. Our Compensation Committee believes that the equity compensation of our named executive officers is appropriate to the goal of providing shareholders dependable, long term returns.

  37. Employment Agreements; Severance Arrangements

    Employment Agreements; Severance Arrangements We have no employment agreements with our named executive officers or any of our other employees. Pursuant to the Plan, awards of restricted shares of our Class A Common Shares to our named executive officers provide for accelerated vesting in the event of certain termination and change in control events (as defined in the Plan). Our Compensation Committee has determined that such provisions are consistent with market practice and appropriate to further its goals of recruitment and retention. Unless accelerated in the discretion of the Compensation Committee, each Promote Interest granted under the RMR Residential Promote Program vests upon the participant’s termination of employment with the Company or its affiliates other than for cause based on length of service during the four-year period following the grant date—0% prior to the first anniversary of the grant date, 25% on or after the first but before the second anniversary of the grant date, 50% on or after the second but before the third anniversary of the grant date, 75% on or after the third but before the fourth anniversary of the grant date and 100% on or after the fourth anniversary of the grant date. All Promote Interests will be forfeited in full upon a participant’s termination of employment for cause or breach of restrictive covenants. Pursuant to the Clark Retirement Agreement, Ms. Clark continued to serve in her role as the Executive Vice President, General Counsel and Secretary until December 31, 2025 at which time she resigned from such offices and from any other officer or related positions within the Company, any of our managed companies or any of their affiliates. She will continue to serve as an employee of the Company until July 1, 2026. In connection with her retirement, Ms. Clark also resigned as a Managing Director, effective December 31, 2025. Under the Clark Retirement Agreement, Ms. Clark continued to receive her base salary until December 31, 2025. Ms. Clark was eligible to receive and received annual cash bonus for fiscal 2025 that was equal to the greater of the cash bonus paid to Mr. Portnoy for fiscal year 2025 and $2,880,000, and Ms. Clark was eligible to receive and received a grant of Class A Common Shares equal in value to the share grant she received in September 2024. Ms. Clark is also eligible to receive certain payments and benefits in 2026 pursuant to the Clark Retirement Agreement. Pursuant to the Murray Retirement Agreement, Mr. Murray will continue to serve in his current roles as an Executive Vice President of RMR LLC and as an officer and director of Sonesta until March 31, 2026, at which time he will resign from such offices and from any other officer or related positions within RMR LLC, Sonesta, any RMR LLC managed company or any of their affiliates. Mr. Murray will continue to serve as an employee of Sonesta until September 30, 2026. Under the Murray Retirement Agreement, Mr. Murray is eligible to receive certain payments and benefits following his resignation from these positions. Pursuant to each of the Clark Retirement Agreement and the Murray Retirement Agreement, RMR LLC has agreed to recommend that the Compensation Committee approve the acceleration of each of Ms. Clark’s and Mr. Murray’s unvested Class A Common Shares, effective as of such person’s retirement date.

  38. Summary Compensation Table

    Summary Compensation Table

  39. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Adam Portnoy Managing Director, President and Chief Executive Officer | 2025 | 375,000 | 2,300,000 | 2,079,973 | 62,074 | 4,817,047 | | | 2024 | 375,000 | 2,880,000 | 1,609,936 | 51,960 | 4,916,896 | | | 2023 | 375,000 | 3,200,000 | 590,910 | 46,760 | 4,212,670 | | Jennifer B. Clark(4) Former Managing Director, Executive Vice President, General Counsel and Secretary | 2025 | 375,000 | 2,880,000 | 1,204,975 | 61,623 | 4,521,598 | | | 2024 | 375,000 | 2,880,000 | 1,229,958 | 91,737 | 4,576,695 | | | 2023 | 375,000 | 3,200,000 | 955,005 | 121,211 | 4,651,216 | | Matthew P. Jordan(5) Managing Director, Executive Vice President, Chief Operating Officer, Former Chief Financial Officer and Treasurer | 2025 | 375,000 | 2,450,000 | 1,414,968 | 73,226 | 4,313,194 | | | 2024 | 375,000 | 2,520,000 | 1,249,953 | 103,078 | 4,248,031 | | | 2023 | 375,000 | 2,800,000 | 970,115 | 118,412 | 4,263,527 | | John G. Murray(6) Executive Vice President | 2025 | 37,500 | 191,250 | 699,977 | 46,597 | 975,323 | | | 2024 | 66,346 | 450,000 | 789,965 | 94,295 | 1,400,606 | | | 2023 | 75,000 | 450,000 | 946,275 | 138,216 | 1,609,491 | | Christopher J. Bilotto Executive Vice President | 2025 | 375,000 | 950,000 | 1,154,974 | 35,179 | 2,515,153 | | | 2024 | 375,000 | 850,000 | 789,967 | 37,241 | 2,052,208 | | Jeffrey C. Leer(7) Executive Vice President | 2025 | 37,500 | 100,000 | 774,977 | 16,873 | 929,350 |

