{"url_path":"/sec/rmr/8-k/2026-06-23/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1644378/0001104659-26-076654-index.html","accession_number":"0001104659-26-076654","cik":"0001644378","ticker":"RMR","issuer_name":"RMR GROUP INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1644378/0001104659-26-076654-index.html","primary_entity_key":"0001644378","primary_entity_name":"RMR GROUP INC."},"word_count":978,"has_tables":true,"body_markdown":"**** \n\n**Item 8.01.  Other Events**\n\n \n\nAs previously reported, on October 30, 2025,\nOffice Properties Income Trust (“OPI”), and certain of OPI’s subsidiaries, commenced voluntary cases (the “OPI\nChapter 11 Cases”) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for\nthe Southern District of Texas (the “Bankruptcy Court”). In connection with the OPI Chapter 11 Cases, on October 30,\n2025, The RMR Group LLC (“RMR LLC”), the Company’s majority owned subsidiary, in its capacity as manager of OPI, entered\ninto a Restructuring Support Agreement (the “RSA”) with OPI, certain of OPI’s lenders and certain of OPI’s subsidiaries.\nPursuant to the RSA, RMR LLC agreed to terms for a new business management agreement and a new property management agreement with OPI,\nas set forth in the management term sheet attached to the RSA.\n\n \n\nAs previously reported, on April 21, 2026,\nOPI filed the *Fourth Amended Joint Chapter 11 Plan of Reorganization of Office Properties Income Trust and Its Debtor Affiliates*\n(as may be amended, modified, or supplemented in accordance with its terms, the “Plan”).  On April 22, 2026, the\nBankruptcy Court entered the *Order Confirming Fourth Amended Joint Chapter 11 Plan of Reorganization of Office Properties Income\nTrust and Its Debtor Affiliates* (the “Confirmation Order”), confirming the Plan.\n\n \n\nOn June 17, 2026 (the “Effective Date”),\nthe Plan became effective, and OPI emerged from chapter 11 protection. On the Effective Date, RMR LLC entered into (a) a Third Amended\nand Restated Business Management Agreement (the “Amended Business Management Agreement”) and (b) a Third Amended and Restated\nProperty Management Agreement (the “Amended Property Management Agreement” and, together with the Amended Business Management\nAgreement, the “Amended OPI Management Agreements”), each with OPI.\n\n \n\nThe initial term of each Amended OPI Management\nAgreement is five years, and RMR LLC will be paid (i) an annual fee under the Amended Business Management Agreement of $14.0 million for\nthe first two years, and (ii) a 3% property management fee and 5% construction supervision fee under the Amended Property Management Agreement,\nconsistent with RMR LLC’s prior property management agreement with OPI.\n\n \n\nIn addition, the Amended Business Management Agreement\nprovides for (i) the issuance to RMR LLC of a number of OPI common shares equal to 2% of OPI’s common equity on the Effective Date\nand (ii) the issuance to RMR LLC of a number of OPI common shares equal to up to 8% of OPI’s common equity upon the satisfaction\nof certain financial and/or performance metrics to be determined by OPI’s board of trustees. The Amended Property Management Agreement\nalso contains certain customary major decisions requiring the approval of a majority of OPI’s board of trustees.\n\n \n\nThe foregoing description of the Amended OPI Management\nAgreements does not purport to be complete.  Copies of the Amended Business Management Agreement and Amended Property Management\nAgreement have been included as Exhibit 10.1 and Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities\nand Exchange Commission (“SEC”) by OPI on June 23, 2026.\n\n \n\n \n\n \n\n \n\n**Cautionary Statement Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains forward-looking\nstatements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks\nand uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”,\n“plan”, “estimate”, “will”, “opportunity”, “may”, “positioned”,\n“potential” and negatives or derivatives of these or similar expressions. These forward-looking statements are based upon\nour present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results\nmay differ materially from those contained in or implied by our forward-looking statements as a result of various factors. These forward-looking\nstatements include, among others, statements about: the implementation of, and performance by RMR LLC and OPI under the Amended OPI Management\nAgreements; OPI’s operations, business and prospects following its emergence from chapter 11 protection; the amount and timing\nof the fees and equity issuances payable to RMR LLC under the Amended OPI Management Agreements; and the potential issuance to RMR LLC\nof additional common shares of OPI based on the satisfaction of certain financial and/or performance metrics to be determined by OPI’s\nboard of trustees.\n\n \n\nForward-looking statements are based on the Company’s\ncurrent expectations, assumptions and estimates and are subject to risk, uncertainties, and other important factors that are difficult\nto predict and that could cause actual results to differ materially and adversely from those expressed or implied. These risks include,\namong others, those related to: OPI’s operations, business and prospects following its emergence from chapter 11 protection;\nOPI’s relationships with tenants, lenders and vendors; the Company’s relationships with its clients, investors and lenders;\nthe ability to satisfy the financial and/or performance metrics relating to the potential additional equity issuances to RMR LLC; and\nchanges in market or economic conditions affecting OPI or the Company. These risks, uncertainties and other factors are not exhaustive\nand should be read in conjunction with other cautionary statements that are included in our periodic filings. The information contained\nin our filings with the SEC, including under the caption “Risk Factors” in our periodic reports and our subsequent filings\nwith the SEC, or incorporated therein, identifies important factors that could cause differences from our forward-looking statements.\nOur filings with the SEC are available on the SEC’s website at www.sec.gov. You should not place undue reliance upon our forward-looking\nstatements. Except as required by law, the Company does not intend to update or change any forward-looking statements as a result of new\ninformation, future events or otherwise.\n\n \n\n \n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n**THE RMR GROUP INC.**\n\n \n \n\nDate: June 23, 2026\nBy:\n/s/ Matthew C. Brown\n\n \n \nMatthew C. Brown\n\n \n \nExecutive Vice President, Chief Financial Officer and Treasurer"}