The RMR Group RMR Form 10-Q filing Q3 FY2026

PART I. Financial Information

Item 1. Financial Statements (unaudited)

Item 1. Financial Statements

See accompanying notes.

Substantially all revenues are earned from related parties. See accompanying notes.

See accompanying notes.

See accompanying notes.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Note 1. Organization

The RMR Group Inc., or RMR Inc., is a holding company and substantially all of its business is conducted by its majority owned subsidiary, The RMR Group LLC, or RMR LLC. RMR Inc. is a Maryland corporation and RMR LLC is a Maryland limited liability company. RMR Inc. serves as the sole managing member of RMR LLC and, in that capacity, operates and controls the business and affairs of RMR LLC. In these condensed consolidated financial statements, unless otherwise indicated, “we”, “us” and “our” refer to RMR Inc. and its direct and indirect subsidiaries, including RMR LLC.

As of June 30, 2026, RMR Inc. owned 16,092,402 class A membership units of RMR LLC, or Class A Units, and 1,000,000 class B membership units of RMR LLC, or Class B Units. The aggregate RMR LLC membership units RMR Inc. owns represented 53.3% of the economic interest of RMR LLC as of June 30, 2026. We refer to economic interest as the right of a holder of a Class A Unit or Class B Unit to share in distributions made by RMR LLC and, upon liquidation, dissolution or winding up of RMR LLC, to share in the assets of RMR LLC after payments to creditors. A wholly owned subsidiary of ABP Trust, a Maryland statutory trust, owns 15,000,000 redeemable Class A Units, representing 46.7% of the economic interest of RMR LLC as of June 30, 2026, which is presented as noncontrolling interest in The RMR Group LLC within the condensed consolidated financial statements. Adam Portnoy, Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee, an officer and the controlling shareholder of our controlling shareholder, ABP Trust, and owns all of ABP Trust’s voting securities.

RMR LLC provides management services to four publicly traded equity real estate investment trusts, or REITs: Diversified Healthcare Trust, or DHC, which owns senior living communities, medical office and life science properties and other healthcare related properties; Industrial Logistics Properties Trust, or ILPT, which owns and leases industrial and logistics properties; Office Properties Income Trust, or OPI, which owns and leases office properties primarily to single tenants and those with high credit quality characteristics; and Service Properties Trust, or SVC, which owns a diverse portfolio of service-focused retail net lease properties and hotels. DHC, ILPT, OPI and SVC are collectively referred to as the Managed Equity REITs.

RMR LLC’s wholly owned subsidiary, Tremont Realty Capital LLC, or Tremont, an investment adviser registered with the Securities and Exchange Commission, or SEC, provides advisory services for Seven Hills Realty Trust, or SEVN. SEVN is a publicly traded mortgage REIT that focuses on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate.

RMR LLC provides management services to Sonesta International Hotels Corporation, or Sonesta, a privately owned franchisor and operator of hotels, resorts and cruise ships in the United States, Canada, Latin America, the Caribbean and the Middle East, and the majority of the U.S. hotels that Sonesta operates are owned by SVC.

RMR LLC also provides management services to AlerisLife Inc., or AlerisLife, which operated senior living communities, many of which were owned by DHC. In September 2025, AlerisLife announced that it had entered into agreements to transition the management of its senior living communities to third party operators and in January 2026 completed the sale of all of its assets. AlerisLife will continue to wind down its business and operations. RMR LLC will continue to provide management services through the wind down period.

RMR LLC provides management services through certain of its subsidiaries to multiple private funds, joint ventures and the underlying residential real estate assets of the funds, as well as property management services to third party owners. The residential real estate we manage through these subsidiaries are presented as RMR Residential in these condensed consolidated financial statements.

In addition, RMR LLC provides management services to other private capital vehicles, including ABP Trust and other private entities that own commercial real estate, of which certain of our Managed Equity REITs may own minority equity interests. These other private clients, along with Sonesta, AlerisLife and clients of RMR Residential are collectively referred to as the Private Capital clients.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Note 2. Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, or our 2025 Annual Report. In the opinion of management, all adjustments considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Certain prior period amounts have been reclassified to conform with current period presentation. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

Preparation of these condensed consolidated financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that may affect the amounts reported in these condensed consolidated financial statements and related notes. Significant estimates in the accompanying condensed consolidated financial statements include the revenue recognized during the reporting periods, the estimation of fair values of certain assets and liabilities and purchase price allocations. The actual results could differ from these estimates.

Recent Accounting Pronouncements

Income Taxes. On December 14, 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to enhance their annual income tax disclosures by requiring i) consistent categories and greater disaggregation of information in the rate reconciliation and ii) income taxes paid disaggregated by jurisdiction. The implementation of this ASU will not have a material impact on our consolidated financial statements and we will apply the requirements of ASU 2023-09 for our fiscal year ending September 30, 2026.

Comprehensive Income. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization. These details must be presented in a tabular format in the notes to financial statements for both interim and annual reporting periods. ASU 2024-03 is required to be applied prospectively but may be applied retrospectively, and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements.

Internal Use Software. In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which requires companies to start capitalizing eligible software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU 2025-06 will have on our consolidated financial statements.

Derivatives and Hedging. In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), which clarifies the application of derivative accounting to certain contracts and updates the guidance for share based noncash consideration received from a customer in exchange for goods and services. Specifically, this ASU stipulates that entities should apply the guidance in Topic 606 to contracts with share based noncash consideration from a customer unless and until the entity’s right to receive or retain the share based noncash consideration is unconditional. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU 2025-07 will have on our consolidated financial statements.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Derivatives and Hedging. In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), which expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge, provides a model to facilitate the application of cash flow hedge accounting to forecasted interest payments on variable rate debt instruments and expands hedge accounting for forecasted purchases and sales of nonfinancial assets, among other improvements. ASU 2025-09 is effective for the annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU 2025-09 will have on our consolidated financial statements.

Note 3. Related Person Transactions

Adam Portnoy, Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee, an officer and the controlling shareholder of our controlling shareholder, ABP Trust, and owns all of ABP Trust’s voting securities. Certain of RMR Inc.’s executive officers serve as trustees or directors of certain companies to which we provide management services. Jeffrey C. Leer, an Executive Vice President of RMR LLC, became a co-chief executive officer of Sonesta effective April 1, 2026. For more information regarding these relationships, please see our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders.

The Managed Equity REITs and SEVN have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs pursuant to management agreements with them. All of the officers of the Managed Equity REITs are officers or employees of RMR LLC. All the officers, overhead and required office space of SEVN are provided or arranged by Tremont. All of SEVN’s officers are officers or employees of Tremont or RMR LLC. One of the executive officers of AlerisLife is also one of the executive officers of Sonesta and is an officer and employee of RMR LLC. Certain of our executive officers are also managing trustees of the Managed Equity REITs and SEVN.