  40. Summary Compensation Table

    (1) The amounts listed in this column represent the annual cash bonuses we paid to each of the named executive officers. The bonuses are described in more detail above in “Analysis of 2025 Cash Compensation—Annual Cash Bonuses.” (2) The value included for awards made by us of the Class A Common Shares and awards made by our public clients to our named executive officers represents the grant date fair value of shares compiled in accordance with ASC 718. No assumptions were used in these calculations. For fiscal year 2023, Mr. Portnoy did not receive awards of shares made by our public clients in his capacity as an executive officer of the Company. For fiscal years 2024 and 2025, the compensation committee of each our public clients determined that it was appropriate to award shares of their respective companies to Mr. Portnoy. Awards made by us were made pursuant to the Plan. Awards made by our public clients were made pursuant to the applicable client’s equity compensation plan. Class A Common Shares we awarded to Adam Portnoy and Jennifer B. Clark in their capacities as Managing Directors and share awards made by our public clients to certain of our executive officers for their service as managing trustees were fully vested at the time of award. For other awards, the share awards granted to each of our executive officers provide that one fifth of each share award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the initial award date, subject to the applicable named executive officer continuing to render significant services, whether as our employee or in certain other capacities, to us or our clients and to accelerated vesting under certain circumstances. Holders of shares awarded pursuant to these awards receive any distributions on common shares paid by us or the applicable client on the same terms as other holders of our or the client’s common shares, as applicable. The amounts presented in this column consist of shares of our clients awarded to our named executive officers for services as a managing trustee, managing director or named executive officer of a client. (3) We maintain a savings plan for eligible employees under section 401(k) of the Internal Revenue Code, or 401(k) plan, in which our named executive officers participate, and provide annual discretionary matching contributions to plan participants. The amounts listed in this column include matching contributions we made to each named executive officer in respect of their participation in our 401(k) plan. The value of our 401(k) contribution to each of our named executive officers during fiscal 2025 was $13,800 for each of Messrs. Portnoy, Jordan and Bilotto, $12,115 for Ms. Clark and $8,804 for Mr. Murray. The amounts listed in this column also include distributions received on unvested awards of our Class A Common Shares and on unvested awards of common shares of our applicable public clients. Ms. Clark resigned as a Managing Director and our Executive Vice President, General Counsel and Secretary, in each case, effective December 31, 2025, in connection with her retirement from the Company. Since her resignation as an executive officer, Ms. Clark has continued as a non-executive employee of RMR LLC.

