UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.    )

				Filed by the Registrant				Filed by a Party other than the Registrant

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						Preliminary Proxy Statement
						CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
						Definitive Proxy Statement
						Definitive Additional Materials
						Soliciting Material under §.240.14a-12

THE RMR GROUP INC.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2016 Annual Meeting
of Shareholders and Proxy Statement

Wednesday, March 9, 2016 at 9:30 a.m., Eastern time
Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458

It is our pleasure to invite you to join our Board of Directors and executive officers at The RMR Group Inc.'s 2016 first Annual Meeting of Shareholders in Newton, Massachusetts. The enclosed Notice of 2016 Annual Meeting of Shareholders and Proxy Statement will provide you with information about our Company and the matters to be voted on at the 2016 Annual Meeting.

We are committed to effectively communicating with our shareholders and explaining the matters to be addressed at our 2016 Annual Meeting of Shareholders. To that end, this Proxy Statement includes a Question and Answer section with information that we believe may be useful to our shareholders.

Your support is important to us and to our Company. I encourage you to use telephone or internet methods or sign and return a proxy card/voting instruction form to authorize your proxy prior to the meeting so that your shares will be represented and voted at the meeting.

Thank you for being a shareholder and for your investment in our Company.

January 22, 2016

On behalf of the Board of Directors,

Walter C. Watkins, Jr.
Chair of the Nominating and Governance Committee

NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS

March 9, 2016

9:30 a.m., Eastern time

The RMR Group Headquarters
Two Newton Place, 255 Washington Street, Suite 100,
Newton, Massachusetts 02458

ITEMS OF BUSINESS

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Elect the Director nominees identified in the accompanying Proxy Statement to the Company's Board of Directors;

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Approve The RMR Group Inc. 2016 Omnibus Equity Plan;

3.

Ratify the appointment of Ernst & Young LLP as independent auditors to serve for the 2016 fiscal year; and

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Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.

RECORD DATE

The Board of Directors set January 21, 2016 as the record date for the meeting. This means that owners of record of shares of common stock of the Company as of the close of business on that date are entitled to:

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receive notice of the meeting; and



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vote at the meeting and any postponements or adjournments of the meeting.

PROXY VOTING

Shareholders as of the Record Date are invited to attend the 2016 Annual Meeting. All shareholders are encouraged to authorize a proxy to vote in advance of the 2016 Annual Meeting by using one of the methods described in the accompanying Proxy Statement.

January 22, 2016

Newton, Massachusetts

By Order of the Board of Directors,

Jennifer B. Clark
Executive Vice President, General Counsel and Secretary

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VOTING INFORMATION

WE WANT TO HEAR FROM YOU – VOTE TODAY

It is important that you vote to play a part in the future of our Company. The NASDAQ Stock Market ("NASDAQ") rules provide that if your shares are held through a bank, broker or other nominee, they cannot vote on your behalf on non-discretionary matters, without your instruction.

ELIGIBILITY TO VOTE

You can vote if you were a shareholder of record at the close of business on January 21, 2016.

PROPOSALS WHICH REQUIRE YOUR VOTE

You can authorize a proxy to vote in advance in one of three ways:

via the internet
		Visit www.proxyvote.com and enter your 12 or 16 digit control number provided in your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form before 11:59 P.M. EST on March 8, 2016 to authorize a proxy VIA THE INTERNET.
by phone
		Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 P.M. EST on March 8, 2016 to authorize a proxy BY TELEPHONE. You will need the 12 or 16 digit control number provided on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form.
by mail
		Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.

If the meeting is adjourned, these times will be extended to 11:59 P.M. Eastern time on the day before the reconvened meeting.

PLEASE VISIT: www.proxyvote.com

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Review and download easy to read versions of our Proxy Statement and Annual Report.



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Sign up for future electronic delivery to reduce the impact on the environment.

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PROXY STATEMENT SUMMARY

This Proxy Statement summary highlights matters for consideration by shareholders in connection with the 2016 Annual Meeting. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

BOARD NOMINEES (page 11)

Shareholders are being asked to re-elect five directors to our Company's Board of Directors.

APPROVAL OF THE RMR GROUP INC. 2016 OMNIBUS EQUITY PLAN (page 51)

Shareholders are being asked to approve The RMR Group Inc. 2016 Omnibus Equity Plan, under which Class A Common Shares will be available for grant pursuant to the terms of the plan. The Company's Board of Directors believes that equity and equity based compensation may serve as an important component of the Company's compensation program and that having an equity and equity based compensation program will assist the Company in attracting, motivating and retaining talented directors, executives and other service providers.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS (page 57)

Shareholders are being asked to ratify the appointment of Ernst & Young LLP as independent auditors of The RMR Group Inc. for the Company's fiscal year ending September 30, 2016. The Company's Audit Committee evaluates the performance of the Company's independent auditors and determines whether to re-engage the current independent auditors or consider other audit firms. In doing so, the Audit Committee considers the cost, quality and efficiency of the services provided by the auditors and the auditors' technical expertise and knowledge of the Company's operations and industry. Based on its consideration of the aforesaid matters, the Audit Committee has appointed Ernst & Young LLP to serve as independent auditors for the fiscal year ending September 30, 2016.

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TWO NEWTON PLACE
255 WASHINGTON STREET, SUITE 300
NEWTON, MASSACHUSETTS 02458

January 22, 2016

PROXY STATEMENT

The Board of Directors ("Board") is furnishing this Proxy Statement to solicit proxies to be voted at the 2016 Annual Meeting of Shareholders of The RMR Group Inc. (the "2016 Annual Meeting"), a Maryland corporation (together with its direct or indirect subsidiaries, the "Company," "we," "us" or "our"). The meeting will be held at Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458 on Wednesday, March 9, 2016, at 9:30 a.m., Eastern time.

The mailing address of the Company's principal executive offices is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. The Company commenced mailing to its shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Company's Proxy Statement and its 2015 Annual Report on Form 10-K on or about January 22, 2016.

All properly executed written proxies, and all properly completed proxies submitted by telephone or internet, that are delivered pursuant to this solicitation will be voted at the 2016 Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting. These proxies also may be voted at any postponements or adjournments of the meeting.

Only owners of record of shares of common stock of the Company as of the close of business on January 21, 2016 (the "Record Date"), the record date for the meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of shares of Class A Common Stock of the Company ("Class A Common Shares") are entitled to one vote for each Class A Common Share held on the Record Date, holders of shares of Class B-1 Common Stock ("Class B-1 Common Shares") are entitled to ten votes for each Class B-1 Common Share held on the Record Date and holders of shares of Class B-2 Common Stock ("Class B-2 Common Shares," and, together with Class A Common Shares and Class B-1 Common Shares, "Common Shares") are entitled to ten votes for each Class B-2 Common Share held on the Record Date. Holders of our Class A Common Shares, Class B-1 Common Shares and Class B-2 Common Shares will vote as a single class on all matters at the 2016 Annual Meeting of Shareholders. Our Class A Common Shares are listed on NASDAQ. On January 21, 2016, there were 15,000,000 Class A Common Shares, 1,000,000 Class B-1 Common Shares and 15,000,000 Class B-2 Common Shares issued and outstanding.

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QUESTIONS AND ANSWERS

Proxy Materials and Voting Information

The proxy materials for the 2016 Annual Meeting of Shareholders include the Notice Regarding the Availability of Proxy Materials, Notice of 2016 Annual Meeting, this Proxy Statement and the Company's Annual Report on Form 10-K to shareholders for the fiscal year ended September 30, 2015 (the "Annual Report"). If you request a paper copy of these materials, the proxy materials will also include a proxy card or voting instruction form.

A proxy statement is a document that the Securities and Exchange Commission ("SEC") regulations require the Company to give you when it asks you to return a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the shares you own. That other person is called your proxy. We are asking you to designate the following three persons as your proxies for the 2016 Annual Meeting of Shareholders: Adam D. Portnoy, Managing Director, President and Chief Executive Officer; Jennifer B. Clark, Executive Vice President, General Counsel and Secretary; and Barry M. Portnoy, Managing Director.

If your shares are registered directly in your name with the Company's registrar and transfer agent, Wells Fargo Shareowner Services, you are considered a shareholder of record of those shares. If you are a shareholder of record, you should receive only one notice or proxy card for all the Class A Common Shares you hold in certificate form and in book entry form.

If your shares are held in an account you own at a bank or brokerage or you hold shares through another nominee, you are considered the "beneficial owner" of those shares. If you are a beneficial owner, you will receive voting instruction information from the bank, broker or other nominee through which you own your Class A Common Shares.

If you hold some shares of record and some shares beneficially, you should receive a notice or proxy card for all the Class A Common Shares you hold of record and a separate voting instruction information for the shares from the bank, broker or other nominee through which you own Class A Common Shares.

By Written Proxy. All shareholders of record can submit voting instructions by written proxy card. If you are a shareholder of record and receive a Notice of Internet Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice. If you are a beneficial owner, you may request a written proxy card or a voting instruction form from your bank, broker or other nominee. Proxies submitted by mail must be received by 11:59 p.m. Eastern time on March 8, 2016 or if the meeting is adjourned to a later date by 11:59 p.m. Eastern time on the day immediately preceding the date of the reconvened meeting.

By Telephone or Internet. All shareholders of record also can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your Notice of Internet Availability of Proxy Materials or proxy

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card. Beneficial owners may authorize a proxy by telephone or internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or nominee will include the instructions with the proxy voting materials. To authorize a proxy by telephone or internet, you will need the 12 or 16 digit control number provided on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. The telephone and internet proxy authorization procedures are designed to authenticate shareholder identities, to allow shareholders to vote their shares and to confirm that their instructions have been recorded properly. Proxies submitted by telephone or through the internet must be received by 11:59 p.m. Eastern time on March 8, 2016, or if the meeting is adjourned to a later date by 11:59 p.m. Eastern time on the day immediately preceding the date of the reconvened meeting.

In Person. All shareholders of record may vote in person at the meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy, as described in the response to question 15.

Holders of record of Class A Common Shares, Class B-1 Common Shares or Class B-2 Common Shares as of the close of business on January 21, 2016, the Record Date, may vote at the meeting. Holders of Class A Common Shares are entitled to one vote for each Class A Common Share held on the record date. Holders of Class B-1 Common Shares are entitled to ten votes for each Class B-1 Common Share held on the record date and holders of Class B-2 Common Shares are entitled to ten votes for each Class B-2 Common Share held on the record date. Holders of our Class A Common Shares, Class B-1 Common Shares and Class B-2 Common Shares will vote as a single class on all matters at the meeting. As of the close of business on the Record Date, there were 15,000,000 Class A Common Shares, 1,000,000 Class B-1 Common Shares and 15,000,000 Class B-2 Common Shares entitled to vote at the meeting.