Additional information about our related person transactions appears in Note 11, Shareholders’ Equity, and in our 2025 Annual Report.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Revenues from Related Parties

For the three months ended June 30, 2026 and 2025, we recognized revenues from related parties as set forth in the following table:

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

For the nine months ended June 30, 2026 and 2025, we recognized revenues from related parties as set forth in the following table:

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Amounts Due from Related Parties

The following table presents amounts due from related parties as of the dates indicated:

Leases

As of June 30, 2026, RMR LLC leased office space for use as our headquarters and local offices from ABP Trust and certain of our Managed Equity REITs. We incurred rental expense under related party leases aggregating $1,608 and $1,519 for the three months ended June 30, 2026 and 2025, respectively, and $4,333 and $4,251 for the nine months ended June 30, 2026 and 2025, respectively.

Tax-Related Payments

Pursuant to our tax receivable agreement with ABP Trust, RMR Inc. pays to ABP Trust 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by RMR Inc. as a result of the tax receivable agreement. As of June 30, 2026, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $18,478, including $2,552 classified as a current liability in accounts payable and accrued expenses that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2026.

Pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units based on each membership unit holder’s respective ownership percentage at the time of distribution as follows:

The amounts distributed to us were eliminated in our condensed consolidated financial statements, and the amounts distributed to ABP Trust reduced its noncontrolling interest. We use funds from these distributions to pay certain of our U.S. federal and state income tax liabilities and to pay part of our obligations under the tax receivable agreement.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Separation Arrangements

We may enter into retirement agreements with certain of our former executive officers. Pursuant to these agreements, we make various cash payments and accelerate the vesting of unvested shares of RMR Inc. previously awarded to these retiring officers. We may also enter into separation arrangements from time to time with executive and non-executive officers and employees of ours. Certain costs associated with separation arrangements, for which there remain no substantive performance obligations, are recognized in our condensed consolidated statements of comprehensive income as separation costs.

For the three months ended June 30, 2026 and 2025, we recognized separation costs for certain officers and employees of $1,720 and $1,880, respectively, including cash separation costs of $1,252 and $1,741, respectively, and equity based separation costs of $468 and $139, respectively. For the nine months ended June 30, 2026 and 2025, we recognized separation costs for certain officers and employees of $4,392 and $5,335, respectively, including cash separation costs of $3,871 and $4,919, respectively, and equity based separation costs of $521 and $416, respectively.

Purchase of SVC Common Shares

In connection with an underwritten public offering of SVC common shares of beneficial interest, $.01 par value per share, or SVC common shares, by SVC, we, through RMR LLC, purchased, in April 2026, 41,666,666 SVC common shares from the underwriters at a price equal to the public offering price of $1.20 per share, for an aggregate purchase price of approximately $50,000. As of June 30, 2026, RMR LLC beneficially owned approximately 6.4% of the outstanding SVC common shares and Adam Portnoy, including through ABP Trust, beneficially owned approximately 6.8% of the outstanding SVC common shares.

OPI Management Agreements

In connection with OPI’s emergence from chapter 11 bankruptcy protection on June 17, 2026, or the Effective Date, we entered into an amended and restated business management agreement and an amended and restated property management agreement with OPI, each with initial terms of five years. Under the amended and restated business management agreement, we are entitled to an annual fee of $14.0 million during the first two years. In connection with the emergence, we received 439,072 OPI common shares of beneficial interest, $.01 par value per share, or the OPI common shares, equal to 2.0% of outstanding OPI common shares. We may also receive an additional 8.0% of outstanding OPI common shares upon the satisfaction of certain financial and performance metrics as determined by OPI’s board of trustees. Under the amended and restated property management agreement, we are entitled to a property management fee equal to 3.0% of gross rents and a construction supervision fee equal to 5.0% of construction costs, consistent with the prior property management agreement. Each management agreement is terminable without payment of a termination fee after the first two years. Pursuant to a restructuring support agreement entered into with OPI in October 2025, we recognized expense reimbursements of $950 in transaction and acquisition related (recoveries) costs in our condensed consolidated statements of comprehensive income during the three and nine months ended June 30, 2026.

On June 5, 2015, in connection with the formation of RMR Inc., OPI (then Government Properties Income Trust, or GOV, and Select Income REIT, or SIR) contributed cash and shares with a value of $53,415. The consideration received from GOV and SIR for our Class A Common Shares represented a discount to the fair value of RMR Inc.’s Class A Common Shares in the amount of $60,162, which we recognized in other assets. The other asset was being amortized against revenue recognized related to the management agreements with OPI using the straight line method over the initial 20-year term of the management agreements until June 17, 2026, the date on which the amended and restated management agreements with OPI became effective. As a result, we wrote off the unamortized portion of other assets attributable to the prior management agreements with OPI and recognized a loss on impairment of other assets of $19,066, which is the amount in excess of the $8,778 in fair value of OPI common shares received on the Effective Date, for the three and nine months ended June 30, 2026.

Note 4. Revenue Recognition

Revenues from services we provide are recognized as earned over time as the services provided represent performance obligations that are satisfied over time. Substantially all revenues are earned from related parties.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Management Agreements

We are party to a business management and a property management agreement with each Managed Equity REIT. We also may earn annual incentive business management fees from the Managed Equity REITs under the business management agreements, with the exception of OPI. We earn management fees from the Private Capital clients pursuant to management agreements with ABP Trust regarding AlerisLife and Sonesta and from certain other Private Capital clients, as prescribed in the applicable management agreements. Tremont is primarily compensated pursuant to its management agreement with SEVN and may also earn an incentive fee under that agreement.

The following table summarizes the fees we earned pursuant to our management agreements with the Managed Equity REITs and SEVN:

Amendment to Business Management Agreement with SVC — Effective in January 2026, RMR LLC and SVC amended their business management agreement to replace the benchmark index used in the calculation of incentive business management fees. Pursuant to this amendment, for periods beginning on or after January 1, 2026, the MSCI U.S. REIT Diversified Index will be used to calculate benchmark returns per share for purposes of determining any incentive business management fee payable by SVC to RMR LLC, and for periods ending prior to January 1, 2026, the MSCI U.S. REIT/Hotel & Resort REIT Index will continue to be used.

Amendment to Management Agreements with OPI — In June 2026, we entered into an amended and restated business management agreement and an amended and restated property management agreement with OPI. For further information regarding our amended and restated management agreements with OPI and associated fees, see Note 3, Related Person Transactions.

The following table summarizes the fees we earned pursuant to our management agreements with the Private Capital clients:

Reimbursable Costs — We determined we control the services provided by third parties for certain of our clients and therefore account for the cost of these services and the related reimbursement revenue on a gross basis. These revenues include reimbursements for the cost of services our employees provide pursuant to our property management agreements, awards of common shares by our clients directly to certain of our officers and employees and certain other reimbursable expenses.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Other Revenues

We may also enter into arrangements or agreements that earn certain other revenues, such as acquisition fees and carried interest revenues.

Acquisition fee revenues are recognized in management services in our condensed consolidated statements of comprehensive income. We recognized $579 for the three and nine months ended June 30, 2026 and $664 for the three and nine months ended June 30, 2025.

We did not recognize any carried interest revenues for the three or nine months ended June 30, 2026 and 2025.

Note 5. Loans Held for Investment, Net

In July 2024, we originated two floating rate mortgage loans secured by properties in Revere, MA and Wayne, PA. In November 2025, we sold these loans to SEVN for $61,733, excluding closing costs, and used $45,070 to settle our outstanding obligations under our secured financing facility. For further information regarding the secured financing facility, see Note 6, Indebtedness. For further information regarding our investment loans as of the period ended September 30, 2025, see Note 5, Loans Held for Investment, Net, to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. There were no loans outstanding at June 30, 2026.