  41. Summary Compensation Table

    | THE RMR GROUP INC. | | 2026 Proxy Statement 37 |

  42. Summary Compensation Table

    Mr. Jordan was elected as a Managing Director, effective January 1, 2026. (6) Mr. Murray serves as president and chief executive officer of Sonesta. Prior to June 30, 2024, 80% of his annual cash compensation was paid by Sonesta and we paid the remainder of such cash compensation. Since July 1, 2024, Sonesta has paid 90% of his cash compensation and we paid the remaining 10%. This arrangement is described in more detail above in “Compensation Overview” and “Analysis of Fiscal 2025 Cash Compensation.” The cash compensation listed in this table are the amounts we paid to Mr. Murray, and do not include the cash compensation Sonesta paid to him. The amounts listed in this table also do not include matching contributions made by Sonesta to Mr. Murray with respect to his participation in Sonesta’s 401(k) plan. Pursuant to the Murray Retirement Agreement, Mr. Murray will resign from his roles as an officer of RMR LLC and as an officer and director of Sonesta, effective March 31, 2026, and will continue as a non-executive employee of Sonesta until his retirement, effective September 30, 2026. (7) Mr. Leer serves as president and chief executive officer of AlerisLife. 90% of his cash compensation is paid by AlerisLife and we paid the remaining 10%. This arrangement is described in more detail above in “Compensation Overview” and “Analysis of Fiscal 2025 Cash Compensation.” The cash compensation listed in this table are the amounts we paid to Mr. Leer, and do not include the cash compensation AlerisLife paid to him. The amounts listed in this table also do not include matching contributions made by AlerisLife to Mr. Leer with respect to his participation in AlerisLife’s 401(k) plan. The following table shows the total shares awarded by us and our public clients to our named executive officers, including for services as a managing trustee, managing director or named executive officer of a client, in fiscal year 2025, including vested and unvested portions of each award.

  43. Summary Compensation Table

    | Name | Company | Grant Date | Number of Shares (#) | Grant Date Fair Value of Share Awards ($)(a) | | Adam Portnoy | RMR | 9/9/2025 | 35,587 | 599,997 | | | RMR | 3/27/2025 | 5,988(b) | 100,000 | | | DHC | 9/9/2025 | 81,775 | 349,997 | | | DHC | 5/29/2025 | 29,141(b) | 95,000 | | | ILPT | 9/9/2025 | 40,650 | 249,998 | | | ILPT | 5/28/2025 | 28,875(b) | 94,999 | | | SVC | 9/9/2025 | 87,719 | 249,999 | | | SVC | 6/13/2025 | 40,425(b) | 94,999 | | | SEVN | 9/9/2025 | 15,894 | 174,993 | | | SEVN | 5/28/2025 | 5,977(b) | 69,991 | | | | | | 2,079,973 | | Jennifer B. Clark | RMR | 9/9/2025 | 17,793 | 299,990 | | | RMR | 3/27/2025 | 5,988(b) | 100,000 | | | DHC | 9/9/2025 | 70,093 | 299,998 | | | ILPT | 9/9/2025 | 17,073 | 104,999 | | | SVC | 9/9/2025 | 87,719 | 249,999 | | | SEVN | 9/9/2025 | 13,623 | 149,989 | | | | | | 1,204,975 | | Matthew P. Jordan | RMR | 9/9/2025 | 17,793 | 299,990 | | | DHC | 9/9/2025 | 70,093 | 299,998 | | | ILPT | 9/9/2025 | 40,650 | 249,998 | | | ILPT | 5/28/2025 | 28,875(b) | 94,999 | | | SVC | 9/9/2025 | 78,947 | 224,999 | | | SEVN | 9/9/2025 | 15,894 | 174,993 | | | SEVN | 5/28/2025 | 5,977(b) | 69,991 | | | | | | 1,414,968 | | John G. Murray | RMR | 9/9/2025 | 8,896 | 149,987 | | | DHC | 9/9/2025 | 40,887 | 174,996 | | | ILPT | 9/9/2025 | 12,195 | 74,999 | | | SVC | 9/9/2025 | 87,719 | 249,999 | | | SEVN | 9/9/2025 | 4,541 | 49,996 | | | | | | 699,977 | | Christopher J. Bilotto | RMR | 9/9/2025 | 8,896 | 149,987 | | | DHC | 9/9/2025 | 81,775 | 349,997 | | | DHC | 5/29/2025 | 29,141(b) | 95,000 | | | ILPT | 9/9/2015 | 12,195 | 74,999 | | | SVC | 9/9/2025 | 87,719 | 249,999 | | | SVC | 6/13/2025 | 40,425(b) | 94,999 | | | SVC | 3/27/2025 | 32,490(b) | 89,997 | | | SEVN | 9/9/2025 | 4,541 | 49,996 | | | | | | 1,154,974 | | Jeffrey C. Leer | RMR | 9/9/2025 | 8,896 | 149,987 | | | DHC | 9/9/2025 | 81,775 | 349,997 | | | ILPT | 9/9/2025 | 12,195 | 74,999 | | | SVC | 9/9/2025 | 52,631 | 149,998 | | | SEVN | 9/9/2025 | 4,541 | 49,996 | | | | | | 774,977 |

