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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
December 19, 2024
Date of Report
(Date of earliest event reported)
The RMR Group Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-37616 | 8742 | 47-4122583 |
| (Commission File Number) | (Primary Standard Industrial | (IRS Employer |
| Classification Code Number) | Identification Number) |
Two Newton Place, 255 Washington Street,
Suite 300, Newton, MA, 02458-1634
(Address of principal executive offices, including zip code)
(617) 796-8230
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol | Name
Of Each Exchange On Which Registered |
||
| Class A common stock, $0.001 par value per share | RMR | The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 19, 2024, our Board of Directors adopted Articles of Amendment to increase the number of authorized shares of our Class A common stock by 550,000 to ensure that there are sufficient shares available for issuance under our Amended and Restated 2016 Omnibus Equity Plan and any amendments thereto. The Articles of Amendment were filed with the State Department of Assessments and Taxation of Maryland on December 19, 2024 and effective that same day.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number |
Description | |
| 3.1 | Articles of Amendment, filed December 19, 2024. (Filed herewith.) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE RMR GROUP INC. | ||
| Date: December 19, 2024 | By: | /s/ Matthew P. Jordan |
| Matthew P. Jordan | ||
|
Executive Vice President, Chief Financial Officer and Treasurer |
||
Exhibit 3.1
THE RMR GROUP INC.
ARTICLES OF AMENDMENT
The RMR Group Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Section 5.02(a) of Article V of the charter of the Corporation (the “Charter”) is hereby deleted in its entirety and replaced with the following:
“Section 5.02 Authorized Stock.
(a) The total number of shares of all classes of stock that the Corporation shall have authority to issue is 48,500,000 consisting of (i) 32,500,000 shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), (ii) 1,000,000 shares of Class B-1 Common Stock, par value $0.001 per share (the “Class B-1 Common Stock”), and (iii) 15,000,000 shares of Class B-2 Common Stock, par value $0.001 per share (the “Class B-2 Common Stock,” and collectively with the Class A Common Stock and the Class B-1 Common Stock, the “Common Stock”).”
SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 47,950,000 shares of stock, consisting of 31,950,000 shares of Class A Common Stock, $0.001 par value per share, 1,000,000 shares of Class B-1 Common Stock, $0.001 par value per share, and 15,000,000 shares of Class B-2 Common Stock, $0.001 par value per share. The aggregate par value of all authorized shares of capital stock having par value was $47,950.
THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 48,500,000 shares, consisting of 32,500,000 shares of Class A common stock, $0.001 par value per share, 1,000,000 shares of Class B-1 Common Stock, $0.001 par value per share, and 15,000,000 shares of Class B-2 Common Stock, $0.001 par value per share. The aggregate par value of all authorized shares of capital stock having par value is $48,500.
FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.
FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.
SIXTH: The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters of facts required to be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Managing Director, President and Chief Executive Officer and attested to by its Secretary on this 19th day of December, 2024.
| ATTEST: | THE RMR GROUP INC. | ||
| /s/ Jennifer B. Clark | By: | /s/ Adam D. Portnoy | |
| Name: Jennifer B. Clark | Name: Adam D. Portnoy | ||
| Title: Secretary | Title: Managing Director, President and Chief Executive Officer | ||