Note 6. Indebtedness

Mortgage Notes Payable, Net

As of June 30, 2026, three of our residential properties were encumbered by mortgage notes with an aggregate principal amount of $141,493. These mortgage loans require monthly payments of interest only until maturity. Deferred financing fees incurred in connection with these mortgage financings are amortized over the term of the respective mortgage agreement and are recognized as a component of interest expense in our condensed consolidated statements of comprehensive income. For further information regarding the interest rate caps on certain of our mortgage notes, see Note 7, Derivatives and Hedging Activities, and Note 10, Fair Value of Financial Instruments.

Senior Secured Revolving Credit Facility

We maintain a $100,000 senior secured revolving credit facility, or our revolving credit facility, governed by a credit agreement, or our credit agreement. Our revolving credit facility is secured by certain of our assets and existing management agreements and provides us with enhanced financial flexibility as we continue to invest in our private capital initiatives and position ourselves to capitalize on long term growth opportunities. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayments on borrowings under our credit agreement are due until maturity. The maturity date of our credit agreement is January 22, 2028 and, subject to the payment of an extension fee and meeting certain other requirements, we can extend the maturity date of our revolving credit facility by one year. Interest is payable on borrowings under our credit agreement at a rate of the Secured Overnight Financing Rate, or SOFR, plus a margin of 225 basis points. We are also required to pay a fee of 50 basis points per annum on the amount of unused lending commitments. Our credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios and restrict our ability to incur additional debt in excess of calculated amounts. Availability of borrowings under our credit agreement is subject to our satisfying certain financial covenants and other credit facility conditions. As of June 30, 2026 and July 31, 2026, we had $25,000 outstanding on our revolving credit facility.

Secured Financing Facility, Net

In September 2024, we, through our Tremont managed vehicle, entered into a master repurchase agreement with UBS AG, or UBS, or our UBS Master Repurchase Agreement, for a facility with an aggregate maximum capacity of $200,000, pursuant to which we could sell to UBS, and later repurchase, commercial mortgage loans. In November 2025, we settled our outstanding obligations under our secured financing facility of $45,070, excluding accrued interest. We terminated our secured financing facility and recognized a loss on extinguishment of debt of $452 during the nine months ended June 30, 2026. For further information regarding our secured financing facility as of the period ended September 30, 2025, see Note 6, Indebtedness, to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Note 7. Derivatives and Hedging Activities

For certain of our mortgage loan agreements, we have interest rate cap agreements to manage our interest rate risk exposure. The only risk currently managed by us using derivative instruments is our interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we or our related parties may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations.

Our interest rate cap agreements are designated as cash flow hedges of interest rate risk and are measured on a recurring basis at fair value. See Note 10, Fair Value of Financial Instruments for further information regarding the fair value of our interest rate caps. The following table summarizes the terms of our outstanding interest rate cap agreements as reported in prepaid and other current assets on our condensed consolidated balance sheets:

Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract for an upfront premium. For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recognized in cumulative other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedge transaction affects earnings. Gains and losses on the derivative representing the hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. The earnings recognition of excluded components is presented in interest expense. Amounts reported in cumulative other comprehensive income related to derivatives will be reclassified to interest expense as payments are made on our applicable debt. Over the next 12 months, we estimate that an additional $365 will be reclassified from other comprehensive income as a decrease to interest expense.

The following table summarizes the activity related to our cash flow hedges within cumulative other comprehensive income for the three and nine months ended June 30, 2026. There was no activity related to our cash flow hedges within other comprehensive income for the three and nine months ended June 30, 2025 as these mortgages were entered into in the fourth fiscal quarter of 2025:

Note 8. Investments

Seven Hills Realty Trust

In November 2025, SEVN commenced a transferable rights offering to raise gross proceeds of approximately $65,200 whereby shareholders of record of its common shares of beneficial interest, or SEVN common shares, received, at no charge, one transferable subscription right for every one SEVN common share held, pursuant to which such shareholders could purchase, at a specified subscription price, one SEVN common share for every two subscription rights held. We, through Tremont, participated in the rights offering by (i) exercising our pro rata subscription rights based on our existing ownership in SEVN by purchasing 854,029 shares for $7,387 and (ii) purchasing 2,015,748 additional SEVN common shares not otherwise sold in the rights offering for $17,436, subject to the terms and conditions of a backstop agreement.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

As of June 30, 2026, Tremont owned 4,577,835, or approximately 20.2%, of SEVN’s outstanding common shares. We account for our investment in SEVN as an equity method investment because we are deemed to exert significant influence, but not control, over SEVN’s most significant activities. We elected the fair value option to account for our investment in SEVN and determined fair value using the closing price of SEVN’s common shares as of the end of the period, which is a Level 1 fair value input. The aggregate market value of our investment in SEVN as of June 30, 2026 and September 30, 2025, based on quoted market prices, was $38,591 and $17,610, respectively. The unrealized gain (loss) in our condensed consolidated statements of comprehensive income related to our investment in SEVN was $2,243 and $(120) for the three months ended June 30, 2026 and 2025, respectively, and $(801) and $(1,110) for the nine months ended June 30, 2026 and 2025, respectively. We received distributions from SEVN of $1,282 and $597 for the three months ended June 30, 2026 and 2025 and $3,042 and $1,793 for the nine months ended June 30, 2026 and 2025.

Service Properties Trust

In connection with an underwritten public offering of SVC common shares of beneficial interest, $.01 par value per share, or SVC common shares, by SVC pursuant to an underwriting agreement, we, through RMR LLC, purchased, on April 2, 2026, 41,666,666 SVC common shares from the underwriters at a price equal to the public offering price of $1.20 per share, for an aggregate purchase price of approximately $50,000.

As of June 30, 2026, we owned 41,666,666, or approximately 6.4%, of SVC’s outstanding common shares. We account for our investment in SVC as an equity method investment because we are deemed to exert significant influence, but not control, over SVC’s most significant activities. We elected the fair value option to account for our investment in SVC and determined fair value using the closing price of SVC’s common shares as of the end of the period, which is a Level 1 fair value input. The aggregate market value of our investment in SVC as of June 30, 2026, based on quoted market prices, was $70,417. The unrealized gain in our condensed consolidated statements of comprehensive income related to our investment in SVC was $20,833 for the three and nine months ended June 30, 2026. We received distributions from SVC of $416 for the three and nine months ended June 30, 2026.

Office Properties Income Trust

In connection with OPI’s emergence from chapter 11 bankruptcy protection on June 17, 2026, we received 439,072 OPI common shares of beneficial interest, $.01 par value per share, equal to 2.0% of outstanding OPI common shares.

We account for our investment in OPI as an equity method investment because we are deemed to exert significant influence, but not control, over OPI’s most significant activities. We elected the fair value option to account for our investment in OPI and determined fair value using the closing price of OPI’s common shares as of the end of the period, which is a Level 1 fair value input. The aggregate market value of our investment in OPI as of June 30, 2026, based on quoted market prices, was $7,464. The unrealized loss in our condensed consolidated statements of comprehensive income related to our investment in OPI was $1,317 for the three and nine months ended June 30, 2026. We did not receive distributions from OPI for the three and nine months ended June 30, 2026.