  44. Summary Compensation Table

    | 38 THE RMR GROUP INC. | | 2026 Proxy Statement |

  45. Summary Compensation Table

    (a) Equals the number of shares multiplied by the closing price per share on the date of the award grant, which is also the grant date fair value under ASC 718. No assumptions were used in this calculation. (b) Shares awarded for services as a managing trustee, managing director or named executive officer of a client, which grants may also be disclosed in such client’s proxy statement.

  46. 2025 Grants of Plan Based Awards

    2025 Grants of Plan Based Awards The following table shows the total of our Class A Common Shares awarded by us to our named executive officers in their capacity as our officers in fiscal 2025, and does not include the shares awarded to Mr. Portnoy and Ms. Clark in their capacity as Managing Directors.

  47. 2025 Grants of Plan Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Adam Portnoy | 9/9/2025 | 35,587 | 599,997 | | Jennifer B. Clark | 9/9/2025 | 17,793 | 299,990 | | Matthew P. Jordan | 9/9/2025 | 17,793 | 299,990 | | John G. Murray | 9/9/2025 | 8,896 | 149,987 | | Christopher J. Bilotto | 9/9/2025 | 8,896 | 149,987 | | Jeffrey C. Leer | 9/9/2025 | 8,896 | 149,987 |

  48. 2025 Grants of Plan Based Awards

    (1) Equals the number of our Class A Common Shares awarded multiplied by the closing price on the date of the award, which is also the grant date fair value under ASC 718. No assumptions were used in this calculation.

  49. 2025 Outstanding Equity Awards at Fiscal Year End

    2025 Outstanding Equity Awards at Fiscal Year End

  50. 2025 Outstanding Equity Awards at Fiscal Year End

    | | | | Stock Awards | | | Name | Company | Date Granted | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Adam Portnoy | RMR | 9/9/2025 | 28,469 | 447,817 | | | RMR | 9/11/2024 | 7,349 | 115,600 | | | RMR | 9/13/2023 | 4,800 | 75,504 | | | RMR | 9/14/2022 | 2,400 | 37,752 | | | DHC | 9/9/2025 | 65,420 | 288,502 | | | DHC | 9/11/2024 | 44,775 | 197,458 | | | ILPT | 9/9/2025 | 32,520 | 189,592 | | | ILPT | 9/11/2024 | 14,256 | 83,112 | | | OPI | 9/11/2024 | 35,211 | 11,620 | | | SVC | 9/9/2025 | 70,175 | 190,174 | | | SVC | 9/11/2024 | 33,859 | 91,758 | | | SEVN | 9/9/2025 | 12,715 | 131,092 | | | SEVN | 9/11/2024 | 5,088 | 52,457 | | | | | | 1,912,438 | | Jennifer B. Clark | RMR | 9/9/2025 | 14,234 | 223,901 | | | RMR | 9/11/2024 | 7,349 | 115,600 | | | RMR | 9/13/2023 | 2,400 | 37,752 | | | RMR | 9/14/2022 | 1,200 | 18,876 | | | DHC | 9/9/2025 | 56,074 | 247,286 | | | DHC | 9/11/2024 | 44,775 | 197,458 | | | DHC | 9/13/2023 | 16,000 | 70,560 | | | DHC | 9/14/2022 | 8,000 | 35,280 | | | ILPT | 9/9/2025 | 13,658 | 79,626 | | | ILPT | 9/11/2024 | 11,157 | 65,045 | | | ILPT | 9/13/2023 | 6,000 | 34,980 | | | ILPT | 9/14/2022 | 3,000 | 17,490 | | | OPI | 9/11/2024 | 35,211 | 11,620 |

