# The RMR Group (RMR) 10-Q SEC filing - Q3 FY2026

- Filed: Aug 5, 2026, 4:21 PM EDT
- Fiscal quarter: Q3 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001644378-26-000020
- OpenCapital page: https://www.opencapital.sh/filings/0001644378-26-000020
- Markdown URL: https://www.opencapital.sh/filings/0001644378-26-000020.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/0001644378-26-000020-index.htm

## Filing documents

- [10-Q (rmr-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr-20260630.htm)
- [EX-10.1 (rmr_6302026xexx101xopibmf.htm)](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr_6302026xexx101xopibmf.htm)
- [EX-10.2 (rmr_6302026xexx102xopipmf.htm)](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr_6302026xexx102xopipmf.htm)
- [EX-31.1 (rmr_6302026xexhibitx311.htm)](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr_6302026xexhibitx311.htm)
- [EX-31.2 (rmr_6302026xexhibitx312.htm)](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr_6302026xexhibitx312.htm)
- [EX-32.1 (rmr_6302026xexhibitx321.htm)](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr_6302026xexhibitx321.htm)

---

## 10-Q

SEC source: [rmr-20260630.htm](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr-20260630.htm)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-37616

THE RMR GROUP INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland 47-4122583

(State of Organization) (IRS Employer Identification No.)

Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code 617-796-8230

Securities registered pursuant to Section 12(b) of the Act:

Title Of Each Class Trading Symbol Name Of Each Exchange On Which Registered

Class A common stock, $0.001 par value per share RMR The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2026, there were 16,080,226 shares of Class A common stock, par value $0.001 per share, 1,000,000 shares of Class B-1 common stock, par value $0.001 per share, and 15,000,000 shares of Class B-2 common stock, par value $0.001 per share outstanding.

THE RMR GROUP INC.

FORM 10-Q

June 30, 2026

Table of Contents

Page

[PART I](#if004e6403c5548fcaabd996dbd6baedb_10). [Financial Information](#if004e6403c5548fcaabd996dbd6baedb_10)

[Item 1.](#if004e6403c5548fcaabd996dbd6baedb_13) [Financial Statements (unaudited)](#if004e6403c5548fcaabd996dbd6baedb_13)

[Condensed Consolidated Balance Sheets — June 30, 2026 and September 30, 2025](#if004e6403c5548fcaabd996dbd6baedb_16) [3](#if004e6403c5548fcaabd996dbd6baedb_16)

[Condensed Consolidated Statements of Comprehensive Income — Three and Nine Months Ended June 30, 2026 and 2025](#if004e6403c5548fcaabd996dbd6baedb_19) [4](#if004e6403c5548fcaabd996dbd6baedb_19)

[Condensed Consolidated Statements of Shareholders’ Equity — Three and Nine Months Ended June 30, 2026 and 2025](#if004e6403c5548fcaabd996dbd6baedb_22) [5](#if004e6403c5548fcaabd996dbd6baedb_22)

[Condensed Consolidated Statements of Cash Flows — Nine Months Ended June 30, 2026 and 2025](#if004e6403c5548fcaabd996dbd6baedb_28) [7](#if004e6403c5548fcaabd996dbd6baedb_28)

[Notes to Condensed Consolidated Financial Statements](#if004e6403c5548fcaabd996dbd6baedb_34) [8](#if004e6403c5548fcaabd996dbd6baedb_34)

[Item 2.](#if004e6403c5548fcaabd996dbd6baedb_94) [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#if004e6403c5548fcaabd996dbd6baedb_94) [26](#if004e6403c5548fcaabd996dbd6baedb_94)

[Item 3.](#if004e6403c5548fcaabd996dbd6baedb_121) [Quantitative and Qualitative Disclosures About Market Risk](#if004e6403c5548fcaabd996dbd6baedb_121) [37](#if004e6403c5548fcaabd996dbd6baedb_121)

[Item 4.](#if004e6403c5548fcaabd996dbd6baedb_124) [Controls and Procedures](#if004e6403c5548fcaabd996dbd6baedb_124) [38](#if004e6403c5548fcaabd996dbd6baedb_124)

[Warning Concerning Forward-Looking Statements](#if004e6403c5548fcaabd996dbd6baedb_127) [39](#if004e6403c5548fcaabd996dbd6baedb_127)

[PART II](#if004e6403c5548fcaabd996dbd6baedb_130). [Other Information](#if004e6403c5548fcaabd996dbd6baedb_130)

[Item 1A.](#if004e6403c5548fcaabd996dbd6baedb_133) [Risk Factors](#if004e6403c5548fcaabd996dbd6baedb_133) [41](#if004e6403c5548fcaabd996dbd6baedb_133)

[Item 2.](#if004e6403c5548fcaabd996dbd6baedb_136) [Unregistered Sales of Equity Securities and Use of Proceeds](#if004e6403c5548fcaabd996dbd6baedb_136) [41](#if004e6403c5548fcaabd996dbd6baedb_136)

[Item 6.](#if004e6403c5548fcaabd996dbd6baedb_139) [Exhibits](#if004e6403c5548fcaabd996dbd6baedb_139) [42](#if004e6403c5548fcaabd996dbd6baedb_139)

[Signatures](#if004e6403c5548fcaabd996dbd6baedb_142) [43](#if004e6403c5548fcaabd996dbd6baedb_142)