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If you return a proxy card or authorize a proxy by internet or telephone and do not specify a choice for a matter, you will be instructing your proxy to vote in the manner recommended by our Board of Directors on that matter:

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FOR the election of all Director nominees identified in this Proxy Statement;

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FOR the proposal to approve The RMR Group Inc. 2016 Omnibus Equity Plan; and

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FOR the proposal to ratify the appointment of Ernst & Young LLP as independent auditors.

If you are a beneficial owner and do not provide voting instructions to your bank, broker or other nominee, the following applies:

Non-Discretionary Items. The election of Directors and the approval of The RMR Group Inc. 2016 Omnibus Equity Plan are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.

Discretionary Items. The ratification of the appointment of Ernst & Young LLP as independent auditors is a discretionary item. Generally, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.

A quorum of shareholders is required for shareholders to take action at the 2016 Annual Meeting. The presence, in person or by proxy, of shareholders entitled to cast a majority of all the votes entitled to be cast at the 2016 Annual Meeting constitutes a quorum.

Abstentions and broker non-votes are included in determining whether a quorum is present. Abstentions will not be included in vote totals and will have no effect on Items 1 and 3 to be voted on at the 2016 Annual Meeting. We understand that, under NASDAQ policy, abstentions will count as a vote against Item 2 to be voted on at the 2016 Annual Meeting. Broker non-votes will not be included in vote totals and will have no effect on the outcome of any of the Items to be voted on at the 2016 Annual Meeting. A proxy marked "WITHHOLD" will have the same effect as an abstention.

Shareholders have the right to revoke a proxy at any time before it is voted at the meeting, subject to the proxy voting deadlines described above. Shareholders may revoke a proxy by voting again on a later date by internet or by telephone (only the last internet or telephone proxy submitted prior to the meeting will be counted) or by signing and returning a new proxy card or by attending the meeting and voting in person. If you are a beneficial owner, see the response to question 15).

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A shareholder's attendance at the 2016 Annual Meeting will not revoke that shareholder's proxy unless that shareholder votes again at the meeting or files a written statement with the Secretary of the Company requesting that the prior proxy be revoked. An original written notice of revocation or subsequent proxy should be delivered to The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, Attention: Secretary, or hand delivered to the Secretary before the taking of the vote at the 2016 Annual Meeting.

Beneficial owners who wish to change their votes should contact the organization that holds their shares.

The Notice of 2016 Annual Meeting, this Proxy Statement and the Annual Report are available at www.proxyvote.com. You may access these proxy materials on the internet through the conclusion of the 2016 Annual Meeting.

Instead of receiving future copies of the Company's notices of annual meetings, proxy statements and annual reports ("proxy materials") by mail, shareholders of record and most beneficial owners may elect to receive these materials electronically. Opting to receive your future proxy materials electronically will save us the cost of printing and mailing documents, and also will give you an electronic link to the proxy voting site. Your Notice of Internet Availability of Proxy Materials instructs you as to how you may request electronic delivery of future proxy materials.

The Company will report the final results in a Current Report on Form 8-K filed with the SEC following the completion of the 2016 Annual Meeting.

The Company bears all expenses incurred in connection with the solicitation of proxies. We will request banks, brokers and other nominees to forward proxy materials to the beneficial owners of Class A Common Shares and to obtain their voting instructions. We will reimburse those firms for their expenses of forwarding proxy materials. Proxies may also be solicited, without additional compensation, by the Company's Directors, officers and employees, by mail, telephone or other electronic means or in person.

As permitted by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we may deliver only one copy of the Notice of Internet Availability of Proxy Materials, Notice of 2016 Annual Meeting, this Proxy Statement and the Annual Report to shareholders residing at the same address, unless the shareholders have notified us of their desire to receive multiple copies of those documents. This practice is known as "householding."

We will deliver a separate copy of any of those documents to you if you write to the Company at Investor Relations, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or call the Company at (617) 796-8230. If you want to receive separate copies of our notices regarding the availability of proxy materials, notices of annual meetings, proxy statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee, or you may contact us at the above address or telephone number.

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2016 Annual Meeting Information

All attendees will need to bring photo identification for admission. Please note that cameras and audio or video recorders are not permitted at the meeting. Any cell phones, pagers or similar electronic devices must be shut off for the duration of the meeting.

Attendance at the meeting is limited to our Directors and officers, shareholders as of the record date (January 21, 2016) or their duly authorized representatives or proxies, and persons permitted by the Chairman of the meeting.

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Beneficial owners: If you are a shareholder who holds shares indirectly through a brokerage firm, bank or other nominee, you may be required to present evidence of your beneficial ownership of shares. For this purpose, a letter or account statement from the applicable brokerage firm, bank or other nominee confirming such ownership will be acceptable. Please note that you will not be able to vote your shares at the meeting without a legal proxy, as described in the response to question 15.

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Authorized named representatives: If you are a shareholder as of the record date and intend to appoint an authorized named representative to attend the meeting on your behalf, including if you are a corporation, partnership, limited liability company or other entity, you must notify us of your intent by regular mail to our Secretary, by e-mail to secretary@rmrgroup.com or by fax to (617) 796-8230. Requests for authorized named representatives to attend the meeting must be received no later than Wednesday, March 2, 2016, or if the meeting is adjourned to a later date on or before the 5^th business day before the reconvened meeting.

Please include the following information when submitting your request:

(1)

Your name and complete mailing address;

(2)

Proof that you owned shares of the Company as of January 21, 2016 (such as a copy of the portion of your voting instruction form showing your name and address, a bank or brokerage firm account statement or a letter from the bank, broker or other nominee holding your shares); and

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A signed authorization appointing such individual to be your authorized named representative at the meeting, which includes the name, address, telephone number and e-mail address of the authorized named representative.

Upon receipt of proper documentation, you and your named representative will receive confirmation that your named representative has been authorized to attend the meeting. For admission to the meeting, the photo ID presented must match the documentation provided in response to item (3) above. The Company reserves the right to limit the number of representatives who may attend the meeting.

If you have questions regarding these admission procedures, please call Investor Relations at (617) 796-8230.

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If you are a beneficial owner and want to vote your shares at the 2016 Annual Meeting, you need a legal proxy from your bank broker or other nominee. You also need to follow the procedures described in the response to question 14 and to bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your shares at the meeting without a legal proxy. If you do not have a legal proxy, you can still attend the meeting by following the procedures described in the response to question 14. However, you will not be able to vote your shares at the meeting without a legal proxy. The Company encourages you to vote your shares in advance, even if you intend to attend the meeting.

Company Documents, Communications and Shareholder Proposals

Our website contains the Company's Governance Guidelines, Board committee charters, Code of Business Conduct and Ethics (the "Code") and SEC filings, and Forms 3, 4 and 5 filed by the Company's Directors and executive officers. To view these documents, go to www.rmrgroup.com, click on "Investors."

We will deliver free of charge, upon request, a copy of the Company's Governance Guidelines, Board committee charters, Code or Annual Report to any shareholder requesting a copy. Requests should be directed to the Company's Investor Relations Department at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

Any shareholder or other interested person who wants to communicate with the Company's Directors, individually or as a group, should fill out a report at the Company's website, www.rmrgroup.com, call the Company's toll free confidential message system at (866) 511-5038 or write to the party for whom the communication is intended, c/o Secretary, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. The communication will then be delivered to the appropriate party or parties.

A proposal for action to be presented by any shareholder at the Company's 2017 Annual Meeting of Shareholders must be submitted as follows:

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For a proposal to be eligible to be included in the proxy statement pursuant to Rule 14a-8 under the Exchange Act, the proposal must be received at the Company's principal executive offices by September 24, 2016.

Proposals should be sent to the Company's Secretary at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

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ELECTION OF DIRECTORS (ITEM 1)

The Board serves as the decision making body of the Company, except for those matters reserved to the shareholders. The Board selects and oversees the Company's officers, who are charged by the Board with conducting the day to day business of the Company.

The Board of Directors currently consists of five members.

A plurality of all the votes cast at the meeting is required to elect a Director at the 2016 Annual Meeting.

The Nominating and Governance Committee is responsible for identifying and evaluating nominees for Director and for recommending to the Board nominees for election at each annual meeting of Shareholders. The Nominating and Governance Committee may consider candidates suggested by the Company's Directors, officers or shareholders or by others.

Shareholder Recommendations for Nominees. Shareholders who would like to recommend a nominee for the position of Director should submit their recommendations in writing by mail to the Chair of the Nominating and Governance Committee c/o The RMR Group Inc. Secretary at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or by e-mail at secretary@rmrgroup.com. A shareholder's recommendation should include any information that the recommending shareholder believes relevant or helpful to the Nominating and Governance Committee's deliberations. The Nominating and Governance Committee may request additional information about the shareholder recommended nominee or about the shareholder recommending the nominee. Recommendations by shareholders will be considered by the Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

Directors are responsible for overseeing the Company's business. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements that are applicable to all Directors, qualifications applicable to Independent Directors and other skills and experience that should be represented on the Board as a whole, but not necessarily by each Director. The Board currently consists of five Directors, including three Independent Directors. The Independent Directors are not employees of the Company, are not involved in the Company's day to day activities and are persons who qualify as independent under the applicable rules of the NASDAQ and the SEC. The Board and the Nominating and Governance Committee consider the qualifications of Directors and Director candidates individually and in the broader context of the Board's overall composition and the Company's current and future needs.

Qualifications for All Directors

In its assessment of each potential candidate, including those recommended by shareholders, the Nominating and Governance Committee considers the potential nominee's integrity, experience, achievements, judgment, intelligence, competence, personal character, likelihood that a candidate will be able to serve on the Board for an extended period and other matters that the Nominating and Governance Committee deems appropriate. The Nominating and Governance Committee also takes into account the ability of a potential nominee to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

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The Board and Nominating and Governance Committee require that each Director candidate be a person of high integrity with a proven record of success in his or her field. Each Director candidate must demonstrate the ability to make independent analytical inquiries, familiarity with and respect for corporate governance requirements and practices and a commitment to serving the Company's long term best interests. In addition, the Nominating and Governance Committee may conduct interviews of potential Director candidates to assess intangible qualities, including the individual's ability to ask appropriate questions and to work collegially. The Board does not have a specific diversity policy in connection with the selection of nominees for Director, but due consideration is given to the Board's overall balance of diversity, including professional background, experience, perspective, gender and ethnicity.

Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company's long term interests. The following table summarizes certain key characteristics of the Company's business and the associated qualifications, attributes, skills and experience that the Board believes should be represented on the Board.

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Ann Logan, Adam D. Portnoy, Barry M. Portnoy, Walter C. Watkins, Jr. and Frederick N. Zeytoonjian for election as Directors. Each of the Director nominees currently serves on the Board. If elected, each nominee would hold office until the Company's 2017 Annual Meeting of Shareholders and until his or her successor is duly elected and qualifies, subject to the individual's earlier death, resignation, retirement, disqualification or removal.

We expect each nominee for election as a Director will be able to serve if elected. However, if a nominee should become unable or unwilling to serve, proxies may be voted for the election of a substitute nominee designated by the Board.

The Board believes that the combination of the various qualifications, attributes, skills and experiences of the Director nominees would contribute to an effective Board serving the Company's long term best

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interests. The Board and the Nominating and Governance Committee believe that the Director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company's management. Below is a summary of the key experiences, qualifications, attributes and skills that led the Nominating and Governance Committee and the Board to conclude such person is currently qualified to serve as a Director.

The Board of Directors recommends a vote FOR the election of all Director nominees.

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The following is some important biographical information, including the ages and recent principal occupations, as of January 21, 2016, of the Company's Directors who are also the Director nominees and the Company's executive officers. The business address of the Directors and executive officers is c/o The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. Included in each Director's biography below are the attributes of that Director consistent with the qualifications, attributes, skills and experience the Board has determined are important to be represented on the Board. For a general discussion of the particular Director qualifications, attributes, skills and experience, and the process for selecting and nominating individuals for election to serve as a Director, please see "Election of Directors" beginning on page 11.

Directors

Ann Logan

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Adam D. Portnoy

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Barry M. Portnoy

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Walter C. Watkins, Jr.

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Frederick N. Zeytoonjian

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Executive Officers

Adam D. Portnoy

						Managing Director, President and Chief Executive Officer since 2015 President and Chief Executive Officer of RMR LLC since 2006 Age: 45 Mr. Adam Portnoy's background and qualifications are described above.

Barry M. Portnoy

						Managing Director since 2015 Chairman of RMR LLC since 1986 Age: 70 Mr. Barry Portnoy's background and qualifications are described above.

Jennifer B. Clark

						Executive Vice President, General Counsel and Secretary since 2015 Executive Vice President and General Counsel of RMR LLC since 2008 and Secretary of RMR LLC since 2015 Age: 54 Ms. Clark has been our executive vice president, general counsel and secretary since shortly after our formation and secretary of RMR Intl LLC since 2012. Ms. Clark joined RMR LLC in 1999 as a vice president; she became a senior vice president in 2006, an executive vice president and general counsel in 2008 and secretary in 2015. Ms. Clark serves as secretary of Government Properties Income Trust, Hospitality Properties Trust, Select Income REIT, Senior Housing Properties Trust, Five Star Quality Care, Inc. and TravelCenters of America LLC and she served as secretary of Equity Commonwealth until 2014. Ms. Clark also serves as a director and secretary of Sonesta International Hotels Corporation, director, vice president and secretary of RMR Advisors LLC and secretary and chief legal officer of RMR Real Estate Fund. Prior to joining RMR LLC, Ms. Clark was a partner at the law firm of Sullivan & Worcester LLP.

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Matthew P. Jordan

						Treasurer and Chief Financial Officer since 2015 Chief Financial Officer, Senior Vice President and Treasurer of RMR LLC since 2012 Age: 41 Mr. Jordan has been our chief financial officer and treasurer since shortly after our formation and treasurer of RMR Intl LLC since 2012. Mr. Jordan joined RMR LLC in April 2012 as chief accounting officer; he became chief financial officer, senior vice president and treasurer of RMR LLC in November 2012. Prior to joining RMR LLC, Mr. Jordan was employed at Stanley Black & Decker Company from July 2011 and before then at Ernst & Young LLP. Mr. Jordan is a certified public accountant.

David M. Blackman

						Executive Vice President of RMR LLC since 2013 Age: 53 Mr. Blackman has been an executive vice president at RMR LLC since 2013 and was a senior vice president from 2009 to 2013. Mr. Blackman has been the president and chief operating officer of Government Properties Income Trust since 2011 and was its chief financial officer and treasurer from 2009 until 2011. Mr. Blackman has also been the president and chief operating officer of Select Income REIT since 2011. Prior to joining RMR LLC, Mr. Blackman was employed as a banker at Wachovia Corporation and its predecessors for 23 years, where he focused on real estate finance matters, including serving as a managing director in the real estate section of Wachovia Capital Markets, LLC from 2005 through 2009.

David J. Hegarty

						Executive Vice President of RMR LLC since 2006 Age: 59 Mr. Hegarty has been an executive vice president of RMR LLC since 2006. Mr. Hegarty was a director of RMR LLC from 1995 until it became our majority owned subsidiary on June 5, 2015. Mr. Hegarty has been employed in various positions at RMR LLC and their managed companies since 1987, including serving as president and chief operating officer of Senior Housing Properties Trust since 1999. Prior to joining RMR LLC, Mr. Hegarty worked at Arthur Young & Co., a predecessor to Ernst & Young LLP. Mr. Hegarty is a certified public accountant.

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Mark L. Kleifges

						Executive Vice President of RMR LLC since 2008 Age: 55 Mr. Kleifges has been an executive vice president of RMR LLC since 2008 and has served in various capacities with RMR LLC and its affiliates since 2002. Mr. Kleifges has served as chief financial officer and treasurer of Hospitality Properties Trust since 2002. Mr. Kleifges was a vice president of RMR Advisors LLC from 2003 to 2004 and since 2004 has been its chief financial officer and treasurer. He has also served as chief financial officer and treasurer of RMR Real Estate Income Fund and its predecessor funds since 2003. Mr. Kleifges has also been chief financial officer and treasurer of Government Properties Income Trust since 2011. Mr. Kleifges is a certified public accountant and, prior to joining RMR LLC, was a partner at Arthur Andersen LLP.

Bruce J. Mackey Jr.

						Executive Vice President of RMR LLC since 2011 Age: 45 Mr. Mackey has been an executive vice president of RMR LLC since 2011 and was a senior vice president from 2006 to 2011 and vice president from 2001 to 2006. Since joining RMR LLC in 1997, Mr. Mackey has served in various capacities for RMR LLC and its affiliates, including: president and chief executive officer of Five Star Quality Care, Inc. since 2008 and chief financial officer and treasurer of Five Star from 2001 to 2008. Prior to joining RMR LLC, Mr. Mackey was employed at Arthur Andersen LLP. Mr. Mackey is a certified public accountant.

John G. Murray

						Executive Vice President of RMR LLC since 2001 Age: 55 Mr. Murray has served in various capacities with RMR LLC and its affiliates since 1993, including as an executive vice president of RMR LLC since 2001 and as a senior vice president of RMR LLC from 1993 to 2001. Mr. Murray has been the president and chief operating officer of Hospitality Properties Trust since 1996 and was its chief financial officer and treasurer from 1995 to 1996. Since 2014, Mr. Murray has been a member of the board of directors of the American Hotel & Lodging Association representing the owners' segment of the association. Prior to joining RMR LLC, Mr. Murray was employed at Fidelity Brokerage Services Inc. and at Ernst & Young LLP.

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Thomas M. O'Brien

						Executive Vice President of RMR LLC since 2008 Age: 49 Mr. O'Brien has been an executive vice president of RMR LLC since 2008, and before then was a senior vice president from 2006 to 2008 and a vice president from 1996 to 2006. Mr. O'Brien has been a managing director of TravelCenters of America LLC since 2006 and its president and chief executive officer since 2007. Mr. O'Brien was president and chief executive officer of RMR Advisors LLC and the predecessor funds of RMR Real Estate Income Fund from the time of their founding in 2003 until 2007. Mr. O'Brien was the chief financial officer and treasurer of Hospitality Properties Trust from 1996 until 2004 and its executive vice president from 2004 until 2007. Since 2007, Mr. O'Brien has been a director of the National Association of Truck Stop Operators, a not for profit trade association engaged in activities intended to support the travel center industry, and a director of VirnetX Holding Corporation, a company that develops software and technology solutions for real time communications over the internet. Prior to joining RMR LLC, Mr. O'Brien was employed by Arthur Andersen LLP.

John C. Popeo

						Executive Vice President of RMR LLC since 2008 Age: 55 Mr. Popeo has been an executive vice president of RMR LLC since 2008, and previously served as its chief financial officer and treasurer from 1997 to 2012, vice president from 1999 to 2006 and senior vice president from 2006 to 2008. Mr. Popeo has been the chief financial officer and treasurer of Select Income REIT since 2011. Mr. Popeo was chief financial officer and treasurer of Equity Commonwealth from 1999 to 2014. Mr. Popeo was the chief financial officer and treasurer of RMR Advisors LLC from 2002 to 2004. Prior to joining RMR LLC, Mr. Popeo was employed at the Beacon Companies and at other real estate and public accounting firms in the Boston, Massachusetts area. Mr. Popeo is a certified public accountant.

Barry M. Portnoy is the father of Adam D. Portnoy. There are no other family relationships among any of the Company's Directors or executive officers. The Company's executive officers serve at the discretion of the Board.

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DIRECTOR COMPENSATION

The Compensation Committee is responsible for annually evaluating and recommending to the Board the appropriate compensation for Board and committee service by Directors.

In determining the amount and composition of our Directors' compensation, the Compensation Committee and the Board take various factors into consideration, including, but not limited to, the responsibilities of Directors generally, as well as for service on committees and as committee chairs, and the forms of compensation paid to directors by comparable companies, including the compensation of directors and trustees of other companies managed by RMR LLC. The Board reviews the Compensation Committee's recommendations regarding Director cash compensation and determines the amount of such compensation.