  51. 2025 Outstanding Equity Awards at Fiscal Year End

    | THE RMR GROUP INC. | | 2026 Proxy Statement 39 |

  52. 2025 Outstanding Equity Awards at Fiscal Year End

    | | | | Stock Awards | | | Name | Company | Date Granted | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | OPI | 9/13/2023 | 10,000 | 3,300 | | | OPI | 9/14/2022 | 3,600 | 1,188 | | | SVC | 9/9/2025 | 70,175 | 190,174 | | | SVC | 9/11/2024 | 33,859 | 91,758 | | | SVC | 9/13/2023 | 8,000 | 21,680 | | | SVC | 9/14/2022 | 4,000 | 10,840 | | | SEVN | 9/9/2025 | 10,898 | 112,358 | | | SEVN | 9/11/2024 | 3,982 | 41,054 | | | SEVN | 9/13/2023 | 2,000 | 20,620 | | | SEVN | 9/14/2022 | 1,000 | 10,310 | | | | | | 1,658,756 | | Matthew P. Jordan | RMR | 9/9/2025 | 14,234 | 223,901 | | | RMR | 9/11/2024 | 7,349 | 115,600 | | | RMR | 9/13/2023 | 2,400 | 37,752 | | | RMR | 9/14/2022 | 1,200 | 18,876 | | | DHC | 9/9/2025 | 56,074 | 247,286 | | | DHC | 9/11/2024 | 42,984 | 189,559 | | | DHC | 9/13/2023 | 16,000 | 70,560 | | | DHC | 9/14/2022 | 8,000 | 35,280 | | | ILPT | 9/9/2025 | 32,520 | 189,592 | | | ILPT | 9/11/2024 | 14,256 | 83,112 | | | ILPT | 9/13/2023 | 8,000 | 46,640 | | | ILPT | 9/14/2022 | 4,000 | 23,320 | | | OPI | 9/11/2024 | 25,351 | 8,366 | | | OPI | 9/13/2023 | 8,000 | 2,640 | | | OPI | 9/14/2022 | 2,400 | 792 | | | SVC | 9/9/2025 | 63,157 | 171,155 | | | SVC | 9/11/2024 | 32,505 | 88,089 | | | SVC | 9/13/2023 | 8,000 | 21,680 | | | SVC | 9/14/2022 | 4,000 | 10,840 | | | SEVN | 9/9/2025 | 12,715 | 131,092 | | | SEVN | 9/11/2024 | 5,088 | 52,457 | | | SEVN | 9/13/2023 | 4,000 | 41,240 | | | SEVN | 9/14/2022 | 2,000 | 20,620 | | | | | | 1,830,449 | | John G. Murray | RMR | 9/9/2025 | 7,116 | 111,935 | | | RMR | 9/11/2024 | 3,674 | 57,792 | | | RMR | 9/13/2023 | 2,400 | 37,752 | | | RMR | 9/14/2022 | 1,200 | 18,876 | | | DHC | 9/9/2025 | 32,709 | 144,247 | | | DHC | 9/11/2024 | 26,865 | 118,475 | | | DHC | 9/13/2023 | 16,000 | 70,560 | | | DHC | 9/14/2022 | 8,000 | 35,280 | | | ILPT | 9/9/2025 | 9,756 | 56,877 | | | ILPT | 9/11/2024 | 6,198 | 36,134 | | | ILPT | 9/13/2023 | 6,000 | 34,980 | | | ILPT | 9/14/2022 | 3,000 | 17,490 | | | OPI | 9/11/2024 | 14,084 | 4,648 | | | OPI | 9/13/2023 | 8,000 | 2,640 | | | OPI | 9/14/2022 | 2,400 | 792 | | | SVC | 9/9/2025 | 70,175 | 190,174 | | | SVC | 9/11/2024 | 33,859 | 91,758 | | | SVC | 9/13/2023 | 12,000 | 32,520 | | | SVC | 9/14/2022 | 6,000 | 16,260 |