PART I. Financial Information

## Item 1. Financial Statements (unaudited)

Item 1. Financial Statements

**The RMR Group Inc.**

### Condensed Consolidated Balance Sheets

_(dollars in thousands, except per share amounts) · (unaudited)_

| Line item | June 30, 2026 | September 30, 2025 |
| --- | --- | --- |
| Assets |  |  |
| Cash and cash equivalents held by The RMR Group Inc. | $15,386 | $19,478 |
| Cash and cash equivalents held by The RMR Group LLC | 42,817 | 42,819 |
| Due from related parties | 79,880 | 79,703 |
| Prepaid and other current assets | 15,216 | 13,731 |
| Loans held for investment, net of allowance for credit losses of $0 and $63, respectively | — | 36,963 |
| Total current assets | 153,299 | 192,694 |
| Loans held for investment, net of allowance for credit losses of $0 and $526, respectively | — | 24,021 |
| Property and equipment, net of accumulated depreciation of $15,276 and $7,980, respectively | 225,762 | 228,655 |
| Due from related parties, net of current portion | 11,370 | 10,374 |
| Investments | 136,200 | 31,900 |
| Goodwill | 71,761 | 71,761 |
| Intangible assets, net of accumulated amortization of $12,171 and $9,074, respectively | 20,329 | 26,136 |
| Operating lease right of use assets | 19,097 | 22,876 |
| Deferred tax asset | 13,901 | 13,181 |
| Other assets, net of accumulated amortization of $71,786 and $97,156, respectively | 61,857 | 96,647 |
| Total assets | $713,576 | $718,245 |
| Liabilities and Equity |  |  |
| Reimbursable accounts payable and accrued expenses | $48,889 | $43,553 |
| Accounts payable and accrued expenses | 55,438 | 38,701 |
| Current portion of Earnout liability | — | 3,639 |
| Operating lease liabilities | 5,528 | 5,603 |
| Current portion of secured financing facility, net | — | 26,326 |
| Total current liabilities | 109,855 | 117,822 |
| Operating lease liabilities, net of current portion | 14,056 | 17,682 |
| Amounts due pursuant to tax receivable agreement, net of current portion | 15,926 | 15,926 |
| Employer compensation liability, net of current portion | 11,370 | 10,374 |
| Secured financing facility, net of current portion | — | 18,260 |
| Secured revolving credit facility | 25,000 | — |
| Mortgage notes payable, net | 138,807 | 136,168 |
| Total liabilities | 315,014 | 316,232 |
| Commitments and contingencies |  |  |
| Equity: |  |  |
| Class A common stock, $0.001 par value; 32,500,000 shares authorized; 16,092,402 and 16,063,495 shares issued and outstanding, respectively | 16 | 16 |
| Class B-1 common stock, $0.001 par value; 1,000,000 shares authorized, issued and outstanding | 1 | 1 |
| Class B-2 common stock, $0.001 par value; 15,000,000 shares authorized, issued and outstanding | 15 | 15 |
| Additional paid in capital | 124,449 | 121,706 |
| Retained earnings | 470,216 | 453,822 |
| Cumulative other comprehensive income (loss) | 377 | (62) |
| Cumulative common distributions | (370,888) | (347,842) |
| Total shareholders’ equity | 224,186 | 227,656 |
| Noncontrolling interest in The RMR Group LLC | 173,275 | 172,253 |
| Noncontrolling interest in other consolidated entities | 1,101 | 2,104 |
| Total noncontrolling interests | 174,376 | 174,357 |
| Total equity | 398,562 | 402,013 |
| Total liabilities and equity | $713,576 | $718,245 |

See accompanying notes.

