The RMR Group Inc-A 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30, 2025 orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number 001-37616 THE RMR GROUP INC. (Address of Principal Executive Offices)(Zip Code)Registrant’s Telephone Number, Including Area Code617-796-8230Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC(Nasdaq Capital Market) Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the voting shares of Class A common stock, $0.001 par value, of the registrant held by non-affiliateswas approximately $256.1 million based on the $16.65 closing price per common share on The Nasdaq Stock Market LLC, on March 31,2025. For purposes of this calculation, an aggregate of 499,627 shares of Class A common stock, held directly by, or by affiliates of,the directors and executive officers of the registrant have been included in the number of common shares held by affiliates. As of November 7, 2025, there were 16,061,399 shares of Class A common stock, par value $0.001 per share, 1,000,000 sharesof Class B-1 common stock, par value $0.001 per share, and 15,000,000 shares of Class B-2 common stock, par value $0.001 pershare, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for its 2026 annual meeting of shareholders are incorporated by reference inPart III of this Annual Report on Form 10-K. WARNING CONCERNING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of thePrivate Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks anduncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”,“plan”, “estimate”, “will”, “opportunity”, “may”, “positioned”, “potential” and negatives or derivatives ofthese or similar expressions. These forward-looking statements include, among others, statementsabout: our business strategy; economic and industry conditions, including as a result of changing tariffsor trade policies and the related uncertainty thereof; the impact and opportunities for our and ourclients’ businesses from business cycles in the U.S. real estate industry as well as economic and industryconditions, including interest rates