Each of our non-employee directors receives an annual fee of $40,000 for services as our director, plus a fee of $1,000 for each meeting attended, with no more than $2,000 in meeting fees for any day. Each non-employee director who serves as a chair of our audit, compensation or nominating and governance committees receives an additional annual fee of $12,500, $7,500 and $7,500, respectively. We intend to reimburse all of our directors for out of pocket costs they incur in connection with attending board and committee meetings. We were incorporated on May 28, 2015 and did not have non-employee directors during our fiscal year ended September 30, 2015. The foregoing annual fees were prorated from the date the non-employee directors became Board members of the Company on November 23, 2015 through March 9, 2016, the date of the Company's 2016 Annual Meeting. If the 2016 Omnibus Equity Plan is approved at the 2016 Annual Meeting, we expect that our Directors may receive equity shares as part of their annual compensation.

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CORPORATE GOVERNANCE

The Company is committed to corporate governance which promotes the long term interests of our shareholders, strengthens Board and management accountability and helps build trust of investors and others in the Company. The Board has established Governance Guidelines which provide a framework for effective governance. The guidelines address matters such as general qualification standards for the Board, Director responsibilities, Board and committee meetings, Director compensation, evaluation of management, management succession and other matters. The Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

The governance section of our website makes available our corporate governance materials, including the Governance Guidelines, the charter for each Board committee, the Code and information about how to report matters directly to management, the Board or the Audit Committee. To access these documents on the Company's website, www.rmrgroup.com, click on "Investor Relations" and then "Governance." In addition, instructions on how to obtain copies of the Company's corporate governance materials are included in the response to question 16 in the "Questions and Answers" section on page 10.

Our Board is currently comprised of five Directors, including three Independent Directors and two Managing Directors. We expect all Directors to play an active role in overseeing the Company's business both at the Board and committee levels. As set forth in the Company's Governance Guidelines, the core responsibility of our Directors is to exercise sound, informed and independent business judgment in overseeing and controlling the Company and its strategic direction. Our Directors are skilled and experienced leaders and currently serve or have served as members of senior management in public, private for profit and nonprofit organizations, and also have served as government officials. Our Directors may be called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of the Company's officers and advisors. The Board is small, which facilitates informal discussions and communication from management to the Board and among Directors.

We do not have a Chairman of the Board or a lead Independent Director. Other than our President and Chief Executive Officer, our executive officers are not members of the Board, but they may attend Board and Board committee meetings with the Company's Director of Internal Audit, in each case, at the invitation of the Board. The Company's President or the Board may call a special meeting.

Pursuant to the Company's Governance Guidelines, the Company's Independent Directors are expected to meet in regularly scheduled executive sessions. The presiding Director at these meetings is the Chair of the Audit Committee, unless the Independent Directors in attendance select another Independent Director to preside. Our Independent Directors may also meet to consider Company business without the attendance of the Managing Directors or other officers, and they may meet separately with the Company's officers, with the Company's Director of Internal Audit and with the Company's independent auditors. In such meetings of the Company's Independent Directors, the Chair of the Audit Committee presides unless the Independent Directors determine otherwise.

The Company's policy with respect to Board members' attendance at meetings of the Board and annual meetings of Shareholders can be found in the Company's Governance Guidelines, the full text of which appears at the Company's website, www.rmrgroup.com.

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Under NASDAQ corporate governance listing standards, to be considered independent:

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a director must not have a disqualifying relationship, as defined in the corporate governance section of the NASDAQ stock market rules; and

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the Board must affirmatively determine that the director otherwise has no material relationship with the Company directly, or as an officer, shareholder or partner of an organization that has a relationship with the Company. To facilitate the director independence assessment process, the Board has adopted written Governance Guidelines as described below.

The Board affirmatively determines whether Directors have a direct or indirect material relationship with the Company, including the Company's subsidiaries, other than serving as the Company's Directors or directors of the Company's subsidiaries. In making independence determinations, the Board observes NASDAQ and SEC criteria. When assessing a Director's relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the Director's standpoint, but also from that of the persons or organizations with which the Director has an affiliation. Based on this review, the Board has determined that Ann Logan, Walter C. Watkins, Jr. and Frederick N. Zeytoonjian currently qualify as independent directors under applicable NASDAQ rules and SEC criteria. In making these determinations, the Board reviewed and discussed additional information provided by the Directors and the Company with regard to each of the Directors' relationships with the Company and its affiliates and those companies to which the Company provides management and advisory services. The Board has concluded that none of these three Independent Directors possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as a Director or that could otherwise be a direct or indirect material relationship under applicable NASDAQ and SEC standards.

The Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. Each committee has adopted a written charter, which is available on our website, www.rmrgroup.com, by clicking on "Investor Relations" and then "Governance." Shareholders may also request copies free of charge by writing to Investor Relations, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

Our Board may from time to time establish other committees. Our audit committee is comprised entirely of Independent Directors under applicable NASDAQ rules who also meet the independence criteria applicable to audit committees under the Sarbanes Oxley Act and the SEC's implementing rules under that law. We are a "controlled company" under the rules of NASDAQ because Barry Portnoy and Adam Portnoy control more than 50% of our voting power; therefore, our Compensation Committee and Nominating and Governance Committee may, and do, include Independent and Managing Directors. The Chairs of the Audit, Compensation and Nominating and Governance Committees set the agendas for their respective committee meetings, but any Director, member of management or the Director of Internal Audit may suggest agenda items to be considered by these committees. Additionally, the charter of each of our standing committees provides that the committee may form and delegate authority to subcommittees of one or more members when appropriate. Subcommittees are subject to the provisions of the applicable committee's charter. Additional information about the committees is provided below.

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Audit Committee

		Ann Logan* Committee Chair

"The Audit Committee is dedicated to maintaining the integrity of the Company's financial reporting; monitoring and controlling the Company's financial risk exposure; selecting, assessing the independence and performance of, and working productively with, the Company's independent auditors; overseeing and collaborating with the Company's internal audit function; and monitoring the Company's legal and regulatory compliance."

Additional Committee Members: Walter C. Watkins, Jr. and Frederick N. Zeytoonjian
Meetings Held in the fiscal year ended September 30, 2015: 0**

Primary Responsibilities:
The primary functions of the Audit Committee are to assist the Board in fulfilling its responsibilities for oversight of: (1) the integrity of the Company's financial statements; (2) the Company's compliance with legal and regulatory requirements; (3) the independent auditors' qualifications and independence; and (4) the performance of the Company's internal audit function and independent auditor. Under its charter, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company's independent auditor and the resolution of disagreements between management and the independent auditor regarding financial reporting. The independent auditor reports directly to the Audit Committee. The Audit Committee also has final authority and responsibility for the appointment and assignment of duties to the director of internal audit.

Independence:
Each member of the Audit Committee meets the independence requirements of the NASDAQ, the Exchange Act and the Company's Governance Guidelines. Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The Board has determined that Ms. Logan is the Audit Committee's "financial expert" and is independent as defined by the rules of the SEC and the NASDAQ. The Board's determination that Ms. Logan is the Audit Committee's financial expert was based upon her experience as: (i) a member of the audit committees and risk management committees of other publicly owned companies; and (ii) an executive vice president of the single family mortgage business and executive vice president and chief credit officer at Fannie Mae.

*

Ms. Logan was appointed Chair of the Audit Committee on December 17, 2015.

**

The Audit Committee was formed after the Company's fiscal year ended on September 30, 2015. Prior to that time, the then Board performed the functions of the Audit Committee.

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Compensation Committee

		Frederick N. Zeytoonjian* Committee Chair

"The Compensation Committee strives to align the Company's compensation practices with the best long term interests of the Company."

Additional Committee Members: Ann Logan, Adam D. Portnoy, Barry M. Portnoy and Walter C. Watkins, Jr.
Meetings Held in the fiscal year ended September 30, 2015: 1^**

Primary Responsibilities:
The primary purpose and function of the Compensation Committee is to discharge the responsibilities of the Board, or to assist the Board in discharging its responsibilities related to: (1) the oversight of the Company's compensation and employee benefit programs as they apply to executive compensation; (2) the evaluation of services provided by any individual who serves as an executive officer of the Company; (3) the evaluation of compensation paid by the Company to any individual who serves as an executive officer of the Company; (4) the evaluation of the services provided by the person serving as the director of internal audit for the Company; (5) the approval of compensation paid by the Company to the person serving as the director of internal audit for the Company; and (6) the administration of the Company's equity compensation plans (or the delegation of such administration to a subcommittee composed solely of two or more non-employee directors).

Independence:
Ms. Logan, Mr. Watkins and Mr. Zeytoonjian meet the independence requirements of the NASDAQ.

*

Mr. Zeytoonjian was appointed Chair of the Compensation Committee on December 17, 2015.

**

Prior to December 14, 2015, the Compensation Committee was comprised of only Barry Portnoy and Adam Portnoy. That committee met one time during the fiscal year ended September 30, 2015.

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Nominating and Governance Committee

		Walter C. Watkins, Jr.* Committee Chair

"The Nominating and Governance Committee endeavors to assist the Board in selecting the most qualified Directors and implementing effective corporate governance to the best long term interests of the Company."

Additional Committee Members: Ann Logan, Adam D. Portnoy, Barry M. Portnoy and Frederick N. Zeytoonjian
Meetings Held in the fiscal year ended September 30, 2015: 0**

Primary Responsibilities:
The primary purposes of the Nominating and Governance Committee are: (1) to identify individuals qualified to become members of the Board consistent with criteria approved by the Board, and to select, or recommend that the Board select, the director nominees for each annual meeting of shareholders (or special meeting of shareholders at which directors are to be elected) or when vacancies occur; (2) to develop and recommend to the Board a set of governance principles applicable to the Company; and (3) to oversee the evaluation of the Board and, to the extent not overseen by the Company's Compensation Committee or a committee composed entirely of directors meeting the independence requirements of the rules of NASDAQ, Company management.

Independence:
Ms. Logan, Mr. Watkins and Mr. Zeytoonjian meet the independence requirements of the NASDAQ.

*

Mr. Watkins was appointed Chair of the Nominating and Governance Committee on December 17, 2015.

**

The Nominating and Governance Committee was formed after the Company's fiscal year ended on September 30, 2015.

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The Board is elected by the shareholders to oversee the Company's business and long term strategy. As part of fulfilling its responsibilities, the Board oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company's compliance with applicable laws and regulations and proper governance. Inherent in these responsibilities is the Board's understanding and oversight of the various risks facing the Company. The Board considers that risks should not be viewed in isolation and should be considered in virtually every business decision and as part of the Company's business strategy.

The Board will oversee risk as part of its general oversight of the Company, and address the oversight of risk as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. The actual day to day business of the Company is conducted by management, and management is responsible to incorporate risk management in its activities. The Company's director of internal audit provides the Company advice and assistance with the Company's risk management function.