**The RMR Group Inc.**

### Condensed Consolidated Statements of Comprehensive Income

_(amounts in thousands, except per share amounts) · (unaudited)_

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Nine Months Ended / June 30, 2026 | Nine Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenues: |  |  |  |  |
| Management services | $44,093 | $42,724 | $126,685 | $133,289 |
| Incentive fees | 90 | 229 | 23,715 | 316 |
| Advisory services | 1,343 | 1,115 | 3,869 | 3,360 |
| Total management, incentive and advisory services revenues | 45,526 | 44,068 | 154,269 | 136,965 |
| Income from loan investments, net | — | 677 | 411 | 1,869 |
| Rental property revenues | 5,192 | 2,033 | 15,432 | 5,080 |
| Reimbursable compensation and benefits | 16,642 | 18,337 | 50,653 | 60,738 |
| Reimbursable equity based compensation | 5,152 | 1,636 | 8,889 | 2,338 |
| Other reimbursable expenses | 81,002 | 87,977 | 249,913 | 333,882 |
| Total reimbursable costs | 102,796 | 107,950 | 309,455 | 396,958 |
| Total revenues | 153,514 | 154,728 | 479,567 | 540,872 |
| Expenses: |  |  |  |  |
| Compensation and benefits | 39,607 | 38,603 | 114,745 | 123,216 |
| Equity based compensation | 5,639 | 2,090 | 10,619 | 3,822 |
| Separation costs | 1,720 | 1,880 | 4,392 | 5,335 |
| Total compensation and benefits expense | 46,966 | 42,573 | 129,756 | 132,373 |
| General and administrative | 10,668 | 9,631 | 31,364 | 32,161 |
| Other reimbursable expenses | 81,002 | 87,977 | 249,913 | 333,882 |
| Rental property expenses | 1,725 | 748 | 5,435 | 1,569 |
| Transaction and acquisition related (recoveries) costs | (1,054) | 820 | 631 | 2,156 |
| Loss on impairment of other assets | 19,066 | — | 19,066 | — |
| Depreciation and amortization | 4,413 | 3,006 | 13,548 | 7,810 |
| Total expenses | 162,786 | 144,755 | 449,713 | 509,951 |
| Operating (loss) income | (9,272) | 9,973 | 29,854 | 30,921 |
| Interest income | 416 | 1,182 | 1,467 | 4,115 |
| Interest expense | (3,205) | (1,062) | (8,463) | (2,632) |
| Change in fair value of Earnout liability | — | 1,170 | 3,639 | 5,850 |
| Gain (loss) on investments | 21,348 | (215) | 17,389 | (1,995) |
| Loss on extinguishment of debt | — | — | (452) | — |
| Gain on sale of real estate | — | — | — | 445 |
| Income before income tax expense | 9,287 | 11,048 | 43,434 | 36,704 |
| Income tax expense | (1,899) | (1,753) | (7,149) | (5,607) |
| Net income | 7,388 | 9,295 | 36,285 | 31,097 |
| Net income attributable to noncontrolling interest in The RMR Group LLC | (4,545) | (5,200) | (21,033) | (17,259) |
| Net loss attributable to other noncontrolling interests | 354 | 91 | 1,142 | 344 |
| Net income attributable to The RMR Group Inc. | $3,197 | $4,186 | $16,394 | $14,182 |
| Other comprehensive income: |  |  |  |  |
| Unrealized gain on derivatives, net of tax expense of $251, $0, $251 and $0, respectively | 288 | — | 825 | — |
| Less: unrealized gain on derivatives attributable to noncontrolling interest in The RMR Group LLC, net of tax expense of $117, $0, $117 and $0, respectively | (135) | — | (386) | — |
| Other comprehensive income attributable to The RMR Group Inc., net of tax expense of $134, $0, $134 and $0, respectively | 153 | — | 439 | — |
| Comprehensive income attributable to The RMR Group Inc. | $3,350 | $4,186 | $16,833 | $14,182 |
| Weighted average common shares outstanding - basic | 16,791 | 16,660 | 16,762 | 16,630 |
| Weighted average common shares outstanding - diluted | 16,791 | 16,660 | 16,762 | 31,633 |
| Net income attributable to The RMR Group Inc. per common share - basic | $0.18 | $0.25 | $0.95 | $0.83 |
| Net income attributable to The RMR Group Inc. per common share - diluted | $0.18 | $0.25 | $0.95 | $0.82 |

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

**The RMR Group Inc.**

### Condensed Consolidated Statements of Shareholders’ Equity

_(dollars in thousands) · (unaudited)_

| Line item | Class A Common Stock | Class B-1 Common Stock | Class B-2 Common Stock | Additional Paid in Capital | Retained Earnings | Cumulative Other Comprehensive Income (Loss) | Cumulative Common Distributions | Total Shareholders' Equity | Noncontrolling Interests in: / The RMR Group LLC | Noncontrolling Interests in: / Other Consolidated Entities | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at September 30, 2025 | $16 | $1 | $15 | $121,706 | $453,822 | $(62) | $(347,842) | $227,656 | $172,253 | $2,104 | $402,013 |
| Share awards, net | — | — | — | 614 | — | — | — | 614 | — | — | 614 |
| Net income | — | — | — | — | 12,190 | — | — | 12,190 | 15,034 | (386) | 26,838 |
| Tax distributions to member | — | — | — | — | — | — | — | — | (1,999) | — | (1,999) |
| Common share distributions | — | — | — | — | — | — | (7,678) | (7,678) | (4,800) | — | (12,478) |
| Other comprehensive loss | — | — | — | — | — | (80) | — | (80) | (71) | — | (151) |
| Balance at December 31, 2025 | 16 | 1 | 15 | 122,320 | 466,012 | (142) | (355,520) | 232,702 | 180,417 | 1,718 | 414,837 |
| Share awards, net | — | — | — | 1,201 | — | — | — | 1,201 | — | — | 1,201 |
| Net income | — | — | — | — | 1,007 | — | — | 1,007 | 1,454 | (402) | 2,059 |
| Tax distributions to member | — | — | — | — | — | — | — | — | (1,999) | — | (1,999) |
| Common share distributions | — | — | — | — | — | — | (7,676) | (7,676) | (4,800) | — | (12,476) |
| Capital contributions | — | — | — | — | — | — | — | — | — | 139 | 139 |
| Other comprehensive income | — | — | — | — | — | 366 | — | 366 | 322 | — | 688 |
| Balance at March 31, 2026 | 16 | 1 | 15 | 123,521 | 467,019 | 224 | (363,196) | 227,600 | 175,394 | 1,455 | 404,449 |
| Share awards, net | — | — | — | 928 | — | — | — | 928 | — | — | 928 |
| Net income | — | — | — | — | 3,197 | — | — | 3,197 | 4,545 | (354) | 7,388 |
| Tax distributions to member | — | — | — | — | — | — | — | — | (1,999) | — | (1,999) |
| Common share distributions | — | — | — | — | — | — | (7,692) | (7,692) | (4,800) | — | (12,492) |
| Other comprehensive income | — | — | — | — | — | 153 | — | 153 | 135 | — | 288 |
| Balance at June 30, 2026 | $16 | $1 | $15 | $124,449 | $470,216 | $377 | $(370,888) | $224,186 | $173,275 | $1,101 | $398,562 |