  53. 2025 Outstanding Equity Awards at Fiscal Year End

    | 40 THE RMR GROUP INC. | | 2026 Proxy Statement |

  54. 2025 Outstanding Equity Awards at Fiscal Year End

    | | | | Stock Awards | | | Name | Company | Date Granted | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | SEVN | 9/9/2025 | 3,632 | 37,446 | | | SEVN | 9/11/2024 | 2,212 | 22,806 | | | SEVN | 9/13/2023 | 2,000 | 20,620 | | | SEVN | 9/14/2022 | 1,000 | 10,310 | | | | | | 1,170,371 | | Christopher J. Bilotto | RMR | 9/9/2025 | 7,116 | 111,935 | | | RMR | 9/11/2024 | 3,674 | 57,792 | | | RMR | 9/13/2023 | 960 | 15,101 | | | RMR | 9/14/2022 | 480 | 7,550 | | | DHC | 9/9/2025 | 65,420 | 288,502 | | | DHC | 9/11/2024 | 44,775 | 197,458 | | | DHC | 9/13/2023 | 6,000 | 26,460 | | | DHC | 9/14/2022 | 3,000 | 13,230 | | | ILPT | 9/9/2025 | 9,756 | 56,877 | | | ILPT | 9/11/2024 | 6,198 | 36,134 | | | ILPT | 9/13/2023 | 1,400 | 8,162 | | | ILPT | 9/14/2022 | 700 | 4,081 | | | OPI | 9/11/2024 | 14,084 | 4,648 | | | OPI | 9/13/2023 | 4,000 | 1,320 | | | OPI | 9/14/2022 | 1,200 | 396 | | | SVC | 9/9/2025 | 70,175 | 190,174 | | | SVC | 9/11/2024 | 20,316 | 55,056 | | | SVC | 9/13/2023 | 1,600 | 4,336 | | | SVC | 9/14/2022 | 800 | 2,168 | | | SEVN | 9/9/2025 | 3,632 | 37,446 | | | SEVN | 9/11/2024 | 2,212 | 22,806 | | | SEVN | 9/13/2023 | 800 | 8,248 | | | SEVN | 9/14/2022 | 400 | 4,124 | | | | | | 1,154,005 | | Jeffrey C. Leer | RMR | 9/9/2025 | 7,116 | 111,935 | | | RMR | 9/11/2024 | 1,959 | 30,815 | | | RMR | 9/13/2023 | 960 | 15,101 | | | RMR | 9/14/2022 | 480 | 7,550 | | | DHC | 9/9/2025 | 65,420 | 288,502 | | | DHC | 9/11/2024 | 44,775 | 197,458 | | | DHC | 9/13/2023 | 16,000 | 70,560 | | | DHC | 9/14/2022 | 6,000 | 26,460 | | | ILPT | 9/9/2025 | 9,756 | 56,877 | | | ILPT | 9/11/2024 | 1,859 | 10,838 | | | ILPT | 9/13/2023 | 1,400 | 8,162 | | | ILPT | 9/14/2022 | 300 | 1,749 | | | OPI | 9/11/2024 | 5,633 | 1,859 | | | OPI | 9/13/2023 | 1,600 | 528 | | | OPI | 9/14/2022 | 240 | 79 | | | SVC | 9/9/2025 | 42,104 | 114,102 | | | SVC | 9/11/2024 | 4,740 | 12,845 | | | SVC | 9/13/2023 | 1,600 | 4,336 | | | SVC | 9/14/2022 | 400 | 1,084 | | | SEVN | 9/9/2025 | 3,632 | 37,446 | | | SEVN | 9/11/2024 | 1,105 | 11,393 | | | SEVN | 9/13/2023 | 800 | 8,248 | | | SEVN | 9/14/2022 | 200 | 2,062 | | | | | | 1,019,989 |

  55. 2025 Outstanding Equity Awards at Fiscal Year End

    | THE RMR GROUP INC. | | 2026 Proxy Statement 41 |

  56. 2025 Outstanding Equity Awards at Fiscal Year End

    The form of award agreement for each of these awards provides for vesting of the Class A Common Shares in five equal annual installments beginning on the date of the award. (2) Equals the number of unvested shares multiplied by the closing price per share of our Class A Common Shares or the respective client’s common shares on September 30, 2025.

  57. 2025 Stock Vested

    2025 Stock Vested The following table shows Class A Common Share awards made in fiscal 2025 and prior years to our named executive officers that vested in fiscal 2025.