Carroll MF VII, LLC and Carroll Multifamily Venture VII, LP

As of June 30, 2026, we owned a 14.3% investment in Carroll MF VII, LLC, or MF VII, a co-investment vehicle managed by RMR Residential. We consolidated the financial position and results of operations for MF VII for the three and nine months ended June 30, 2026 and 2025 because we are deemed to exert control over MF VII’s most significant activities. In March 2026, we funded a capital call of $851 to MF VII and certain of our employees made capital contributions to MF VII of $139. These contributions fully offset an outstanding contributions receivable to MF VII of $714.

As of June 30, 2026 and September 30, 2025, MF VII owned a $2,106 and $3,156, respectively, investment in Carroll Multifamily Venture VII, LP, or Fund VII. MF VII accounts for its investment in Fund VII as an equity method investment because it is deemed to exert significant influence, but not control, over Fund VII’s most significant activities. MF VII elected the fair value option to account for its investment in Fund VII and determines fair value using unobservable Level 3 inputs. The unrealized loss in our condensed consolidated statements of comprehensive income related to MF VII’s investment in Fund VII was $411 and $95 for the three months ended June 30, 2026 and 2025, respectively, and $1,326 and $885 for the nine months ended June 30, 2026 and 2025, respectively.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Joint Ventures

We own equity interests in two joint ventures: (i) a 225-unit residential community in Pompano Beach, FL, or the Pompano JV, and (ii) a 400-unit residential community in Sunrise, FL, or the Sunrise JV, which were acquired for an aggregate purchase price of $190,100. As general partner of both joint ventures, we made aggregate equity contributions of $11,151 with institutional investors funding the remaining equity. We are entitled to construction supervision and property management fees pursuant to management agreements with these joint ventures and are also entitled to a carried interest if we meet certain investment returns. We account for our investments in the Pompano JV and Sunrise JV as equity method investments because we are deemed to exert significant influence, but not control, over these joint ventures’ most significant activities. We elected the fair value option to account for our investments and determined their fair values using unobservable Level 3 inputs.

On April 21, 2026, we closed a joint venture acquisition of a 406-unit residential portfolio in Greenwich, CT, or the Greenwich JV, for a purchase price of approximately $350,000. As a co-general partner, we acquired a 5% interest, or an equity contribution of $6,425, with an institutional investor and a co-general partner funding the remaining equity. In conjunction with this transaction, we recognized an acquisition fee of $579 and are entitled to ongoing asset management, property management and construction supervision fees. We are also entitled to a carried interest if we meet certain investment returns. We account for our investment in the Greenwich JV as an equity method investment because we are deemed to exert significant influence, but not control, over the joint venture’s most significant activities. We elected the fair value option to account for our investment and determined its fair value using unobservable Level 3 inputs.

There was no change in the fair value of our investments in the Pompano JV, Sunrise JV or Greenwich JV for the three and nine months ended June 30, 2026 and 2025.

For further information regarding the fair value of these investments and the inputs used, see Note 10, Fair Value of Financial Instruments. For further information regarding our investments in SVC and OPI, see Note 3, Related Person Transactions.

Note 9. Income Taxes

We are the sole managing member of RMR LLC. We are a corporation subject to U.S. federal and state income tax with respect to our allocable share of any taxable income of RMR LLC and its tax consolidated subsidiaries. RMR LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, RMR LLC is generally not subject to U.S. federal and most state income taxes. Any taxable income or loss generated by RMR LLC is passed through to and included in the taxable income or loss of its members, including RMR Inc. and ABP Trust, based on each member’s respective ownership percentage. During the three and nine months ended June 30, 2026 and 2025, all of our income before taxes was derived solely from domestic operations.

For the three months ended June 30, 2026 and 2025, we recognized estimated income tax expense of $1,899 and $1,753, respectively, which includes $1,392 and $1,268, respectively, of U.S. federal income tax and $507 and $485, respectively, of state income taxes. For the nine months ended June 30, 2026 and 2025, we recognized estimated income tax expense of $7,149 and $5,607, respectively, which includes $5,259 and $4,066, respectively, of U.S. federal income tax and $1,890 and $1,541, respectively, of state income taxes.

A reconciliation of the statutory income tax rate to the effective tax rate is as follows:

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

The components of the deferred tax assets as of June 30, 2026 and 2025 are entirely comprised of the outside basis difference in our partnership interest in RMR LLC.

ASC 740, Income Taxes, provides a model for how a company should recognize, measure and present in its financial statements uncertain tax positions that have been taken or are expected to be taken with respect to all open years and in all significant jurisdictions. Pursuant to this topic, we recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50.0% likely to be realized upon settlement.

We continue to be subject to federal, state, and local income tax audit examinations for open periods, which can lead to adjustments to our provision for income taxes, the resolution of which may be highly uncertain. We have accrued an uncertain tax position reserve related to an ongoing examination with a state jurisdiction for the fiscal years ending September 30, 2019 and thereafter, as well as certain other tax positions, the impact of which is not significant to our condensed consolidated financial statements. Our policy is to include interest expense related to unrecognized tax benefits within the provision for income taxes in our condensed consolidated statements of comprehensive income. While a portion of our unrecognized tax benefits may be resolved within the next twelve months, we do not reasonably expect the resolution of these matters to result in significant changes to our overall unrecognized tax benefits within the next twelve months.

Note 10. Fair Value of Financial Instruments

We determine the estimated fair value of financial assets and liabilities using the three-tier fair value hierarchy established by GAAP, which prioritizes observable inputs in active markets when measuring fair value. The three levels of inputs that may be used to measure fair value in order of priority are as follows:

Level 1 — Inputs include quoted prices in active markets for identical assets or liabilities that we have the ability to access.

Level 2 — Inputs include quoted prices in markets that are less active or inactive or for which all significant inputs are observable, either directly or indirectly.

Level 3 — Inputs include unobservable prices and are supported by little or no market activity and are significant to the overall fair value measurement.

As of June 30, 2026 and September 30, 2025, the fair values of certain of our financial instruments, which include cash and cash equivalents, amounts due from related parties, a revolving credit facility, accounts payable and accrued expenses and reimbursable accounts payable and accrued expenses, were not materially different from their carrying values due to their short term nature or floating interest rates.

We estimate the fair value of our fixed rate mortgage note payable, loans held for investment and, until its termination in November 2025, outstanding principal balances under our secured financing facility using significant unobservable inputs (Level 3), including discounted cash flow analyses and prevailing market interest rates.

The table below provides information regarding these financial instruments not carried at fair value in our condensed consolidated balance sheets as of June 30, 2026 and September 30, 2025:

(1) The investment loans and associated secured financing facility were sold/terminated in November 2025.

(2) Includes two floating rate mortgage notes with an aggregate carrying value of $93,169 that carry interest at a rate of SOFR plus a premium. The carrying values of these floating rate mortgage notes approximate their fair values.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices.

The following tables present our financial assets and liabilities that have been measured at fair value on a recurring basis:

The fair values of our interest rate caps are based on prevailing market prices in secondary markets for similar derivative contracts as of the measurement date.