**The RMR Group Inc.**

### Condensed Consolidated Statements of Shareholders’ Equity

_(dollars in thousands) · (unaudited)_

| Line item | Class A Common Stock | Class B-1 Common Stock | Class B-2 Common Stock | Additional Paid in Capital | Retained Earnings | Cumulative Other Comprehensive Income (Loss) | Cumulative Common Distributions | Total Shareholders' Equity | Noncontrolling Interests in: / The RMR Group LLC | Noncontrolling Interests in: / Other Consolidated Entities | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at September 30, 2024 | $16 | $1 | $15 | $118,811 | $436,226 | — | $(317,495) | $237,574 | $181,439 | $404 | $419,417 |
| Share awards, net | — | — | — | 550 | — | — | — | 550 | — | — | 550 |
| Net income | — | — | — | — | 6,380 | — | — | 6,380 | 7,722 | 6 | 14,108 |
| Tax distributions to member | — | — | — | — | — | — | — | — | (2,886) | — | (2,886) |
| Common share distributions | — | — | — | — | — | — | (7,581) | (7,581) | (4,800) | — | (12,381) |
| Consolidation of investments | — | — | — | — | — | — | — | — | — | 2,936 | 2,936 |
| Balance at December 31, 2024 | 16 | 1 | 15 | 119,361 | 442,606 | — | (325,076) | 236,923 | 181,475 | 3,346 | 421,744 |
| Share awards, net | — | — | — | 1,328 | — | — | — | 1,328 | — | — | 1,328 |
| Net income | — | — | — | — | 3,616 | — | — | 3,616 | 4,337 | (259) | 7,694 |
| Tax distributions to member | — | — | — | — | — | — | — | — | (3,052) | — | (3,052) |
| Common share distributions | — | — | — | — | — | — | (7,580) | (7,580) | (4,800) | — | (12,380) |
| Member distributions upon sale of 260 Woodstock | — | — | — | — | — | — | — | — | — | (409) | (409) |
| Balance at March 31, 2025 | 16 | 1 | 15 | 120,689 | 446,222 | — | (332,656) | 234,287 | 177,960 | 2,678 | 414,925 |
| Share awards, net | — | — | — | 459 | — | — | — | 459 | — | — | 459 |
| Net income | — | — | — | — | 4,186 | — | — | 4,186 | 5,200 | (91) | 9,295 |
| Tax distributions to member | — | — | — | — | — | — | — | — | (2,951) | — | (2,951) |
| Common share distributions | — | — | — | — | — | — | (7,595) | (7,595) | (4,800) | — | (12,395) |
| Balance at June 30, 2025 | $16 | $1 | $15 | $121,148 | $450,408 | — | $(340,251) | $231,337 | $175,409 | $2,587 | $409,333 |

See accompanying notes.

**The RMR Group Inc.**

### Condensed Consolidated Statements of Cash Flows

_(dollars in thousands) · (unaudited)_

| Line item | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 |
| --- | --- | --- |
| Cash Flows from Operating Activities: |  |  |
| Net income | $36,285 | $31,097 |
| Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
| Depreciation and amortization | 13,548 | 7,810 |
| Amortization expense related to other assets | 6,946 | 7,062 |
| (Reversal of) provision for deferred income taxes | (720) | 1,526 |
| Loss on impairment of other assets | 19,066 | — |
| Gain on sale of real estate | — | (445) |
| Change in fair value of Earnout liability | (3,639) | (5,850) |
| Operating expenses paid in The RMR Group Inc. common shares | 2,851 | 2,500 |
| Distributions from investments | 3,458 | 1,793 |
| (Gain) loss on investments | (17,389) | 1,995 |
| Other, net | 563 | (371) |
| Changes in assets and liabilities: |  |  |
| Due from related parties | (4,299) | 45,570 |
| Prepaid and other current assets | (949) | (5,957) |
| Reimbursable accounts payable and accrued expenses | 5,336 | (43,766) |
| Accounts payable and accrued expenses | 21,880 | 17,154 |
| Net cash provided by operating activities | 82,937 | 60,118 |
| Cash Flows from Investing Activities: |  |  |
| Rental property acquisitions | — | (21,509) |
| Proceeds from sale of loan investments | 61,733 | — |
| Additional funding of loan investments | — | (7,430) |
| Purchase of property and equipment | (4,836) | (2,574) |
| Investment in residential fund | (990) | (768) |
| Investment in joint ventures | (6,425) | (11,134) |
| Investment in Service Properties Trust | (50,000) | — |
| Investment in Seven Hills Realty Trust | (24,824) | — |
| Proceeds from sale of property | — | 4,198 |
| Net cash used in investing activities | (25,342) | (39,217) |
| Cash Flows from Financing Activities: |  |  |
| Proceeds from secured financing facility | — | 5,573 |
| Repayments of secured financing facility | (45,070) | — |
| Borrowings on revolving credit facility | 50,000 | — |
| Repayments of revolving credit facility | (25,000) | — |
| Proceeds from mortgage notes payable | 1,793 | — |
| Payment of deferred financing fees | — | (172) |
| Distributions to noncontrolling interests | (20,397) | (23,289) |
| Distributions to common shareholders | (23,046) | (22,756) |
| Capital contributions from noncontrolling interests | 139 | — |
| Member distributions upon sale of 260 Woodstock | — | (409) |
| Repurchase of common shares | (108) | (163) |
| Net cash used in financing activities | (61,689) | (41,216) |
| Decrease in cash and cash equivalents | (4,094) | (20,315) |
| Cash and cash equivalents at beginning of period | 62,297 | 141,599 |
| Cash and cash equivalents at end of period | $58,203 | $121,284 |
| Supplemental Disclosures: |  |  |
| Income taxes paid | $4,034 | $4,240 |
| Interest paid | $7,123 | $4,488 |
| Non-cash investing and financing activities: |  |  |
| Recognition of right of use assets and related lease liabilities | $567 | $1,352 |
| Property and equipment accrued, not paid | $30 | $160 |