  58. 2025 Stock Vested

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Adam Portnoy(2) | 16,368 | 277,851 | | Jennifer B. Clark(3) | 9,409 | 159,947 | | Matthew P. Jordan | 9,409 | 159,947 | | John G. Murray | 6,405 | 108,932 | | Christopher J. Bilotto | 4,365 | 74,192 | | Jeffrey C. Leer | 3,793 | 64,376 |

  59. 2025 Stock Vested

    (1) Equals the number of vesting Class A Common Shares multiplied by the closing price on the date that such Class A Common Shares vested in fiscal 2025. (2) The number of Class A Common Shares shown in the table does not include Class A Common Shares awarded to Mr. Portnoy in his capacity as a Managing Director. (3) The number of Class A Common Shares shown in the table does not include Class A Common Shares awarded to Ms. Clark in her capacity as a Managing Director.

  60. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control On September 9, 2025, our Compensation Committee approved awards of 35,587 Class A Common Shares to Mr. Portnoy, 17,793 Class A Common Shares to each of Mr. Jordan and Ms. Clark, and 8,896 Class A Common Shares to each of Messrs. Murray, Bilotto and Leer in their capacities as our executive officers. These awards were valued at $16.86 per Class A Common Share, the closing price of the Class A Common Shares on the Nasdaq on the date the awards were made under the Plan. The form of award agreement for each of these awards provides for vesting of the Class A Common Shares in five equal annual installments beginning on the date of the award and the Plan provides for acceleration of vesting of all share awards (including previously granted awards) upon the occurrence of certain change in control or employment termination events (each, a “Termination Event”). Unless accelerated in the discretion of the Compensation Committee, each Promote Interest allocated under the RMR Residential Promote Program vests upon the participant’s termination of employment with the Company or its affiliates other than for cause based on length of service during the four-year period following the grant date—0% prior to the first anniversary of the grant date, 25% on or after the first but before the second anniversary of the grant date, 50% on or after the second but before the third anniversary of the grant date, 75% on or after the third but before the fourth anniversary of the grant date and 100% on or after the fourth anniversary of the grant date. Each participant in the RMR Residential Promote Program signs a participation agreement that contains certain restrictive covenants, including among others, non-solicitation and non-disparagement, and provides that interests are subject to forfeiture in certain circumstances, including without limitation, breach of covenants or termination of employment for cause.

  61. Potential Payments upon Termination or Change in Control

    | 42 THE RMR GROUP INC. | | 2026 Proxy Statement |

  62. Potential Payments upon Termination or Change in Control

    The following table describes the potential payments to our named executive officers upon a Termination Event, if such event had occurred, as of September 30, 2025.

  63. Potential Payments upon Termination or Change in Control

    | Name | Number of Shares Vested Upon Termination Event (#) | Value Realized on Termination Event as of September 30, 2025 ($)(1) | | Adam Portnoy | 43,018 | 676,673 | | Jennifer B. Clark(2) | 25,183 | 396,129 | | Matthew P. Jordan | 25,183 | 396,129 | | John G. Murray(2) | 14,390 | 226,355 | | Christopher J. Bilotto | 12,230 | 192,378 | | Jeffrey C. Leer | 10,515 | 165,401 |

  64. Potential Payments upon Termination or Change in Control

    (1) Equals the number of shares multiplied by the closing price per share of our Class A Common Shares on September 30, 2025 of $15.73. (2) The amounts listed in this table do not reflect any amounts payable pursuant to the Clark Retirement Agreement or the Murray Retirement Agreement, as applicable.

  65. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the median of the annual total compensation of our employees (excluding our principal executive officer), the annual total compensation of our principal executive officer, Mr. Portnoy, and the ratio of these two amounts. For fiscal 2025, our last completed fiscal year: • the median of the annual total compensation of all employees of the Company (excluding Mr. Portnoy) was $96,984; and • the annual total compensation of Mr. Portnoy, as reported in the Summary Compensation Table on page 37, was $4,817,047. Based on this information, for fiscal 2025, the ratio of the annual total compensation of Mr. Portnoy to the median of the annual total compensation of all other employees was 49.67 to 1. We identified the median employee by totaling (1) cash compensation (i.e., wages, overtime and bonus) as reflected in our payroll records for fiscal 2025 and (2) the value of Class A Common Shares that were awarded in fiscal 2025, for all individuals (excluding our Chief Executive Officer), who we employed on September 30, 2025 (whether on a full-time or part-time basis). In addition, we annualized the wages of full-time employees who were hired during fiscal 2025 but did not work for us the entire fiscal year. We did not make any other assumptions, adjustments, or estimates with respect to total cash compensation or stock compensation. After identifying the median employee, we calculated annual total compensation for fiscal 2025 for the median employee using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table. We believe that the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  66. Pay Ratio