The following tables present additional information about the valuation techniques and significant unobservable inputs for financial assets and liabilities that are measured at fair value and categorized within Level 3:

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

The tables below present a summary of the changes in fair value of our investment in Fund VII and Earnout liability measured on a recurring basis:

Note 11. Shareholders’ Equity

On March 26, 2026, we awarded 6,426 of our Class A Common Shares, valued at $15.56 per share, the closing price of our Class A Common Shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, to each of our six Directors as part of his or her annual compensation for serving as a Director. For the nine months ended June 30, 2026, we recognized general and administrative expense of $600 for these awards.

Equity based compensation expense related to shares awarded to certain officers and employees was $487 and $454 for the three months ended June 30, 2026 and 2025, respectively, and $1,730 and $1,484 for the nine months ended June 30, 2026 and 2025.

The aggregate value of 1,396 and 8,710 Class A Common Shares repurchased during the three months ended June 30, 2026 and 2025 was $27 and $134, respectively. The aggregate value of 6,659 and 10,381 Class A Common Shares repurchased during the nine months ended June 30, 2026 and 2025 was $108 and $163, respectively. We recognize the repurchase of Class A Common Shares as a decrease to additional paid in capital included in shareholders’ equity in our condensed consolidated balance sheets.

Distributions

During the nine months ended June 30, 2026 and 2025, we declared and paid dividends on our Class A Common Shares and Class B-1 common stock, or Class B-1 Common Shares, as follows:

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

These dividends were funded by cash accumulated at RMR Inc. and by distributions from RMR LLC to holders of its membership units as follows:

As of June 30, 2026 and September 30, 2025, we had cash and cash equivalents of $58,203 and $62,297, respectively, of which $15,386 and $19,478, respectively, was held by RMR Inc., and $42,817 and $42,819, respectively, was held by RMR LLC and its subsidiaries.

On July 9, 2026, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of July 20, 2026, in the amount of $0.45 per Class A Common Share and Class B-1 Common Share, or $7,692. 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 $10,270, of which $5,470 will be distributed to us based on our aggregate ownership of 17,092,402 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 held by RMR Inc. We expect to pay this dividend on or about August 13, 2026.

Note 12. Per Common Share Amounts

We calculate basic earnings per share using the two-class method. Unvested Class A Common Shares awarded to our employees are deemed participating securities for purposes of calculating basic earnings per common share because they have dividend rights. Under the two-class method, we allocate earnings proportionately to vested Class A Common Shares and Class B-1 Common Shares outstanding and unvested Class A Common Shares outstanding for the period. Accordingly, earnings attributable to unvested Class A Common Shares are excluded from basic earnings per share under the two-class method. Our Class B-2 common stock of RMR Inc., or Class B-2 Common Shares, which are paired with ABP Trust’s Class A Units, have no independent economic interest in RMR Inc. and thus are not included as common shares outstanding for purposes of calculating basic earnings per common share.

Diluted earnings per share is calculated using the treasury stock method for unvested Class A Common Shares and the if-converted method for Class B-2 Common Shares. The 15,000,000 Class A Units that we do not own may be redeemed for our Class A Common Shares on a one-for-one basis, or upon such redemption, we may elect to pay cash instead of issuing Class A Common Shares. Upon redemption of a Class A Unit, the Class B-2 Common Share “paired” with such unit is canceled for no additional consideration and the related noncontrolling interest is eliminated, which may be dilutive. For the three months ended June 30, 2026 and 2025 and the nine months ended June 30, 2026, the assumed redemption is anti-dilutive to earnings per share. For the nine months ended June 30, 2025, the assumed redemption is dilutive to earnings per share.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

The calculation of basic and diluted earnings per share for the three and nine months ended June 30, 2026 and 2025, is as follows (amounts in thousands, except per share amounts):

(1) Net loss attributable to other noncontrolling interests is not adjusted when calculating diluted earnings per share.

(2) Income tax expense assumes the hypothetical conversion of the noncontrolling interest in RMR LLC, which results in an estimated tax rate of 29.8% for the nine months ended June 30, 2025.

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Note 13. Net Income Attributable to RMR Inc.

Net income attributable to RMR Inc. for the three and nine months ended June 30, 2026 and 2025, is calculated as follows:

Note 14. Segment Reporting

We manage our business on a consolidated basis and therefore have one reportable segment: real estate asset management. The chief operating decision maker, or CODM, is our President and Chief Executive Officer. The CODM assesses performance, allocates resources and makes strategic decisions based on net income attributable to the RMR Group Inc. and consolidated revenue and expense information as shown in our condensed consolidated statements of comprehensive income. The CODM is also regularly provided with information on revenue related to our management agreements with the Managed Equity REITs, SEVN and other clients, which are detailed in Note 3, Related Person Transactions. The CODM is not regularly provided with detailed expense information. The measure of segment assets is reported as total assets in our condensed consolidated balance sheets.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 2025 Annual Report.

OVERVIEW (dollars in thousands)

RMR Inc. is a holding company and substantially all of its business is conducted by RMR LLC. RMR Inc. has no employees, and the personnel and various services it requires to operate are provided by RMR LLC. RMR LLC manages a diverse portfolio of real estate and real estate related businesses.

Business Environment and Outlook

The continuation and growth of our business depends upon our ability to manage the Managed Equity REITs, SEVN and our private capital clients so as to maintain, grow and increase the value of their businesses and to successfully expand our business through the execution of new business ventures and additional investments. Our business and the businesses of our clients generally follow the business cycle of the U.S. real estate industry, but with certain property type and regional geographic variations. Typically, as the general U.S. economy expands, commercial real estate occupancies increase and new real estate development occurs; new development frequently leads to increased real estate supply and reduced occupancies; and then the cycle repeats. These general trends can be impacted by property type characteristics or regional factors; for example, demographic factors such as the aging U.S. population, the growth of e-commerce retail sales or net population migration across different geographic regions can slow, accelerate, overwhelm or otherwise impact general cyclical trends. Because of such multiple factors, we believe it is often possible to grow real estate based businesses in selected property types or geographic areas despite general national trends.

Despite some macroeconomic uncertainty, both we and our clients will continue to balance our pursuit of growth of our and our clients’ businesses by executing, on behalf of our clients, sensible capital recycling or business arrangement restructurings in an attempt to help our clients prudently manage leverage and increased operating costs. We also look to reposition their portfolios and businesses when circumstances warrant such changes or when other more desirable opportunities are identified.

We are also actively investing in our capital formation capabilities and continuously engaging with institutional investors seeking to deploy capital into North American commercial real estate.

Managed Equity REITs

The base business management fees we earn from the Managed Equity REITs, with the exception of OPI, are calculated monthly in accordance with the applicable business management agreement and are based on a percentage of the lower of (i) the average historical cost of each REIT’s properties and (ii) each REIT’s average market capitalization. The property management fees we earn from the Managed Equity REITs are principally based on a percentage of the gross rents collected at certain managed properties owned by the Managed Equity REITs, excluding rents or other revenues from hotels, senior living communities, travel centers and wellness centers, which are separately managed by Sonesta or a third party. Also, under the terms of the property management agreements, we receive construction supervision fees in connection with certain construction activities undertaken at the properties owned by the Managed Equity REITs based on a percentage of the cost of such construction.