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](#if004e6403c5548fcaabd996dbd6baedb_79), 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:

| Line item | Three Months Ended June 30, 2026 / Total / Management, / Incentive / and Advisory / Services / Revenues | Three Months Ended June 30, 2026 / Total / Reimbursable / Costs | Three Months Ended June 30, 2026 / Total / Revenues | Three Months Ended June 30, 2025 / Total / Management, / Incentive / and Advisory / Services / Revenues | Three Months Ended June 30, 2025 / Total / Reimbursable / Costs | Three Months Ended June 30, 2025 / Total / Revenues |
| --- | --- | --- | --- | --- | --- | --- |
| Perpetual Capital: |  |  |  |  |  |  |
| DHC | $6,342 | $22,191 | $28,533 | $5,292 | $21,453 | $26,745 |
| ILPT | 9,598 | 9,878 | 19,476 | 9,135 | 10,727 | 19,862 |
| OPI | 6,110 | 29,395 | 35,505 | 5,781 | 38,762 | 44,543 |
| SVC | 9,967 | 15,484 | 25,451 | 9,621 | 18,900 | 28,521 |
| Total Managed Equity REITs | 32,017 | 76,948 | 108,965 | 29,829 | 89,842 | 119,671 |
| SEVN | 1,451 | 1,391 | 2,842 | 1,360 | 1,264 | 2,624 |
|  | 33,468 | 78,339 | 111,807 | 31,189 | 91,106 | 122,295 |
| Private Capital: |  |  |  |  |  |  |
| Sonesta | 2,202 | — | 2,202 | 2,628 | — | 2,628 |
| RMR Residential | 4,435 | 4,883 | 9,318 | 3,454 | 5,110 | 8,564 |
| Other private entities | 5,421 | 19,574 | 24,995 | 6,797 | 11,734 | 18,531 |
|  | 12,058 | 24,457 | 36,515 | 12,879 | 16,844 | 29,723 |
| Total revenues from related parties | 45,526 | 102,796 | 148,322 | 44,068 | 107,950 | 152,018 |
| Income from loan investments, net | — | — | — | — | — | 677 |
| Rental property revenues | — | — | 5,192 | — | — | 2,033 |
| Total revenues from unrelated parties | — | — | 5,192 | — | — | 2,710 |
| Total revenues | $45,526 | $102,796 | $153,514 | $44,068 | $107,950 | $154,728 |

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:

| Line item | Nine Months Ended June 30, 2026 / Total / Management, / Incentive / and Advisory / Services / Revenues | Nine Months Ended June 30, 2026 / Total / Reimbursable / Costs | Nine Months Ended June 30, 2026 / Total / Revenues | Nine Months Ended June 30, 2025 / Total / Management, / Incentive / and Advisory / Services / Revenues | Nine Months Ended June 30, 2025 / Total / Reimbursable / Costs | Nine Months Ended June 30, 2025 / Total / Revenues |
| --- | --- | --- | --- | --- | --- | --- |
| Perpetual Capital: |  |  |  |  |  |  |
| DHC | $35,889 | $64,954 | $100,843 | $17,318 | $86,747 | $104,065 |
| ILPT | 33,948 | 28,507 | 62,455 | 27,503 | 29,349 | 56,852 |
| OPI | 17,380 | 97,620 | 115,000 | 18,188 | 120,061 | 138,249 |
| SVC | 29,110 | 46,707 | 75,817 | 29,532 | 92,846 | 122,378 |
| Total Managed Equity REITs | 116,327 | 237,788 | 354,115 | 92,541 | 329,003 | 421,544 |
| SEVN | 4,062 | 3,842 | 7,904 | 3,734 | 4,063 | 7,797 |
|  | 120,389 | 241,630 | 362,019 | 96,275 | 333,066 | 429,341 |
| Private Capital: |  |  |  |  |  |  |
| Sonesta | 5,790 | — | 5,790 | 6,873 | — | 6,873 |
| RMR Residential | 11,365 | 14,514 | 25,879 | 13,878 | 18,499 | 32,377 |
| Other private entities | 16,725 | 53,311 | 70,036 | 19,939 | 45,393 | 65,332 |
|  | 33,880 | 67,825 | 101,705 | 40,690 | 63,892 | 104,582 |
| Total revenues from related parties | 154,269 | 309,455 | 463,724 | 136,965 | 396,958 | 533,923 |
| Income from loan investments, net | — | — | 411 | — | — | 1,869 |
| Rental property revenues | — | — | 15,432 | — | — | 5,080 |
| Total revenues from unrelated parties | — | — | 15,843 | — | — | 6,949 |
| Total revenues | $154,269 | $309,455 | $479,567 | $136,965 | $396,958 | $540,872 |