In discharging their oversight responsibilities, the Board and Board committees review regularly a wide range of reports provided to them by management, internal audit and service providers, including:

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reports on market and industry conditions;

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operating and regulatory compliance reports;

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financial reports;

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reports on risk management activities;

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regulatory and legislative updates that may impact the Company;

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reports on the security of the Company's information technology processes and the Company's data; and

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legal proceedings updates and reports on other business related matters.

The Board and Board committees expect to discuss these matters among themselves and with management of the Company, the Director of Internal Audit, counsel and the Company's independent auditors.

The Audit Committee, which will meet at least quarterly and report its findings to the Board, performs a lead role in helping the Board fulfill its responsibilities for oversight of the Company's financial reporting, internal audit function, risk management and the Company's compliance with legal and regulatory requirements. The Board and Audit Committee will review periodic reports from the Company's independent auditors regarding potential risks, including risks related to the Company's internal controls. The Audit Committee also will review annually, approve and oversee an internal audit plan developed by the Company's Director of Internal Audit with the goal of helping the Company systematically evaluate the effectiveness of its risk management, control and governance processes. The Audit Committee also will

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meet periodically with the Company's Director of Internal Audit to review the results of the Company's internal audits, and direct or recommend to the Board actions or changes it determines appropriate measures to enhance or improve the effectiveness of the Company's risk management. The Compensation Committee evaluates the performance of the Company's Director of Internal Audit.

It is usually not possible to identify all of the risks that may affect the Company or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for the Company to bear certain risks to achieve its objectives. As a result of the foregoing and other factors, the Company's ability to manage risk is subject to substantial limitations.

To learn more about the risks facing the Company, you can review the matters discussed in Part I, "Item 1A. Risk Factors" and "Warning Concerning Forward Looking Statements" in our Annual Report. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company's business, financial condition or results of operations in future periods.

The Board has established a process to facilitate communication by shareholders and other interested parties with Directors. Communications should be addressed to Directors in care of the Secretary, The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, by email at secretary@rmrgroup.com or sent by filling out a report at the Company's website, www.rmrgroup.com. In addition, shareholders and other interested parties may call the Company's toll free confidential message system at (866) 511-5038.

In November 2015, the Company adopted the Code to, among other things, provide guidance to its directors, officers and employees to ensure compliance with applicable laws and regulations.

The Company's shareholders, Directors, executive officers and persons involved in the Company's business can ask questions about the Company's Code and other ethics and compliance issues, or report potential violations as follows: by writing to the Director of Internal Audit at The RMR Group Inc., Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458; by calling toll free (866) 511-5038; by e-mailing Internal.Audit@rmrgroup.com; or by filling out a report by visiting the Company's website, www.rmrgroup.com, clicking "Investor Relations", clicking "Governance" and then clicking "Reporting Compliance & Governance Concerns."

Pursuant to the Company's insider trading policy, Directors and executive officers are required to obtain pre-approval from at least two designated individuals before trading or agreeing to trade in, including by entering into a share trading plan such as a 10b5-1 trading plan, with respect to any Company security, except for regular reinvestments in the Company's securities made pursuant to any dividend reinvestment plan which may be offered by the Company.

The Company's insider trading policy generally prohibits (i) the Company's Directors and officers, (ii) the directors and officers of the Company's subsidiaries, and (iii) other employees of the Company, from, directly or indirectly through family members or others, purchasing or selling Class A Common Shares or the Company's other equity or debt securities while in possession of material, non-public information concerning the Company. Similar prohibitions also apply to trading in the securities of other publicly held companies to which the Company provides management services on the basis of material, non-public information learned in the course of performing services for those companies.

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Deadline to Submit Nominations and Proposals for the 2017 Annual Meeting of Shareholders for Purposes of Rule 14a-4(c)(1):    To be timely for purposes of Rule 14a-4(c)(1) under the Exchange Act, shareholder nominations and proposals intended to be made at the 2017 Annual Meeting of Shareholders must be received by the Company not later than 5:00 p.m. Eastern time on December 8, 2016; provided, that, if the date of the 2017 Annual Meeting of Shareholders is more than 30 days earlier or later than March 9, 2017, then a shareholder's notice must be so delivered a reasonable time before the Company sends its proxy materials for the 2017 Annual Meeting of Shareholders.

Shareholder proposals pursuant to Rule 14a-8 under the Exchange Act must be received at the Company's principal executive offices on or before September 24, 2016 in order to be eligible to be included in the proxy statement for the 2017 Annual Meeting of Shareholders; provided, that, if the date of the 2017 Annual Meeting of Shareholders is more than 30 days before or after March 9, 2017, such a proposal must be submitted within a reasonable time before the Company begins to print its proxy materials. Under Rule 14a-8, the Company is not required to include shareholder proposals in its proxy materials in certain circumstances or if conditions specified in the rule are not met.

In this "Related Person Transactions" section, unless the context requires otherwise, references to "RMR Inc.", "we," "us" and "our" refer solely to The RMR Group Inc., a Maryland corporation, and not any of our subsidiaries.

A "related person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) we were, are or will be a participant, (ii) the amount involved exceeds $120,000 and (iii) any related person had, has or will have a direct or indirect material interest.

A "related person" means any person who is, or at any time during the applicable period was:

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a Director, a nominee for Director or an executive officer of us;



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known to us to be the beneficial owner of more than 5% of the outstanding Class A, B-1 or B-2 Common Shares when a transaction in which such person had a direct or indirect material interest occurred or existed;



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an immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother in law, father in law, son in law, daughter in law, brother in law or sister in law of any of the persons referenced in the preceding two bullets, and any person (other than a tenant or employee) sharing the household of any of the persons referenced in the preceding two bullets; or



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a firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

We have adopted written Governance Guidelines that contain guidelines for the consideration and approval of any related person transactions. Under these Governance Guidelines, we may not enter into any transaction in which any Director or executive officer, any member of the immediate family of any Director or executive officer or any other related person, has or will have a direct or indirect material interest unless that transaction has been disclosed or made known to the Board and the Board reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Directors, even if the disinterested Directors constitute less than a quorum. If there are no disinterested Directors, the transaction must be reviewed, authorized and approved or ratified by both (i) the affirmative vote of a majority of the Board and (ii) the affirmative vote of a majority of the Independent Directors (as such term

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is defined under NASDAQ rules). In determining whether to approve or ratify a transaction, the Board, or disinterested Directors or Independent Directors, as the case may be, also act in accordance with any applicable provisions of the charter and our bylaws, consider all of the relevant facts and circumstances and approve only those transactions that they determine are fair and reasonable to the Company and our shareholders. All related person transactions described below were reviewed and approved or ratified by a majority of the disinterested Directors or otherwise in accordance with our policies, our Charter and Bylaws, each as described above. In the case of any transaction with us in which any other employee of us who is subject to our Code of Business Conduct and Ethics who has a direct or indirect material interest in the transaction, the employee must seek approval from an executive officer who has no interest in the matter for which approval is being requested. Copies of our Governance Guidelines and the Code of Business Conduct and Ethics are available on our website, www.rmrgroup.com.

Certain Related Person Transactions

ABP Trust, formerly known as Reit Management & Research Trust, which is owned by Barry M. Portnoy and Adam D. Portnoy (collectively, our "Founders"), owns all of our outstanding Class B-1 Common Shares and Class B-2 Common Shares. Our Class B-1 Common Shares and Class B-2 Common Shares entitle holders to ten votes per share. Accordingly, ABP Trust owns, and our Founders beneficially own, 91.4% of our outstanding voting power. As a result, our Founders have the ability to determine the outcome of all matters requiring shareholder approval, including, but not limited to, election of our directors.

We conduct substantially all of our business through our subsidiary, The RMR Group LLC ("RMR LLC"), which, before the Up-C Transaction (described below), was owned 100.0% by ABP Trust. We have no employees, and the personnel and various services we require to operate our business are or will be provided to us by RMR LLC. We serve as the managing member of RMR LLC and we own 15,000,000 class A membership units of RMR LLC ("class A membership units") and 1,000,000 class B membership units of RMR LLC ("class B membership units"), which represents 51.6% of the economic interest in RMR LLC. ABP Trust directly owns 15,000,000 class A membership units, or 48.4% of the economic interest in RMR LLC. As a result of its ownership of 1,000,000 of our Class B-1 Common Shares, ABP Trust also holds indirectly an additional 3.2% economic interest in RMR LLC. Barry M. Portnoy, one of our Managing Directors, founded RMR LLC in 1986 and served as a director of RMR LLC from its founding through when we became the managing member of RMR LLC on June 5, 2015. Our other Managing Director, our President and Chief Executive Officer and one of our Founders, Adam D. Portnoy, is the son of Barry M. Portnoy and served as a director of RMR LLC from 2006 through when we became the managing member of RMR LLC on June 5, 2015.

Management and Advisory Services

Through RMR LLC, we provide management services for:

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four Maryland real estate investment trusts (collectively, the "Managed REITs" and each individually a "Managed REIT"):



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Government Properties Income Trust (including its subsidiaries "GOV");



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Hospitality Properties Trust (including its subsidiaries "HPT");



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Select Income REIT (including its subsidiaries "SIR"); and



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Senior Housing Properties Trust (including its subsidiaries "SNH");



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three real estate based operating companies (collectively, the "Managed Operators" and each individually a "Managed Operator"):



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Five Star Quality Care, Inc. (including its subsidiaries "Five Star");

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Sonesta International Hotels Corporation (including its subsidiaries, "Sonesta"); and



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TravelCenters of America LLC (including its subsidiaries, "TA");



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Affiliates Insurance Company, an Indiana insurance company ("AIC"); and



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ABP Trust.

We also provide advisory services for RMR Real Estate Income Fund ("RIF"). We refer to the ten companies to which we provide management or advisory services as the "Client Companies". As a result of the relationships described in this section, the Client Companies may be considered to be related persons of us. RMR LLC recognized management services, advisory services and reimbursable payroll and related cost revenues from these related parties for the fiscal year ended September 30, 2015 as set forth in the following table (dollars in thousands):

Prior to the Up-C Transaction, a portion of the management services revenues paid to RMR LLC by the Managed REITs were paid in their common shares. As a result of amendments to our management

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agreements made in the Up-C Transaction, we no longer receive any portion of our management fees in Managed REIT common shares. During the fiscal year ended September 30, 2015:

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GOV issued to RMR LLC 30,276 of its common shares in payment of $692,000 of management fees.