In connection with OPI’s emergence from chapter 11 bankruptcy protection on June 17, 2026, we entered into an amended and restated business management agreement and an amended and restated property management agreement with OPI, each with initial terms of five years and terminable without payment of a termination fee after the first two years. Under the amended and restated business management agreement, we are entitled to an annual fee of $14.0 million during the first two years and we will be paid a 3.0% property management fee and a 5.0% construction supervision fee under the new property management agreement, consistent with the prior property management agreement.

For further information regarding the fees we earn, see Note 4, Revenue Recognition, and for further information regarding our amended and restated management agreements with OPI, Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The following table presents for each Managed Equity REIT, with the exception of OPI, a summary of its primary strategy and the lesser of the historical cost of its assets under management and its market capitalization as of June 30, 2026 and 2025, as applicable:

A Managed Equity REIT’s historical cost of assets under management includes the real estate it owns and its consolidated assets invested directly or indirectly in equity interests in real estate (including acquisition related costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or other similar non-cash reserves. A Managed Equity REIT’s average market capitalization includes the average value of the Managed Equity REIT’s outstanding common equity value during the period, plus the daily weighted average of each of the aggregate liquidation preference of preferred shares, if any, and the principal amount of consolidated indebtedness during the period. The table above presents for each Managed Equity REIT, with the exception of OPI, the lesser of the historical cost of its assets under management and its market capitalization as of the end of each period.

The basis on which our base business management fees is calculated for the three and nine months ended June 30, 2026 and 2025 may differ from the basis at the end of the periods presented in the table above. As of June 30, 2026, the market capitalization was lower than the historical cost of assets under management for DHC, ILPT and SVC; the historical cost of assets under management for DHC, ILPT and SVC as of June 30, 2026, were $6,777,893, $5,713,404 and $9,904,087, respectively.

The fee revenues we earned from the Managed Equity REITs for the three and nine months ended June 30, 2026 and 2025 are set forth below:

Other Clients

We provide business management services to Sonesta and AlerisLife. Sonesta manages and franchises hotels, resorts and cruise ships in the United States, Latin America, the Caribbean and the Middle East; the majority of the U.S. hotels that Sonesta operates are owned by SVC. AlerisLife operated senior living communities throughout the U.S., many of which were owned by DHC. In September 2025, AlerisLife announced that it had entered into agreements to transition the management of its senior living communities to third party operators and in January 2026 completed the sale of all of its assets. AlerisLife will continue to wind down its business and operations. RMR LLC will continue to provide management services through the wind down period. Generally, our fees earned from business management services to Sonesta and AlerisLife are based on a percentage of certain revenues.

In addition, we also provide management services to certain other Private Capital clients, including high-quality institutional investor relationships we maintain through RMR Residential, and earn fees based on a percentage of average invested capital, as defined in the applicable agreements, property management fees based on a percentage of rents collected from managed properties and construction supervision fees based on a percentage of the cost of construction activities. RMR Residential also provides us the potential to generate a carried interest on any new co-investments in the future.

Our management fee revenues from services to these clients for the three and nine months ended June 30, 2026 and 2025, are set forth in the following tables:

Advisory Business

Tremont provides advisory services to SEVN, a publicly traded mortgage REIT that focuses on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate. Tremont is primarily compensated pursuant to its management agreement with SEVN based on a percentage of equity, as defined in the applicable agreement.

Tremont earned advisory services revenue of $1,343 and $1,115 for the three months ended June 30, 2026 and 2025, respectively, and $3,869 and $3,360 for the nine months ended June 30, 2026 and 2025, respectively. Tremont also earned incentive fees from SEVN of $90 and $229 for the three months ended June 30, 2026 and 2025, respectively, and $131 and $316 for the nine months ended June 30, 2026 and 2025, respectively.

RESULTS OF OPERATIONS (dollars in thousands)

Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025

The following table presents the changes in our operating results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025:

n/m - not meaningful

Management services revenue. Management services revenue increased $1,369 due to higher property management revenues of $1,816 primarily due to contractual lease revenue increases at certain of our Managed Equity REITs and acquisition fees, as well as higher construction supervision revenues of $179 due to increases in capital spend at certain of our Private Capital clients, partially offset by a decrease in base business management revenues of $626 due to the wind down of AlerisLife’s business and deleveraging activities at certain of the Managed Equity REITs. The decrease in base business management revenues was partially offset by increases in certain of the Managed Equity REITs’ enterprise values.

Income from loan investments, net. Income from loan investments, net decreased $677 due to the sale of our two mortgage loans to SEVN in November 2025.

Rental property revenues. Rental property revenues includes base rental income and non-cash straight line rent adjustments for our rental properties. Rental property revenues increased $3,159 primarily due to our acquisition of properties in Raleigh, NC and Orlando, FL after the third fiscal quarter of 2025.

Reimbursable compensation and benefits. Reimbursable compensation and benefits includes reimbursements, at cost, that arise primarily from services our employees provide pursuant to our property management agreements at the properties of our clients. A significant portion of these compensation and benefits are charged or passed through to and paid by tenants of our clients. Reimbursable compensation and benefits decreased $1,695 primarily due to cost containment measures that included headcount reductions over the last twelve months and disposition activities during 2025.

Reimbursable equity based compensation. Reimbursable equity based compensation includes awards of common shares by our clients directly to certain of our officers and employees in connection with the provision of management services to those clients. We record an equal, offsetting amount as equity based compensation expense for the value of these awards. Reimbursable equity based compensation revenue increased $3,516 primarily as a result of increases in certain of our clients’ respective share prices and increases in total unvested shares as of the current fiscal period.

Other reimbursable expenses. For further information about these reimbursements, see Note 4, Revenue Recognition, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

Compensation and benefits. Compensation and benefits consists of employee salaries and other employment related costs, including health insurance expenses and contributions related to our employee retirement plan. Compensation and benefits expense increased $1,004 due to headcount mix and cumulative compensation adjustments, partially offset by headcount reductions over the last twelve months and disposition activity during 2025.

Equity based compensation. Equity based compensation consists of the value of vested shares awarded to certain of our employees under our and our clients’ equity compensation plans. We record an equal offsetting amount as reimbursable equity based compensation revenue for the value of awards under our clients’ equity compensation plans to certain of our employees. Equity based compensation increased $3,549 primarily as a result of increases in certain of our clients’ respective share prices and increases in total unvested shares as of the current fiscal period.

Separation costs. Separation costs consists of employment termination costs. For further information about these costs, see Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

General and administrative. General and administrative expenses consists of office related expenses, information technology related expenses, employee training, travel, professional services expenses, director compensation and other administrative expenses. General and administrative costs increased $1,037 primarily due to increases in recurring professional and legal fees.

Rental property expenses. Rental property expenses includes property operating expenses, such as real estate taxes, repairs and maintenance and utility costs incurred at our owned properties. Rental property expenses increased $977 primarily due to our acquisition of properties in Raleigh, NC and Orlando, FL after the third fiscal quarter of 2025.