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:

| Line item | June 30, 2026 / Accounts / Receivable | June 30, 2026 / Reimbursable / Costs | June 30, 2026 / Total | September 30, 2025 / Accounts / Receivable | September 30, 2025 / Reimbursable / Costs | September 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Perpetual Capital: |  |  |  |  |  |  |
| DHC | $4,939 | $12,493 | $17,432 | $4,806 | $13,780 | $18,586 |
| ILPT | 4,468 | 11,448 | 15,916 | 4,011 | 8,922 | 12,933 |
| OPI | 4,784 | 17,257 | 22,041 | 4,031 | 15,819 | 19,850 |
| SVC | 5,302 | 6,972 | 12,274 | 6,831 | 9,943 | 16,774 |
| Total Managed Equity REITs | 19,493 | 48,170 | 67,663 | 19,679 | 48,464 | 68,143 |
| SEVN | 1,431 | 1,674 | 3,105 | 1,513 | 3,272 | 4,785 |
|  | 20,924 | 49,844 | 70,768 | 21,192 | 51,736 | 72,928 |
| Private Capital: |  |  |  |  |  |  |
| RMR Residential | 6,756 | — | 6,756 | 6,117 | — | 6,117 |
| Sonesta | 19 | — | 19 | 51 | — | 51 |
| Other private entities | 1,796 | 11,911 | 13,707 | 3,365 | 7,616 | 10,981 |
|  | 8,571 | 11,911 | 20,482 | 9,533 | 7,616 | 17,149 |
|  | $29,495 | $61,755 | $91,250 | $30,725 | $59,352 | $90,077 |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Tax distributions to RMR Inc. | $2,267 | $3,273 | $6,802 | $10,014 |
| Tax distributions to ABP Trust | 1,999 | 2,951 | 5,997 | 8,889 |
|  | $4,266 | $6,224 | $12,799 | $18,903 |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Base business management revenues | $20,802 | $19,476 | $60,125 | $59,453 |
| Property management revenues | 10,091 | 9,211 | 29,163 | 27,527 |
| Construction supervision revenues | 1,142 | 1,158 | 3,517 | 5,619 |
| Incentive business management revenues | 90 | 229 | 23,715 | 316 |
| Advisory services revenues | 1,343 | 1,115 | 3,869 | 3,360 |
|  | $33,468 | $31,189 | $120,389 | $96,275 |

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](#if004e6403c5548fcaabd996dbd6baedb_43), Related Person Transactions.

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

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Base business management revenues | $5,264 | $7,216 | $15,367 | $20,602 |
| Property management revenues | 6,134 | 5,198 | 16,627 | 18,460 |
| Construction supervision revenues | 660 | 465 | 1,886 | 1,628 |
|  | $12,058 | $12,879 | $33,880 | $40,690 |

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](#if004e6403c5548fcaabd996dbd6baedb_64), 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](#if004e6403c5548fcaabd996dbd6baedb_67), Derivatives and Hedging Activities, and Note [10](#if004e6403c5548fcaabd996dbd6baedb_76), 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](#if004e6403c5548fcaabd996dbd6baedb_76), 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:

| Underlying Instrument | Maturity Date | Strike Rate | Notional Amount | Fair Value at / June 30, 2026 | Fair Value at / September 30, 2025 |
| --- | --- | --- | --- | --- | --- |
| Raleigh, NC mortgage loan | 8/15/2028 | 3.00% | $47,870 | $1,015 | $760 |
| Orlando, FL mortgage loan | 10/1/2028 | 3.00% | $59,984 | 1,341 | 998 |
|  |  |  |  | $2,356 | $1,758 |

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:

| Line item | Three Months Ended June 30, 2026 | Nine Months Ended June 30, 2026 |
| --- | --- | --- |
| Amount of gain recognized on derivatives in other comprehensive income | $556 | $1,232 |
| Amount of gain reclassified from cumulative other comprehensive income (loss) into interest expense | $17 | $156 |
| Total amount of interest expense presented in the consolidated statements of comprehensive income | $(3,205) | $(8,463) |

### 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](#if004e6403c5548fcaabd996dbd6baedb_76), Fair Value of Financial Instruments. For further information regarding our investments in SVC and OPI, see Note [3](#if004e6403c5548fcaabd996dbd6baedb_43), 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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Income taxes computed at the federal statutory rate | 21.0% | 21.0% | 21.0% | 21.0% |
| State taxes, net of federal benefit | 3.5% | 3.1% | 3.0% | 3.1% |
| Permanent items | 2.5% | 1.4% | 1.3% | 0.9% |
| Uncertain tax position reserve, net of federal benefit | 2.9% | 0.3% | 0.8% | 0.2% |
| Net income attributable to noncontrolling interest | (9.5)% | (9.9)% | (9.6)% | (9.9)% |
| Total | 20.4% | 15.9% | 16.5% | 15.3% |

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:

| Line item | As of June 30, 2026 / Carrying Value | As of June 30, 2026 / Fair Value | As of September 30, 2025 / Carrying Value | As of September 30, 2025 / Fair Value |
| --- | --- | --- | --- | --- |
| Loans held for investment (1) | — | — | $60,984 | $61,989 |
| Secured financing facility (1) | — | — | $44,586 | $45,471 |
| Mortgage notes payable (2) | $138,807 | $139,119 | $136,168 | $137,076 |