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HPT issued to RMR LLC 84,810 of its common shares in payment of $2.6 million of management fees.



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SIR issued to RMR LLC 39,927 of its common shares in payment of $982,000 of management fees.



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SNH issued to RMR LLC 103,265 of its common shares in payment of $2.3 million of management fees.

These Managed REIT common shares were issued to RMR LLC prior to the Up-C Transaction and, as described below were transferred to ABP Trust prior to the Up-C Transaction.

Under The RMR Group LLC Operating Agreement, ABP Trust, the sole member of RMR LLC prior to the Up-C Transaction, is entitled to receive all fees paid to RMR LLC for business management, property management or advisory services provided prior to June 5, 2015 (i.e. the effective time of the Up C Transaction), including the pro rata portion of any incentive fee that RMR LLC receives pursuant to any business management agreement with a Managed REIT in respect of measurement periods ending after the Up-C Transaction which include periods before the Up-C Transaction. An incentive fee of $62.3 million is payable by HPT to RMR LLC with respect to calendar year 2015 of which approximately $26.6 million is payable to ABP Trust pursuant to this obligation under The RMR Group LLC Operating Agreement.

Our Management Agreements with the Managed REITS

RMR LLC has entered a business management agreement and a property management agreement with each Managed REIT. The following is a summary of the material terms of our business and property management agreements with the Managed REITs.

Business Management Services

Each business management agreement requires RMR LLC to use its reasonable best efforts to present the Managed REIT with a continuing and suitable real estate investment program consistent with the REIT's real estate investment policies and objectives.

Property Management Services

Under each property management agreement, RMR LLC is required to act as managing agent for each Managed REIT's properties and devote such time, attention and effort as may be appropriate to operate and manage the Managed REIT's properties in a diligent, orderly and efficient manner.

Business Management Fees and Expense Reimbursement

Each business management agreement provides for (i) an annual base management fee, payable monthly, and (ii) an annual incentive management fee.

The annual base management fee generally is calculated as the lesser of:

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the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management

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agreement, up to $250.0 million, plus (c) 0.5% of the average invested capital exceeding $250.0 million; and

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the sum of (a) 0.7% of the average market capitalization, as defined in the applicable business management agreement, up to $250.0 million, plus (b) 0.5% of the average market capitalization exceeding $250.0 million.

The base management fee is payable monthly in arrears, based on the Managed REIT's monthly financial statements and average market capitalization for the applicable month.

The annual incentive management fee payable by each Managed REIT to RMR LLC, if any, is calculated as follows:

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An amount equal to 12.0% of the product of (a) the equity market capitalization of the Managed REIT, as defined in the agreement, and (b) the amount, expressed as a percentage, by which the Managed REIT's total return per share, as defined in the agreement, exceeds the benchmark total return per share, as defined in the agreement, of a specified REIT index identified in the management agreement for the measurement period. Generally, total return per share measures the change in the Managed REIT's share price plus dividends. The benchmark return per share is also adjusted if the total return per share exceeds 12.0% per year in any measurement period.



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The measurement period for calendar year 2015 was defined as the two year period ending December 31, 2015 and thereafter a three year period ending on each December 31.



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Generally, no incentive management fee is payable by a Managed REIT unless the Managed REIT's total return per share during the measurement period is positive.



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The incentive management fee payable by a Managed REIT is also subject to a cap equal to the value of 1.5% of the Managed REIT's common shares then outstanding multiplied by the average closing price of the Managed REIT's common shares during the last 30 trading days of the relevant measurement period.



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Also, if a Managed REIT's financial statements are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC, for one or more periods in respect of which RMR LLC received an incentive management fee, the incentive management fee payable with respect to periods for which there has been a restatement shall be recalculated by and approved by a majority vote of, the Managed REIT's Independent Trustees in light of such restatement, and RMR LLC may be required to pay to the Managed REIT an amount equal to the value in excess of that which RMR LLC would have received based upon the incentive management fee as recalculated, either in cash or the Managed REIT common shares.

If the business management agreement is terminated, the base management fee and incentive management fee due in respect of any partial period prior to the date of termination will be prorated as provided in the agreement.

Under each business management agreement: the Managed REIT is responsible to pay or reimburse RMR LLC for all of the expenses relating to the Managed REIT's activities, including the costs and expenses of investigating, acquiring, owning and disposing of its real estate (third party property diligence costs, appraisal, reporting, audit and legal fees), its costs of borrowing money, its costs of securities listing, transfer, registration and compliance with reporting requirements and its costs of third party professional services, including legal and accounting fees; and RMR LLC bears its general and administrative expenses relating to its performance of its obligations under the agreement, including expenses of its personnel, rent and other office expenses. Also, the allocable cost of internal audit services is reimbursed by each Managed REIT.

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Property Management Fees and Expense Reimbursement

No property management fees are payable by a Managed REIT to RMR LLC for any hotels, senior living communities or travel centers which are leased to, or managed by, a Managed Operator or another operating business such as a hotel management company or a senior living or healthcare services provider. For other properties, each property management agreement between RMR LLC and a Managed REIT provides for (1) a management fee equal to 3.0% of the gross rents collected from tenants, and (2) a construction supervision fee equal to 5.0% of the cost of any construction, renovation or repair activities at the Managed REIT's properties, other than ordinary maintenance and repairs. Also, under each property management agreement, the Managed REIT pays certain allocable expenses of RMR LLC in the performance of its duties, including wages for onsite property management personnel and allocated costs of centralized property management services.

Term and Termination

The terms of the business and property management agreements with each Managed REIT end on December 31, 2035, and automatically extend on December 31st of each year so that the terms thereafter end on the 20th anniversary of the date of the extension. A Managed REIT has the right to terminate its management agreements with RMR LLC: (1) at any time on 60 days' written notice for convenience, (2) immediately upon written notice for cause, as defined in the agreement, (3) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined in the agreements, and (4) by written notice during the 12 months following a manager change of control, as defined in the agreements. RMR LLC has the right to terminate the management agreements for good reason, as defined in the agreements.

If a Managed REIT terminates a management agreement for convenience, or if RMR LLC terminates a management agreement with a Managed REIT for good reason, the Managed REIT is obligated to pay RMR LLC a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined in the agreement, payable to RMR LLC for the remaining term of the agreement, assuming the agreement had not been terminated. If a Managed REIT terminates a management agreement for a performance reason, as defined in the agreement, the Managed REIT is obligated to pay RMR LLC the termination fee calculated as described above, but assuming a remaining term of ten years.

The management agreements provide for certain proportional adjustments to the termination fees if a Managed REIT merges with another REIT to which RMR LLC is providing management services or if the Managed REIT spins off a subsidiary to which it contributed properties and to which RMR LLC is providing management services both at the time of the spin off and on the date of the expiration or termination of either of the management agreements.

A Managed REIT is not required to pay any termination fee if it terminates its business or property management agreements for cause, or as a result of a manager change of control, in each case as defined in such agreements.

Other Provisions

Under both the business and property management agreements, each Managed REIT has agreed to indemnify RMR LLC, its members, officers, employees and affiliates against liabilities arising from the provision of services by RMR LLC, except to the extent such provision was in bad faith or fraudulent, was willful misconduct or was grossly negligent. In addition, each management agreement provides that any disputes, as defined in those agreements, arising out of or relating to the agreement or the provision of services pursuant thereto, upon the demand of a party to the dispute, will be subject to mandatory arbitration in accordance with procedures provided in the agreement.

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Our Management Agreements with the Managed Operators

RMR LLC provides services and earns fees pursuant to a business management agreement with each of the Managed Operators. Under these agreements, RMR LLC provides services to the Managed Operators relating to, or assists them with, among other things, their compliance with various laws and rules applicable to them, capital markets and financing activities, maintenance of their properties, selection of new business sites and evaluation of other business opportunities, accounting and financial reporting, internal audit, investor relations and general oversight of the company's daily business activities, including legal and tax matters, human resources, insurance programs and management information systems.

Each Managed Operator is obligated to pay RMR LLC a fee under its business management agreement in an amount equal to 0.6% of: (i) for Five Star, Five Star's revenues from all sources reportable under GAAP, other than revenues reportable by Five Star with respect to properties for which Five Star provides management services, plus the gross revenues of properties managed by Five Star determined in accordance with GAAP; and (ii) for Sonesta, Sonesta's revenues from all sources reportable under GAAP, other than any revenues reportable by Sonesta with respect to hotels for which Sonesta provides management services, plus the revenues of hotels managed by Sonesta (except to the extent such managed hotel revenues are included in Sonesta's gross revenues under GAAP); and (iii) for TA, the sum of TA's gross fuel margin, determined as TA's fuel sales revenues less its cost of fuel sales, plus TA's total non fuel revenues. Also, the allocable costs of internal audit services are reimbursed by Five Star and TA. In addition, the business management agreement with each Managed Operator provides that the compensation of senior executives of the Managed Operator, who are also employees or officers of RMR LLC, is the sole responsibility of the party to or on behalf of which the individual renders services. In the past, because at least 80.0% of each of these executives' business time was devoted to services to the Managed Operator, 80.0% of these executives total cash compensation was paid by the Managed Operator and the remainder was paid by RMR LLC.

The business management agreements for Five Star, Sonesta and TA each end on December 31, 2016 and automatically renew for successive one year terms thereafter, unless RMR LLC or the applicable Managed Operator gives notice of non-renewal before the expiration of the applicable term. Also, a Managed Operator may terminate its business management agreement at any time (i) for Five Star and TA, on 60 days' notice and RMR LLC may terminate such agreements at any time on 120 days' notice and (ii) for Sonesta, on 30 days' notice and RMR LLC may terminate its agreement with Sonesta on 30 days' notice. If Five Star or TA terminates or elects not to renew its agreement, other than for cause as defined in each agreement, the Managed Operator is obligated to pay RMR LLC a termination fee equal to 2.875 times the sum of the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of nonrenewal or termination.

Each Managed Operator has agreed to indemnify RMR LLC, its members, officers, employees and affiliates against liabilities arising from the provision of services by RMR LLC, except to the extent such provision was in bad faith or was grossly negligent. In addition, each agreement provides that any disputes, as defined in those agreements, arising out of or relating to the agreement or the provision of services pursuant thereto, upon the demand of a party to the dispute, shall be subject to mandatory arbitration in accordance with procedures provided in the agreement.