Transaction and acquisition related (recoveries) costs. Transaction and acquisition related (recoveries) costs in the prior fiscal period primarily represent costs associated with our acquisition of MPC Partnership Holdings LLC, or MPC, and related integration expenses. Costs recovered in the current fiscal period relate to reimbursements of certain legal costs in connection with OPI’s bankruptcy proceedings.

Loss on impairment of other assets. Loss on impairment of other assets relates to a write off of the unamortized portion of other assets attributable to the prior management agreements with OPI. For further information about this impairment and the associated amended and restated management agreements, see Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

Depreciation and amortization. Depreciation and amortization increased $1,407 primarily due to depreciation in the current fiscal quarter of our owned properties in Raleigh, NC and Orlando, FL, which were acquired after the third fiscal quarter of 2025.

Interest income. Interest income decreased $766 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior fiscal period.

Interest expense. Interest expense increased $2,143 primarily due to mortgage notes encumbering our owned properties in Raleigh, NC and Orlando, FL which were acquired after the third fiscal quarter of 2025.

Change in fair value of Earnout liability. For further information about the Earnout liability, see Note 10, Fair Value of Financial Instruments to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Gain (loss) on investments. Gain (loss) on investments represents the unrealized and realized gains or losses on our investment in OPI, SVC and SEVN common shares, investment in Fund VII and investment in joint ventures. For further information, see Note 8, Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Income tax expense. The increase in income tax expense of $146 is primarily attributable to higher taxable income.

Nine Months Ended June 30, 2026, Compared to the Nine Months Ended June 30, 2025

The following table presents the changes in our operating results for the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025:

n/m - not meaningful

Management services revenue. Management services revenue decreased $6,604 due to a decrease in base business management revenues of $4,563 primarily due to the wind down of AlerisLife’s business and deleveraging activities at certain of the Managed Equity REITs, lower construction supervision revenues of $1,844 due to declines in capital spend at our Managed Equity REITs and lower property management revenues of $197 due to third party management transitions within RMR Residential and disposition activities during 2025.

Incentive fees. Incentive fees increased $23,399 due to fees earned from DHC and ILPT for calendar year 2025. Each of DHC’s and ILPT’s respective total return per share exceeded the applicable benchmark total return per share for the measurement period, as defined in the respective management agreements for calendar year 2025.

Income from loan investments, net. Income from loan investments, net decreased $1,458 due to the sale of our two mortgage loans to SEVN in November 2025.

Rental property revenues. Rental property revenues increased $10,352 primarily due to our acquisition of properties in Chicago, IL, Raleigh, NC and Orlando, FL after the second fiscal quarter of 2025.

Reimbursable compensation and benefits. Reimbursable compensation and benefits decreased $10,085 primarily due to cost containment measures that included headcount reductions over the last twelve months and disposition activities during 2025.

Reimbursable equity based compensation. Reimbursable equity based compensation revenue increased $6,551 primarily as a result of increases in certain of our clients’ respective share prices and increases in total unvested shares as of the current fiscal period.

Other reimbursable expenses. For further information about these reimbursements, see Note 4, Revenue Recognition, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

Compensation and benefits. Compensation and benefits expense decreased $8,471 due to cost containment measures that included headcount reductions over the last twelve months and disposition activities during 2025.

Equity based compensation. Equity based compensation increased $6,797 primarily as a result of increases in certain of our clients’ respective share prices and increases in total unvested shares as of the current fiscal period.

Separation costs. For further information about these costs, see Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

General and administrative. General and administrative costs decreased $797 primarily due to declines in third party construction supervision fees and recurring professional fees.

Rental property expenses. Rental property expenses increased $3,866 primarily due to our acquisition of properties in Chicago, IL, Raleigh, NC and Orlando, FL after the second fiscal quarter of 2025.

Transaction and acquisition related costs. Transaction and acquisition related costs in the prior fiscal period primarily represent costs associated with our acquisition of MPC and related integration expenses. Costs incurred in the current fiscal period relate to other transactions and agreements with our Managed Equity REITs or private capital vehicles.

Loss on impairment of other assets. Loss on impairment of other assets relates to a write off of the unamortized portion of other assets attributable to the prior management agreements with OPI. For further information about this impairment and the associated amended and restated management agreements, see Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

Depreciation and amortization. Depreciation and amortization increased $5,738 primarily due to depreciation in the current fiscal period of our owned properties in Chicago, IL, Raleigh, NC and Orlando, FL, which were acquired after the second fiscal quarter of 2025.

Interest income. Interest income decreased $2,648 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior fiscal period.

Interest expense. Interest expense increased $5,831 primarily due to mortgage notes encumbering our owned properties in Raleigh, NC and Orlando, FL which were acquired after the third fiscal quarter of 2025.

Change in fair value of Earnout liability. For further information about the Earnout liability, see Note 10, Fair Value of Financial Instruments to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Gain (loss) on investments. For further information, see Note 8, Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Loss on extinguishment of debt. Loss on extinguishment of debt represents the loss recognized on unamortized deferred fees related to our secured financing facility which was terminated in the current fiscal period.

Gain on sale of real estate. We recognized a $445 gain on sale of real estate resulting from the sale of a property in Woodstock, GA during the prior fiscal period.

Income tax expense. The increase in income tax expense of $1,542 is primarily attributable to higher taxable income.

LIQUIDITY AND CAPITAL RESOURCES (dollars in thousands, except per share amounts)

Our current assets have historically been comprised predominantly of cash, cash equivalents and receivables for business management, property management and advisory services fees. As of June 30, 2026 and September 30, 2025, we had cash and cash equivalents of $58,203 and $62,297, respectively, of which $15,386 and $19,478, respectively, was held by RMR Inc., with the remainder being held at RMR LLC and its subsidiaries. Cash and cash equivalents include all short term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of June 30, 2026 and September 30, 2025, $46,478 and $50,662, respectively, of our cash and cash equivalents were invested in money market accounts.

We believe that our cash and cash equivalents leave us well positioned to pursue a range of capital allocation strategies, with a focus on the growth of our private capital business, to fund our operations and cash distributions and enhance our technology infrastructure, in the next twelve months. Our experienced platform and existing relationships with institutional investors have provided us with significant opportunities to continue expanding our private capital business. We intend to diversify and further grow our private capital revenues by sponsoring and managing new real estate related investment funds that may invest in the equity of real estate or provide commercial mortgage loans secured by middle market and transitional real estate in the U.S. We anticipate that using our capital for possible formation costs and co-investment in these funds will diversify our revenues and generate management fees, incentive fees and potential carried interest.

Our liquidity is highly dependent upon our receipt of fees from the businesses we manage. Historically, we have funded our working capital needs with cash generated from our operating activities. We expect that our future working capital needs will relate largely to our operating expenses, primarily consisting of employee compensation and benefits costs, our obligation to make quarterly tax distributions to the members of RMR LLC, our plan to make quarterly distributions on our Class A Common Shares and Class B-1 Common Shares and our plan to pay quarterly distributions to the members of RMR LLC in connection with the quarterly dividends to RMR Inc. shareholders.

