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Shareholders’ Equity
 12 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Shareholders’ Equity Shareholders’ Equity
Common Shares
Class A Common Shares—Class A Common Shares entitle holders to one vote for each share held of record on all matters submitted to a vote of shareholders.
Class B-1 Common Shares—ABP Trust owns 1,000,000 Class B-1 Common Shares that entitle the holder to ten votes for each share on all matters submitted to a vote of shareholders. Each Class B-1 Common Share may, at the option of its holder, be converted into a Class A Common Share, on a one for one basis.
Class B-2 Common Shares—ABP Trust owns 15,000,000 Class B-2 Common Shares, which are paired with the 15,000,000 RMR LLC Class A Units and have no independent economic interest in RMR Inc. The Class A Units may, at the option of the holder, be redeemed for Class A Common Shares on a one to one basis and, upon such redemption, our Class B-2 Common Shares that are paired with the Class A Units are automatically canceled. RMR Inc. has the option to settle the redemption in cash. Each Class B-2 Common Share entitles the holder to ten votes per share, and, accordingly, the issuance of additional Class B-2 Common Shares would have a significant dilutive effect on the voting power of the then current holders of our Class A Common Shares.
Except as otherwise required in the charter or by applicable law, all holders of Class A Common Shares, Class B-1 Common Shares, and Class B-2 Common Shares shall vote together as a single class on all matters on which shareholders are generally entitled to vote. The holders of a class of common shares shall each be entitled to vote separately as a single class with respect to (and only with respect to) amendments to the charter that alter or change the powers or rights of the shares of such class of common shares so as to affect them materially and adversely; provided, however, if such amendments affect all holders of common shares materially and adversely in the same manner, the separate voting requirement shall not be applicable and all holders of common shares shall vote together as a single class.
Issuances and Repurchases
We award our Class A Common Shares to our officers and employees under the Amended and Restated 2016 Omnibus Equity Plan, or the 2016 Plan. In addition, each of our Directors receives Class A Common Shares under the 2016 Plan as part of his or her annual compensation for serving as a Director. During the fiscal years ended September 30, 2024, 2023 and 2022, we awarded to our Managing Directors, in their capacities as our officers and employees, and to certain of our other officers and employees, an aggregate of 181,727, 121,200 and 125,700, respectively, of our Class A Common Shares. We also awarded to each of our Managing Directors and Independent Directors, 4,219 of our Class A Common Shares during the fiscal year ended September 30, 2024 and 3,000 of our Class A Common Shares during each of the fiscal years ended September 30, 2023 and 2022, as part of his or her annual compensation for serving as a Director.
The Class A Common Shares awarded to our Independent Directors and Managing Directors, in their capacities as Directors, vest immediately and are included in general and administrative expense in our consolidated statements of income. The Class A Common Shares awarded to our Managing Directors, in their capacities as our officers and employees, and to our other officers and employees vest in five equal, consecutive, annual installments beginning on the date of the award and are included in equity based compensation expense in our consolidated statements of income. During the fiscal years ended September 30, 2024, 2023 and 2022, we recorded general and administrative expenses of $600, $464 and $547, respectively, and equity based compensation expenses of $2,705, $2,662 and $3,064, respectively, related to awards we made under the 2016 Plan.
In connection with the vesting and issuance of awards of our Class A Common Shares to our Directors, officers and employees, we provide for the ability to repurchase our Class A Common Shares to satisfy tax withholding and payment obligations for those eligible to do so. The repurchase price is based on the closing price of our Class A Common Shares on The Nasdaq Stock Market LLC, or Nasdaq. The aggregate value of Class A Common Shares repurchased during the fiscal years ended September 30, 2024, 2023 and 2022, was $1,136, $734 and $547, respectively, which is recorded as a decrease to additional paid in capital included in shareholders’ equity in our consolidated balance sheets.
In connection with the issuances and repurchases of our Class A Common Shares, and as required by the RMR LLC operating agreement, RMR LLC concurrently issues or acquires an identical number of Class A Units from RMR Inc.