Our Advisory Agreement with RIF

RMR Advisors is party to an investment advisory agreement with RIF pursuant to which it provides RIF with a continuous investment program, makes day to day investment decisions and generally manages the business affairs of RIF in accordance with its investment objectives and policies. RMR Advisors is compensated pursuant to that agreement at an annual rate of 0.85% of RIF's average daily managed assets, as defined in the agreement. Average daily managed assets includes the net asset value attributable to RIF's outstanding common shares, plus the liquidation preference of RIF's outstanding preferred shares plus the principal amount of any borrowings evidenced by notes, commercial paper or other similar instruments issued by RIF. Also, the allocable costs of internal audit services are reimbursed

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by RIF. The investment advisory agreement continues from year to year or for such longer term as may be approved by RIF's board of trustees, as permitted by the Investment Company Act. So long as required by the Investment Company Act, the agreement is terminable by RIF on 60 days' notice and automatically in the event of an assignment, as defined in the Investment Company Act.

RMR Advisors LLC ("RMR Advisors") is also responsible for certain administrative functions of RIF pursuant to an administration agreement with RIF. RMR Advisors has entered into a sub-administration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all fund accounting and other administrative services for RIF. RIF paid State Street directly, and no additional administrative services fee was paid to RMR Advisors.

Our Management Agreements with AIC and ABP Trust

RMR LLC provides business management services to AIC for a fee calculated as 3.0% of the total premiums paid for insurance arranged by AIC.

RMR LLC also provides business and property management services to our controlling shareholder, ABP Trust, for which we receive, depending upon the services provided, a business management fee, payable monthly in arrears, in an amount equal to 0.6% of ABP Trust's revenues from all sources reportable under GAAP, a property management fee in an amount equal to 3.0% of rents collected from managed properties and a construction supervision fee in an amount equal to 5.0% of the cost of any construction, renovation or repair activities at the managed properties, other than ordinary maintenance and repairs.

Relationships and Other Transactions With Our Client Companies, RMR LLC, ABP Trust and our Founders

Our Founders are also the managing trustees of each Managed REIT. Barry M. Portnoy is a managing director of Five Star and TA, an interested trustee of RIF and an owner and director of Sonesta. Adam D. Portnoy is an owner and director of Sonesta and an interested trustee of RIF.

The Managed REITs and AIC have no employees and no offices separate from RMR LLC. RMR LLC provides all of the personnel and services required for the operation of the Managed REITs and AIC pursuant to their respective management agreements. All of the officers of the Managed REITs and AIC are officers or employees of RMR LLC. RIF has no employees and no office separate from RMR Advisors. All of the officers and required office space of RIF are provided by RMR Advisors and some of these officers also serve as RMR LLC officers. Some of our executive officers are also directors or trustees of our Client Companies and executive officers of the Managed Operators. Gerard M. Martin, who served as a director of RMR LLC prior to the Up-C Transaction, is a managing director of Five Star. David J. Hegarty, who served as a director of RMR LLC prior to the Up-C Transaction, is the president and chief operating officer of SNH. Several of the independent trustees and independent directors of our publicly owned Client Companies also serve as independent trustees or independent directors of other publicly owned Client Companies.

Each of ABP Trust, the Managed REITs, Five Star and TA own 14.3% of AIC. Our Founders and the trustees and directors of the Managed REITs, Five Star and TA serve on the board of directors of AIC and all of the shareholders of AIC are parties to a shareholders agreement.

On February 28, 2015, GOV and our Founders entered into share purchase agreements with Lakewood Capital Partners, LP, or Lakewood, and the other persons who were members of a group with Lakewood, or together with Lakewood, the Lakewood Parties, pursuant to which GOV and our Founders acquired 3,418,421 and 200,070 common shares of SIR, respectively, from the Lakewood Parties. GOV and our Founders paid the Lakewood Parties $95.2 million and $5.6 million, respectively, for these SIR common shares.

TA owns its headquarters building. RMR LLC provides property management services for this building pursuant to a property management agreement with TA. The property management agreement provides

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for the payment of a base management fee of $2,000 per month and reimbursement of payroll and other related costs associated with the building.

RMR LLC leases office space for use as its headquarters and other offices under 22 different leases from ABP Trust and certain Managed REITs. For the fiscal year ended September 30, 2015, RMR LLC incurred rental expense under these leases aggregating $4.1 million. Generally, the rents RMR LLC pays the Managed REITs were set at the average building rent for third party tenants in the same buildings at the time the leases were entered and the leases were approved by the independent trustees of the applicable Managed REIT. The rents RMR LLC pays to ABP Trust were set based upon a survey of comparable market rents at the time the leases were entered. These leases have various termination dates and several have renewal options. Also, some of these leases allow RMR LLC to terminate early if RMR LLC's management agreements applicable to the buildings in which RMR LLC leases space are terminated.

RMR LLC and six companies to which it provides management services (i.e., the Managed REITs, Five Star and TA) participate in a combined directors' and officers' liability insurance policy providing for $10.0 million of combined primary coverage. The combined policy expires in 2017. In connection with that policy, we also secured an additional $25.0 million of secondary combined coverage, which expires in September 2016. RMR Inc. paid aggregate premiums of $352,000 for these policies. The premium for the combined policy was allocated among the insured companies after consultation with our insurance broker and approved by each company's board and independent trustees or directors as applicable.

The Up-C Transaction

The Up-C Transaction, pursuant to which the Managed REITs acquired in aggregate 15,000,000 Class A Common Shares was completed on June 5, 2015 pursuant to transaction agreements, or the Transaction Agreements, we, RMR LLC and ABP Trust, formerly known as Reit Management & Research Trust, entered with each Managed REIT.

In anticipation of the Up-C Transaction, the Members and RMR LLC transferred certain assets and made certain adjustments to their businesses as follows: (i) our Founders contributed their 100.0% ownership of RMR Advisors and RMR Intl to ABP Trust, and ABP Trust contributed these ownership interests to RMR LLC; (ii) all of the shares of the Managed REITs, RIF and AIC owned by RMR LLC were distributed by RMR LLC to ABP Trust; (iii) cash and cash equivalents in RMR LLC totaling $171.0 million, including cash that had been paid or contributed to RMR LLC by ABP Trust in 2014, were distributed by RMR LLC to ABP Trust; (iv) RMR LLC entered into a new business management agreement and an amended property management agreement with ABP Trust and an amended business management agreement with Sonesta; (v) in connection with these new and amended management agreements, certain employees of RMR LLC and personal property (including property used by the transferred employees) which RMR LLC determined would not be required for its continuing business were transferred to ABP Trust and sold to Sonesta for proceeds of $1,335; and (vi) all intercompany loans and advances between ABP Trust and RMR LLC were settled in cash in advance of the Up-C Transaction.

In the Up-C Transaction: (i) ABP Trust contributed $11.5 million in cash to us which we subsequently contributed to RMR LLC; (ii) GOV contributed 700,000 of its common shares and $3.9 million in cash to us; HPT contributed 1,490,000 of its common shares and $12.6 million in cash to us; SIR contributed 880,000 of its common shares and $15.9 million in cash to us; and SNH contributed 2,345,000 of its common shares and $14.0 million in cash to us; (iii) we issued 1,000,000 Class B-1 Common Shares and 15,000,000 Class B-2 Common Shares to ABP Trust; (iv) we issued 1,541,201 Class A Common Shares to GOV, 5,019,121 Class A Common Shares to HPT, 3,166,891 Class A Common Shares to SIR and 5,272,787 Class A Common Shares to SNH; (v) ABP Trust delivered 15,000,000 of the 30,000,000 class A membership units which ABP Trust then owned to us; and (vi) we delivered to ABP Trust the shares and cash which had been contributed to us by the Managed REITs.

Our Class A Common Shares and Class B-1 Common Shares share ratably as a single class in dividends and other distributions when and if declared by our Board and have the same rights on our liquidation.

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Class A Common Shares have one vote per share. Our Class B-1 Common Shares have ten votes per share. Our Class B-2 Common Shares have no economic interest in us but have ten votes per share and are paired with the class A membership units held by ABP Trust. The Class B-1 Common Shares, Class B-2 Common Shares and class A membership units owned by ABP Trust are subject to certain restrictions on transfer set forth in our governing documents. However, (i) our Class B-1 Common Shares are convertible at the option of the holder at any time 1:1 into our Class A Common Shares and (ii) the class A membership units owned by ABP Trust may be redeemed by ABP Trust at any time for Class A Common Shares on a 1:1 basis, or RMR Inc. may elect to pay cash instead of issuing Class A Common Shares. Under our governing documents, upon the redemption of a class A membership unit, the Class B-2 Common Share "paired" with such unit is cancelled for no additional consideration. Class A and class B membership units share ratably in distributions when and if declared by the managing member of RMR LLC and have the same rights on a liquidation of RMR LLC, and the class B membership units represent the managing interests of RMR LLC.

As part of the Up-C Transaction and concurrently with entering into the Transaction Agreements, on June 5, 2015 the additional agreements described below were entered into. This summary of these agreements does not purport to be complete and is subject to, and qualified in its entirety by, reference to each actual agreement, a copy of which is filed as an exhibit to our Annual Report.

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Amendment and Restatement of Managed REIT Management Agreements. RMR LLC and each of the Managed REITs entered into an amended and restated business management agreement and an amended and restated property management agreement, which amended and restated their preexisting business and property management agreements and extended them for 20 year terms. For more information regarding the amended and restated business management agreements and amended and restated property management agreements with the Managed REITs, see above on page 34 "—Our Management Agreements with the Managed REITs."



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Registration Rights for Holders of Class A Common Shares. The Class B-1 and B-2 Common Shares and some of the Class A Common Shares issued in the Up-C Transaction are unregistered. In the Up-C Transaction, we agreed to file a registration statement to facilitate the Distribution. We also entered into a Registration Rights Agreement with each of the Managed REITs covering the Class A Common Shares they own, pursuant to which the Managed REITs received demand and piggyback registration rights, subject to certain limitations. We also entered into a Registration Rights Agreement with ABP Trust pursuant to which ABP Trust received demand and piggyback registration rights, subject to certain limitations, covering the Class A Common Shares held by ABP Trust, including Class A Common Shares received upon exchange of class A membership units or upon conversion of Class B-1 Common Shares.



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Founders Registration Rights and Lock-Up Agreements. Our Founders and ABP Trust entered into a registration rights and lock-up agreement with each Managed REIT with respect to each Managed REITs' common shares pursuant to which our Founders and ABP Trust each agreed not to transfer the Managed REITs' common shares acquired by ABP Trust in the Up-C Transaction for a period of ten years, subject to certain exceptions, and ABP Trust and our Founders received demand and piggyback registration rights from the Managed REITs, subject to certain limitations.