Our revolving credit facility is secured by substantially all of our assets and provides us with enhanced financial flexibility as we continue to invest in our private capital business and position ourselves to capitalize on long term growth opportunities. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayments on borrowings under our credit agreement are due until maturity. The maturity date of our credit agreement is January 22, 2028 and, subject to the payment of an extension fee and meeting certain other requirements, we can extend the maturity date of our revolving credit facility by one year. Interest is payable on borrowings under our credit agreement at a rate of SOFR plus a margin of 225 basis points. We are also required to pay a fee of 50 basis points per annum on the amount of unused lending commitments. Our credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios and restrict our ability to incur additional debt in excess of calculated amounts. Availability of borrowings under our credit agreement is subject to our ongoing satisfaction of minimum performance, certain financial covenants and other credit facility conditions. As of June 30, 2026 and July 31, 2026, we had $25,000 outstanding.

Cash Flows

The $22,819 increase in net cash flows provided by operating activities for the nine months ended June 30, 2026 compared to the prior period reflects the impact of incentive fees paid by DHC and ILPT in the current period, which amounted to $23,584 in the aggregate. The $13,875 decrease in net cash flows used in investing activities for the nine months ended June 30, 2026 compared to the prior period was due to proceeds from the sale of our loan investments in the current period and the acquisition of a rental property in the prior period, partially offset by our investment in SVC and SEVN shares in the current period. The $20,473 increase in net cash flows used in financing activities for the nine months ended June 30, 2026 compared to the prior period was due to repayment of our secured financing facility in connection with the sale of our loan investments noted above, partially offset by net borrowings under our revolving credit facility.

As of June 30, 2026, we had no off-balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

In connection with OPI’s emergence from chapter 11 bankruptcy protection on June 17, 2026, we entered into an amended business management agreement and an amended property management agreement with OPI, each with initial terms of five years. Under the amended business management agreement, we are entitled to an annual fee of $14.0 million during the first two years. Under the amended property management agreement, we are entitled to a property management fee equal to 3.0% of gross rents and a construction supervision fee equal to 5.0% of construction costs, consistent with the prior property management agreement. Each management agreement is terminable without payment of a termination fee after the first two years.

For further information regarding these transactions, see Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Tax Receivable Agreement

We are party to a tax receivable agreement which provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by it as a result of the tax receivable agreement. See Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and “Business—Our Organizational Structure—tax receivable agreement” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. As of June 30, 2026, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $18,478, of which we expect to pay $2,552 to ABP Trust during the fourth quarter of fiscal year 2026.

Related Person Transactions

We have relationships and historical and continuing transactions with Adam Portnoy, the Chair of our Board and one of our Managing Directors, as well as our clients and certain employees. For further information about these and other such relationships and related person transactions, please see Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2025 Annual Report, our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” in our 2025 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR LLC or its subsidiaries provide management services.

Critical Accounting Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates that impact the condensed consolidated financial statements include the revenue recognized during the reporting periods, the estimation of fair values of certain assets and liabilities and purchase price allocations..

A discussion of our critical accounting estimates is included in our 2025 Annual Report. There have been no significant changes in our critical accounting estimates since the fiscal year ended September 30, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives, including fixed rate debt, and employing derivative instruments, including interest rate caps, to limit our exposure to increasing interest rates. Other than as described below, we do not currently expect any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.

Floating Rate Debt

As of June 30, 2026, our outstanding floating rate debt consisted of the following:

(1) The annual interest rate is the rate stated in the applicable contract, as adjusted by the related interest rate cap.

The Raleigh, NC loan has two remaining one year extension options and requires interest to be paid at an annual rate of SOFR plus a premium of 2.50%. The Orlando, FL loan has two remaining one year extension options and requires interest to be paid at an annual rate of SOFR plus a premium of 2.55%. We are vulnerable to changes in the U.S. dollar based on short term interest rates, specifically SOFR. In conjunction with these borrowings, to hedge our exposure to risk related to changes in SOFR and as required under the applicable loan agreements, we obtained interest rate caps with current SOFR strike rates equal to 3.00% for the Raleigh, NC loan and Orlando, FL loan.

In addition, upon renewal or refinancing of these obligations, we are vulnerable to increases in interest rate premiums, including increases in the cost of replacement interest rate caps, due to market conditions and our perceived credit risk. Generally, a change in interest rates would not affect the value of our floating rate debt but would affect our operating results. The following table presents the approximate impact a one percentage point increase in interest rates would have on the annual interest expense of our floating rate mortgage notes as of June 30, 2026:

(1) Based on the diluted weighted average common shares outstanding and income tax rate for the three months ended June 30, 2026 and includes the impact of noncontrolling interests.

(2) A one percentage point increase in interest rates would not have an impact on annual interest expense for our floating rate mortgage loans because current interest rates exceed the strike rates of our interest rate caps. However, a one percentage point increase in the weighted average interest rate of our floating rate debt at June 30, 2026 would result in a weighted average interest rate of 6.53%, total floating rate interest expense per year of $6,201 and a decrease in annual earnings per share of $0.12.

The foregoing table shows the impact of an immediate one percentage point change in floating interest rates, including the impact of our interest rate caps. Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amounts of any floating rate debt we may incur and the impact, if any, of interest rate caps we may purchase. Generally, if interest rates were to change gradually over time, the impact would be spread over time. As of June 30, 2026, neither of our floating rate mortgage notes had an active interest rate floor.

We also maintain our revolving credit facility which has a total borrowing capacity of $100,000. Interest is payable on borrowings under our credit agreement at a rate of SOFR plus a margin of 225 basis points. As of June 30, 2026 and July 31, 2026, we had $25,000 outstanding.

Fixed Rate Debt

As of June 30, 2026, our outstanding fixed rate debt consisted of one mortgage note with a principal balance of $46,500 with a 5.34% fixed interest rate. This mortgage note requires monthly payments of interest only until maturity in July 2029. Because interest is to be paid at a fixed rate, changes in market interest rates during the term of this mortgage note will not affect our interest obligation. If this mortgage note is refinanced at an interest rate which is one percentage point higher or lower than shown above, our annual interest cost would increase or decrease by approximately $465.

Changes in market interest rates would affect the fair value of our mortgage note. Increases in market interest rates decrease the fair value of our fixed rate debt, while decreases in market interest rates increase the fair value of our fixed rate debt. Based on the balances outstanding at June 30, 2026 and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligation, a hypothetical immediate one percentage point change in the interest rates would change the fair value of this obligation by approximately $1,333.

Risks Related to Cash and Short Term Investments

Our cash and cash equivalents include short term, highly liquid investments readily convertible to known amounts of cash that have original maturities of three months or less from the date of purchase. We invest a substantial amount of our cash in money market bank accounts and all of our cash is maintained in U.S. bank accounts. Some U.S. bank account balances exceed the Federal Deposit Insurance Corporation insurance limit. We believe our cash and short term investments are not subject to any material interest rate risk, equity price risk, credit risk or other market risk.

Item 4. Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1A. Risk Factors

There have been no material changes to the risk factors from those we previously provided in our 2025 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer purchases of equity securities.

The following table provides information about our purchases of our equity securities during the quarter ended June 30, 2026:

(1) These Class A Common Share withholdings and purchases were made to satisfy tax withholding and payment obligations in connection with the vesting of awards of our Class A Common Shares. We withheld and purchased these shares at their fair market values based upon the trading prices of our Class A Common Shares at the close of trading on Nasdaq on the purchase dates.

Item 6. Exhibits