    | THE RMR GROUP INC. | | 2026 Proxy Statement 43 |

  67. Pay Versus Performance

    Pay Versus Performance The following table and footnotes summarize the total compensation we paid to our Named Executive Officers (our “NEOs”), compensation “actually paid” to the NEOs (calculated in accordance with SEC rules), the cumulative total shareholder return of the Company, the peer group total shareholder return and our net income for the past five fiscal years. We do not use any financial performance measures to link compensation actually paid to our NEOs by us to the Company’s performance. Accordingly, pursuant to the SEC rules, we have not included a “company selected measure” or the tabular list of performance measures. For more information about the compensation we pay to our NEOs, please see “Compensation Discussion and Analysis” above.

  68. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEOs NEOs(2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return* | Net Income ($000s) | | 2025 | $4,817,045 | $4,393,625 | $2,650,924 | $2,377,476 | $93.92 | $249.97 | $38,679 | | 2024 | 4,916,896 | 5,002,711 | 2,951,967 | 3,030,790 | 137.33 | 203.42 | 53,129 | | 2023 | 4,212,670 | 4,232,826 | 3,796,120 | 5,540,535 | 123.65 | 125.50 | 127,771 | | 2022 | 4,148,594 | 3,950,171 | 4,070,946 | 3,201,628 | 112.28 | 125.39 | 77,468 | | 2021 | 4,274,081 | 4,415,059 | 3,678,973 | 4,286,164 | 150.68 | 162.57 | 81,013 |

  69. Pay Versus Performance

    * For fiscal 2025, peer group total shareholder return is based on a self-constructed peer group composed of the following alternative asset management companies: Brookfield Corporation, Cohen & Steers Inc., Kennedy-Wilson Holdings Inc. and RITHM Capital Corp. As of September 2, 2025, Bridge Investment Group Holdings, Inc. is no longer publicly traded and, as a result, it was not included in calculation of the peer group total shareholder return. (1) The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.

  70. Pay Versus Performance

    | PEO Compensation Actually Paid | | | | | | | | | | | Year | PEO Name | Total Compensation Per Summary Compensation Table | Stock Grant Amount | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | Total Equity Value Reflected in Compensation Actually Paid | Compensation Actually Paid to PEO | | 2025 | Adam Portnoy | $4,817,045 | $(2,079,971) | $1,247,177 | (260,677) | $779,997 | $(109,946) | $1,656,551 | $4,393,625 |

  71. Pay Versus Performance

    The non-PEO NEOs in 2021, 2022 and 2023 are Jennifer B. Clark, Matthew P. Jordan, Jennifer F. Francis, John G. Murray and Jonathan M. Pertchik. The non-PEO NEOs in 2024 are Jennifer B. Clark, Matthew P. Jordan, John G. Murray, Christopher J. Bilotto and Jennifer F. Francis. The non-PEO NEOs in 2025 are Jennifer B. Clark, Matthew P. Jordan, John G. Murray, Christopher J. Bilotto and Jeffrey Leer.

  72. Pay Versus Performance

    | 44 THE RMR GROUP INC. | | 2026 Proxy Statement |

  73. Pay Versus Performance

    The following table summarizes the applicable deductions and additions in the calculation of average Compensation Actually Paid to Non-PEO NEOs.

  74. Pay Versus Performance

    | Average Non-PEO NEOs—Compensation Actually Paid | | | | | | | | | | Year | Total Compensation Per Summary Compensation Table | Stock Grant Amount | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | Total Equity Value Reflected in Compensation Actually Paid | Compensation Actually Paid to Non-PEO NEOs | | 2025 | $2,650,924 | $(1,049,974) | $730,169 | $(177,191) | $297,213 | $(73,664) | $776,527 | $2,377,476 |