(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:

_June 30, 2026_

| Line item | Total | Level 1 | Level 2 | Level 3 |
| --- | --- | --- | --- | --- |
| Due from related parties related to equity based payment awards | $12,865 | $12,865 | — | — |
| Investment in SEVN | $38,591 | $38,591 | — | — |
| Investment in SVC | $70,417 | $70,417 | — | — |
| Investment in OPI | $7,464 | $7,464 | — | — |
| Investment in Fund VII | $2,106 | — | — | $2,106 |
| Investment in joint ventures | $17,622 | — | — | $17,622 |
| Employer compensation liability related to equity based payment awards | $12,865 | $12,865 | — | — |
| Interest rate caps | $2,356 | — | $2,356 | — |

_September 30, 2025_

| Line item | Total | Level 1 | Level 2 | Level 3 |
| --- | --- | --- | --- | --- |
| Due from related parties related to equity based payment awards | $15,797 | $15,797 | — | — |
| Investment in SEVN | $17,610 | $17,610 | — | — |
| Investment in Fund VII | $3,156 | — | — | $3,156 |
| Investment in joint ventures | $11,134 | — | — | $11,134 |
| Employer compensation liability related to equity based payment awards | $15,797 | $15,797 | — | — |
| Interest rate caps | $1,758 | — | $1,758 | — |
| Earnout liability | $3,639 | — | — | $3,639 |

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:

_June 30, 2026_

| Line item | Fair Value | Valuation Technique | Unobservable Input | Range |
| --- | --- | --- | --- | --- |
| Investment in Fund VII | $2,106 | Discounted cash flow | Discount rates | 6.50% - 7.00% |
|  |  |  | Exit capitalization rates | 5.00% - 5.50% |
|  |  |  | Holding period | 10 years |
| Investment in joint ventures | $17,622 | Discounted cash flow | Exit capitalization rates | 5.00% - 5.50% |
|  |  |  | Holding period | 3 - 5 years |

_September 30, 2025_

| Line item | Fair Value | Valuation Technique | Unobservable Input | Range |
| --- | --- | --- | --- | --- |
| Investment in Fund VII | $3,156 | Discounted cash flow | Discount rates | 6.50% - 7.00% |
|  |  |  | Exit capitalization rates | 5.00% - 5.50% |
|  |  |  | Holding period | 10 years |
| Investment in joint ventures | $11,134 | Discounted cash flow | Unlevered IRR | 12.02% - 12.37% |
|  |  |  | Exit capitalization rates | 4.97% - 5.15% |
|  |  |  | Holding period | 3 years |
| Earnout liability | $3,639 | Monte Carlo | Capital deployment volatility | 15.00% |
|  |  |  | Discount rate | 5.84% |

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:

| Fund VII | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Beginning balance | $2,517 | $3,813 | $3,156 | — |
| Contributions, net of receivable | — | — | 276 | — |
| Changes in fair value for our investment in Fund VII | (411) | (95) | (1,326) | 3,718 |
| Ending balance | $2,106 | $3,718 | $2,106 | $3,718 |

| Earnout Liability | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Beginning balance | — | $7,278 | $3,639 | $11,958 |
| Changes in fair value for our Earnout liability | — | (1,170) | (3,639) | (5,850) |
| Ending balance | — | $6,108 | — | $6,108 |

### 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:

| Declaration / Date / Nine Months Ended June 30, 2026 | Record / Date / Nine Months Ended June 30, 2026 | Paid / Date / Nine Months Ended June 30, 2026 | Distributions / Per Common Share | Total / Distributions |
| --- | --- | --- | --- | --- |
| 10/9/2025 | 10/27/2025 | 11/13/2025 | $0.45 | $7,678 |
| 1/15/2026 | 1/26/2026 | 2/19/2026 | 0.45 | 7,676 |
| 4/9/2026 | 4/21/2026 | 5/14/2026 | 0.45 | 7,692 |
|  |  |  | $1.35 | $23,046 |
| Nine Months Ended June 30, 2025 |  |  |  |  |
| 10/16/2024 | 10/28/2024 | 11/14/2024 | $0.45 | $7,581 |
| 1/16/2025 | 1/27/2025 | 2/20/2025 | 0.45 | 7,580 |
| 4/10/2025 | 4/22/2025 | 5/15/2025 | 0.45 | 7,595 |
|  |  |  | $1.35 | $22,756 |

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:

| Declaration / Date / Nine Months Ended June 30, 2026 | Record / Date / Nine Months Ended June 30, 2026 | Paid / Date / Nine Months Ended June 30, 2026 | Distributions Per / RMR LLC / Membership Unit | Total / RMR LLC / Distributions | RMR LLC / Distributions / to RMR Inc. | RMR LLC / Distributions / to ABP Trust |
| --- | --- | --- | --- | --- | --- | --- |
| 10/9/2025 | 10/27/2025 | 11/13/2025 | $0.32 | $10,260 | $5,460 | $4,800 |
| 1/15/2026 | 1/26/2026 | 2/19/2026 | 0.32 | 10,259 | 5,459 | 4,800 |
| 4/9/2026 | 4/21/2026 | 5/14/2026 | 0.32 | 10,270 | 5,470 | 4,800 |
|  |  |  | $0.96 | $30,789 | $16,389 | $14,400 |
| Nine Months Ended June 30, 2025 |  |  |  |  |  |  |
| 10/16/2024 | 10/28/2024 | 11/14/2024 | $0.32 | $10,191 | $5,391 | $4,800 |
| 1/16/2025 | 1/27/2025 | 2/20/2025 | 0.32 | 10,190 | 5,390 | 4,800 |
| 4/10/2025 | 4/22/2025 | 5/15/2025 | 0.32 | 10,201 | 5,401 | 4,800 |
|  |  |  | $0.96 | $30,582 | $16,182 | $14,400 |