A summary of shares awarded and vested, including shares withheld, repurchased or forfeited, under the terms of the 2016 Plan for the fiscal years ended September 30, 2024, 2023 and 2022 is as follows:
202420232022
WeightedWeightedWeighted
NumberAverageNumberAverageNumberAverage
ofAward DateofAward DateofAward Date
SharesFair ValueSharesFair ValueSharesFair Value
Unvested shares, beginning of year204,620 $26.90 202,740 $30.14 160,310 $37.36 
Shares awarded181,727 $24.38 139,200 $24.92 143,700 $26.82 
Vested shares withheld and repurchased
(45,489)$24.98 (29,628)$24.76 (20,911)$26.15 
Shares vested
(105,292)$24.66 (104,012)$24.82 (78,449)$26.85 
Shares forfeited(2,220)$24.41 (3,680)$25.40 (1,910)$28.96 
Unvested shares, end of year233,346 $25.31 204,620 $26.90 202,740 $30.14 
The 233,346 unvested shares as of September 30, 2024 are scheduled to vest as follows: 80,932 shares in 2025, 69,291 shares in 2026, 51,892 shares in 2027 and 31,231 shares in 2028. As of September 30, 2024, the estimated future compensation expense for the unvested shares was $5,905 based on the award date fair value of these shares. The weighted average period over which this compensation expense will be recorded is approximately 26 months.
As of September 30, 2024, 103,975 of our Class A Common Shares remained available for award under the 2016 Plan.
Distributions
During the fiscal years ended September 30, 2024, 2023 and 2022, we declared and paid dividends on our Class A Common Shares and Class B-1 Common Shares as follows:
DeclarationRecordPaidDistributionsTotal
DateDateDatePer Common ShareDistributions
Fiscal Year Ended September 30, 2024
10/12/202310/23/202311/16/2023$0.40 $6,684 
1/11/20241/22/20242/15/20240.40 6,684 
4/11/20244/22/20245/16/20240.45 7,529 
7/11/20247/22/20248/15/20240.45 7,526 
$1.70 $28,423 
Fiscal Year Ended September 30, 2023
10/13/202210/24/202211/17/2022$0.40 $6,642 
1/12/20231/23/20232/16/20230.40 6,641 
4/13/20234/24/20235/18/20230.40 6,648 
7/13/20237/24/20238/17/20230.40 6,645 
$1.60 $26,576 
Fiscal Year Ended September 30, 2022
10/14/202110/25/202111/18/2021$0.38 $6,264 
1/13/20221/24/20222/17/20220.38 6,265 
4/14/20224/25/20225/19/20220.40 6,601 
7/14/20227/25/20228/18/20220.40 6,600 
$1.56 $25,730 
These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:
Distributions PerTotalRMR LLCRMR LLC
DeclarationRecordPaidRMR LLCRMR LLCDistributionsDistributions
DateDateDateMembership UnitDistributionsto RMR Inc.to ABP Trust
Fiscal Year Ended September 30, 2024
10/12/202310/23/202311/16/2023$0.32 $10,148 $5,348 $4,800 
1/11/20241/22/20242/15/20240.32 10,147 5,347 4,800 
4/11/20244/22/20245/16/20240.32 10,154 5,354 4,800 
7/11/20247/22/20248/15/20240.32 10,152 5,352 4,800 
$1.28 $40,601 $21,401 $19,200 
Fiscal Year Ended September 30, 2023
10/13/202210/24/202211/17/2022$0.32 $10,114 $5,314 $4,800 
1/12/20231/23/20232/16/20230.32 10,113 5,313 4,800 
4/13/20234/24/20235/18/20230.32 10,118 5,318 4,800 
7/13/20237/24/20238/17/20230.32 10,116 5,316 4,800 
$1.28 $40,461 $21,261 $19,200 
Fiscal Year Ended September 30, 2022
10/14/202110/25/202111/18/2021$0.30 $9,446 $4,946 $4,500 
1/13/20221/24/20222/17/20220.30 9,446 4,946 4,500 
4/14/20224/25/20225/19/20220.32 10,080 5,280 4,800 
7/14/20227/25/20228/18/20220.32 10,080 5,280 4,800 
$1.24 $39,052 $20,452 $18,600 
The remainder of the dividends noted above were funded with cash accumulated at RMR Inc.
On October 16, 2024, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of October 28, 2024, in the amount of $0.45 per Class A Common Share and Class B-1 Common Share, or $7,581. This dividend will be partially funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.32 per unit, or $10,191, of which $5,391 will be distributed to us based on our aggregate ownership of 16,846,025 membership units of RMR LLC and $4,800 will be distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. The remainder of this dividend will be funded with cash accumulated at RMR Inc. We expect to pay this dividend on or about November 14, 2024.