RMR GROUP INC

On May 2, 2025, the Board, accepting the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), adopted the RMR Residential Promote Program (the “Promote Program”). The purpose of the Promote Program is to enable RMR LLC and its subsidiaries to attract, retain and incentivize senior level employees, advisors and other service providers of RMR LLC and its subsidiaries and to enable such individuals to acquire an interest in a share of the income and distributions related to certain investments by RMR Residential and to otherwise participate in the long-term growth and financial success of RMR Residential. Fifty percent of the pool of distributions from each selected investment will be allocated to a subsidiary of RMR LLC, and fifty percent of the pool will be available for participants in the Promote Program. Each participant in the Promote Program will be allocated a percentage of the aggregate interests available to participants for the applicable RMR Residential investment and will become a member of RMR Employee Carry Holdco LLC, a Delaware limited liability company managed by RMR LLC (“RMR Employee Carry”), which will hold indirect interests in certain investments made by RMR Residential.

Each participant in the Promote Program will execute an individual participation agreement (a “Participation Agreement”) that sets forth the terms and conditions of the Promote Program, including without limitation, such participant’s obligation to make a capital contribution to RMR Employee Carry in respect of the applicable RMR Residential investment and a four year service-based vesting schedule. The Participation Agreement will provide the percentage of the distributions from RMR Employee Carry that a participant will be entitled to receive, subject to adjustment as set forth in the RMR Employee Carry Amended and Restated Limited Liability Company Agreement, dated as of May 2, 2025, (the “RMR Employee Carry LLC Agreement”). The Participation Agreement also contains certain restrictive covenants, including among others, non-solicitation and non-disparagement, and provides that interests are subject to forfeiture in certain circumstances, including without limitation, breach of covenants or termination of employment for cause. Pursuant to the RMR Employee Carry LLC Agreement, if a participant is no longer employed by or affiliated with RMR LLC or its subsidiaries or affiliates, then the non-vested portion of such participant’s interests under the Promote Program will be forfeited and the vested portion will be converted to a non-voting economic interest.

The Promote Program will be administered by RMR LLC which will have authority to determine the participants and the respective amounts of such participants’ interests under the Promote Program, other than with respect to any of the Company’s named executive officers whose respective allocations under the Promote Program will be determined by the Compensation Committee.

On May 2, 2025, pursuant to the Promote Program, the Compensation Committee set (i) an allocation of up to 6.5% of the aggregate participants’ interests in each RMR Residential investment for each of Adam Portnoy, the Company’s President and Chief Executive Officer and Matthew P. Jordan, the Company’s Executive Vice President, Chief Financial Officer and Treasurer and (ii) an allocation of up to 2.0% of the aggregate participants’ interests in each RMR Residential investment for Christopher J. Bilotto, an Executive Vice President of the Company, and for each other named executive officer of the Company who participates in the Promote Program, in each case subject to the terms and conditions of the respective Participation Agreements.

The foregoing summary of the Promote Program is qualified in its entirety by reference to the form of Participation Agreement and the Excerpt of Certain Provisions from the RMR Employee Carry LLC Agreement, a copy of each of which is filed as Exhibit 10.4 and Exhibit 10.5, respectively, attached hereto.