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Tax Receivable Agreement. RMR Inc. entered into the Tax Receivable Agreement with ABP Trust, the material terms of which are summarized below.



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The Tax Receivable Agreement provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that it realizes as a result of (a) the increases in tax basis attributable to its dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by it as a result of this Tax Receivable Agreement. We expect to benefit from the remaining 15.0% of cash savings, if any, in income tax that we realize. For purposes of the Tax Receivable Agreement, cash savings in income tax will be computed by comparing our income tax liability to the amount of such taxes that we would have been required to pay had there been no increase to

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the tax basis of the tangible and intangible assets of RMR LLC as a result of our purchase of RMR LLC class A membership units and the future redemptions, if any, and had we not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement commenced on June 5, 2015 and will continue until all such tax benefits have been utilized or expired, unless the Tax Receivable Agreement is terminated upon a change of control or upon certain breaches of the agreement that we fail to cure in accordance with the terms of the agreement.

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ABP Trust will not reimburse RMR Inc. for any payments made under the Tax Receivable Agreement. As a result, in certain circumstances, we may make payments to ABP Trust under the Tax Receivable Agreement in excess of our cash tax savings. While the amount and timing of any payments under this agreement will vary depending upon a number of factors, including the timing of redemptions, the price of our Class A Common Shares at the time of the redemption, the extent to which such redemptions are taxable and the amount and timing of our income, we expect that, as a result of the size of the increases of the tangible and intangible assets of RMR LLC attributable to our interests in RMR LLC, during the expected term of the Tax Receivable Agreement, the payments that we may make to ABP Trust could be substantial. Payments made under the Tax Receivable Agreement are required to be made within 80 days of the filing of our tax returns. Because we generally expect to receive the tax savings prior to making the cash payments to the redeeming holders of class A membership units, we do not expect the cash payments to have a material impact on our liquidity.



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The Tax Receivable Agreement provides that, upon certain changes of control and certain breaches of the agreement that we fail to cure in accordance with the terms of the agreement, our obligations with respect to exchangeable class A membership units will be accelerated. In those circumstances, our obligations under the Tax Receivable Agreement would be based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits described in the Tax Receivable Agreement, and that any class A membership units that have not been redeemed will be deemed redeemed for the market value of our Class A Common Shares at the time of the change of control or breach, as applicable. It is possible, in these circumstances, that the cash tax savings realized by us may be significantly less than the corresponding Tax Receivable Agreement payments.



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The RMR LLC Operating Agreement. RMR LLC entered into the LLC Operating Agreement with us and ABP Trust. The provisions governing the operations of RMR LLC and the rights and obligations of its members are set forth in the LLC Operating Agreement, certain material terms of which are summarized below. Currently we and ABP Trust are the only members of RMR LLC.



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Governance. Through our status as the managing member of RMR LLC, we exercise control over RMR LLC and are responsible for all operational and administrative decisions of RMR LLC and the day to day management of RMR LLC's business.



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Distributions by RMR LLC to its members. We determine when distributions will be made to the members of RMR LLC and the amount of any such distributions, except that RMR LLC is required by the LLC Operating Agreement to make certain pro rata distributions to each member of RMR LLC quarterly on the basis of the assumed tax liabilities of the members and in connection with a dissolution of RMR LLC. Net profits and net losses of RMR LLC will generally be allocated to its members pro rata in accordance with the percentage interest of the units they hold. We are not permitted to cause RMR LLC to make distributions that would render it insolvent. All distributions from RMR LLC will be made to the members of RMR LLC pro rata in accordance with the percentage economic interest of the units they hold.

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Coordination of RMR Inc. and RMR LLC. RMR LLC is permitted to issue additional units from time to time provided that they are substantially equivalent to additional equity securities issued from time to time by us. At any time we issue any equity securities, we have agreed to contribute to RMR LLC the net proceeds, if any, we received in the connection with the issuance. In exchange for the contribution, RMR LLC has agreed to issue to us an equivalent number of units of RMR LLC with substantially the same rights and restrictions. Conversely, if we redeem or repurchase any of our equity securities, RMR LLC will, immediately prior to our redemption or repurchase, redeem or repurchase, upon the same terms and for the same price, an equal number of equity securities of RMR LLC held by us with substantially the same rights and restrictions as the equity securities being redeemed or repurchased. The class A membership units of RMR LLC not held by us and our Class B 2 Common Shares constitute "paired interests." If RMR LLC issues additional class A membership units to someone other than us, we have agreed to issue to that member an equivalent number of our Class B 2 Common Shares.



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Redemption rights of holders of class A membership units. Holders of class A membership units, other than us, may cause RMR LLC to redeem their class A membership units for Class A Common Shares on a one for one basis, or we may elect to pay cash. For each class A membership unit redeemed, we will automatically redeem the corresponding Class B-2 Common Share comprising the "paired interest" for no additional consideration.



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Transfers of membership units of RMR LLC. Membership units of RMR LLC are subject to certain specified restrictions on transfer.



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Indemnification and exculpation. RMR LLC has agreed to indemnify the current and former members of RMR LLC, executive officers and directors of us or RMR LLC, and current and former executive officers and directors of us or RMR LLC serving at our request or the request of RMR LLC as an executive officer or director of another entity, except in certain matters in which it is established that the individual in question received an improper benefit or undertook active and deliberate dishonesty. We, our affiliates and executive officers, the tax matters partner of RMR LLC and the executive officers of RMR LLC will not be liable to RMR LLC or to any non managing member of RMR LLC for any act or omission performed or omitted by or on behalf of the individual or entity in question in such capacity, with an exception for certain matters in which it is established that the person received an improper benefit or undertook active and deliberate dishonesty.



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Dissolution. RMR LLC may be dissolved only upon the occurrence of certain events specified in the LLC Operating Agreement, including the approval of the managing member of RMR LLC and the unanimous approval of the members of RMR LLC that then hold any units with voting rights.



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Allocation of management and advisory fees. Under the LLC Operating Agreement, RMR LLC has agreed to pay ABP Trust, the sole member of RMR LLC prior to the Up-C Transaction, all fees paid to RMR LLC for business management, property management or advisory services provided prior to the effective time of the Up C Transaction, including the pro rata portion of any incentive management fee that RMR LLC receives pursuant to any business management agreement with a Managed REIT in respect of calendar year 2015. ABP Trust has agreed to pay or reimburse RMR LLC for all liabilities, costs and expenses of RMR LLC in respect of such services.

Pursuant to the Transaction Agreements, on December 14, 2015, the Managed REITs completed the distribution of approximately half of the Class A Common Shares they acquired in the Up-C Transaction to their respective shareholders as a special distribution (the "Distribution").

After the Up-C Transaction and the Distribution, and continuing through the date hereof, ABP Trust and our Founders own in aggregate 1,000,000 of our Class B-1 Common Shares, 15,000,000 of our

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Class B-2 Common Shares which are paired with the 15,000,000 class A membership units owned by ABP Trust and 1,090,056 of our Class A Common Shares. As a result of this ownership, ABP Trust owns a combined 51.6% economic interest in RMR LLC and controls 91.5% of the voting power of the outstanding shares of RMR Inc.

Dividends by RMR Inc. and Distributions by RMR LLC

On November 13, 2015, RMR Inc. declared a dividend of $0.5260 per Class A Common Share and per Class B-1 Common Share payable on December 15, 2015 to holders of record of such shares as of the close of business on the last business day immediately before December 14, 2015, representing a pro rata dividend at a rate of $1.00 per share per year for the period from and including June 5, 2015, the date of the Up-C Transaction, up to but not including December 14, 2015, the date the Distribution was completed. To fund this dividend, on December 15, 2015, RMR LLC paid a pro rata distribution to holders of its class A membership units and class B membership units in the amount of $0.5260 per unit. ABP Trust, which holds 15,000,000 class A membership units of RMR LLC and 1,000,000 Class B-1 Common Shares received $7,890,000 in this distribution by RMR LLC and $526,000 in this dividend by RMR Inc. As holders of Class A Common Shares, GOV, HPT, SIR and SNH received $810,671.73, $2,640,057.65, $1,665,784.67 and $2,773,485.96, respectively, in this dividend by RMR Inc.

For more information about related person transactions, please see the proxy statements and periodic reports filed with the SEC by the public companies who are our clients, i.e., GOV, HPT, SIR, SNH, Five Star, TA and RIF. These SEC filed proxy statements and periodic reports are available at www.sec.gov. Those documents are not incorporated by reference into this Proxy Statement. Also, please see Note 6, Related Party Transactions included in the audited consolidated financial statements included in our Annual Report for additional information regarding related party transactions for the fiscal year ended September 30, 2015.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Executive officers, Directors and certain persons who own more than 10% of the outstanding Class A, B-1 or B-2 Common Shares are required by Section 16(a) of the Exchange Act and related regulations:

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to file reports of their ownership of Class A, B-1 or B-2 Common Shares with the SEC and the NASDAQ; and

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to furnish the Company with copies of the reports.

The Company was not subject to Section 16(a) beneficial ownership reporting requirements in the fiscal year ended September 30, 2015.

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

The following table sets forth information regarding beneficial ownership of Class A Common Shares, Class B-1 Common Shares and Class B-2 Common Shares by each Director, each of our named executive officers, and our Directors, Director nominees and named executive officers as a group, all as of January 21, 2016. Unless otherwise noted, voting power and investment power in Common Shares are exercisable solely by the named person.

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Set forth in the table below is information about the number of shares held by persons the Company knows to be the beneficial owners of more than 5% of the Class A Common Shares outstanding as of January 21, 2016.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Adam D. Portnoy, our Managing Director, President and Chief Executive Officer, and Mr. Barry M. Portnoy, our Managing Director, currently serve and have served in the fiscal year ended September 30, 2015 as members of our compensation committee. For more information regarding the relationships of Mr. Adam D. Portnoy and Mr. Barry M. Portnoy with us and our Client Companies please see "Certain Relationships and Related Person Transactions."

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EXECUTIVE COMPENSATION

The following tables and footnotes summarize total compensation for the fiscal year ended September 30, 2015 of our principal executive officer and our two other most highly compensated executive officers who were serving as executive officers as of September 30, 2015, or our named executive officers. The compensation set forth below includes compensation paid by us and compensation paid by our Client Companies to our named executive officers in their capacity as our executive officers.