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):

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Numerators: |  |  |  |  |
| Net income attributable to The RMR Group Inc. | $3,197 | $4,186 | $16,394 | $14,182 |
| Less: income attributable to unvested participating securities | (136) | (101) | (420) | (310) |
| Net income attributable to The RMR Group Inc. used in calculating basic EPS | 3,061 | 4,085 | 15,974 | 13,872 |
| Effect of dilutive securities: |  |  |  |  |
| Add back: income attributable to unvested participating securities | — | — | — | 310 |
| Add back: net income attributable to noncontrolling interest in The RMR Group LLC (1) | — | — | — | 17,259 |
| Add back: income tax expense | — | — | — | 5,607 |
| Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (2) | — | — | — | (11,037) |
| Net income used in calculating diluted EPS | $3,061 | $4,085 | $15,974 | $26,011 |
| Denominators: |  |  |  |  |
| Common shares outstanding | 17,092 | 16,870 | 17,092 | 16,870 |
| Less: unvested participating securities and incremental impact of weighted average | (301) | (210) | (330) | (240) |
| Weighted average common shares outstanding - basic | 16,791 | 16,660 | 16,762 | 16,630 |
| Effect of dilutive securities: |  |  |  |  |
| Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares | — | — | — | 15,000 |
| Add: incremental unvested shares | — | — | — | 3 |
| Weighted average common shares outstanding - diluted | 16,791 | 16,660 | 16,762 | 31,633 |
| Net income attributable to The RMR Group Inc. per common share - basic | $0.18 | $0.25 | $0.95 | $0.83 |
| Net income attributable to The RMR Group Inc. per common share - diluted | $0.18 | $0.25 | $0.95 | $0.82 |

(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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Income before income tax expense | $9,287 | $11,048 | $43,434 | $36,704 |
| RMR Inc. franchise tax expense and interest income | (27) | (107) | (152) | (354) |
| Net income before noncontrolling interest | 9,260 | 10,941 | 43,282 | 36,350 |
| Net income attributable to noncontrolling interest in The RMR Group LLC | (4,545) | (5,200) | (21,033) | (17,259) |
| Net loss attributable to other noncontrolling interests | 354 | 91 | 1,142 | 344 |
| Net income attributable to RMR Inc. before income tax expense | 5,069 | 5,832 | 23,391 | 19,435 |
| Income tax expense attributable to RMR Inc. | (1,899) | (1,753) | (7,149) | (5,607) |
| RMR Inc. franchise tax expense and interest income | 27 | 107 | 152 | 354 |
| Net income attributable to RMR Inc. | $3,197 | $4,186 | $16,394 | $14,182 |

### 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](#if004e6403c5548fcaabd996dbd6baedb_43), 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](#if004e6403c5548fcaabd996dbd6baedb_55), Revenue Recognition, and for further information regarding our amended and restated management agreements with OPI, Note [3](#if004e6403c5548fcaabd996dbd6baedb_43), 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:

| REIT | Primary Strategy | Lesser of Historical Cost of Assets / Under Management or / Total Market Capitalization as of / June 30, 2026 | Lesser of Historical Cost of Assets / Under Management or / Total Market Capitalization as of / June 30, 2025 |
| --- | --- | --- | --- |
| DHC | Senior living communities, medical office and life science properties and other healthcare related properties | $4,694,770 | $3,576,962 |
| ILPT | Industrial and logistics properties | 4,813,179 | 4,525,348 |
| SVC | Service-focused retail net lease properties and hotels | 5,817,828 | 6,224,431 |
|  |  | $15,325,777 | $14,326,741 |

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:

_Three Months Ended June 30, 2026_

| REIT | Base / Business / Management / Revenues | Property / Management / and Other / Revenues | Construction / Supervision / Revenues | Incentive / Business / Management / Revenues | Total |
| --- | --- | --- | --- | --- | --- |
| DHC | $5,023 | $1,012 | $307 | — | $6,342 |
| ILPT | 6,068 | 3,371 | 159 | — | 9,598 |
| OPI | 3,042 | 2,942 | 126 | — | 6,110 |
| SVC | 6,669 | 2,748 | 550 | — | 9,967 |
|  | $20,802 | $10,073 | $1,142 | — | $32,017 |

_Three Months Ended June 30, 2025_

| REIT | Base / Business / Management / Revenues | Property / Management / and Other / Revenues | Construction / Supervision / Revenues | Incentive / Business / Management / Revenues | Total |
| --- | --- | --- | --- | --- | --- |
| DHC | $3,859 | $1,220 | $213 | — | $5,292 |
| ILPT | 5,793 | 3,237 | 105 | — | 9,135 |
| OPI | 2,778 | 2,628 | 375 | — | 5,781 |
| SVC | 7,046 | 2,110 | 465 | — | 9,621 |
|  | $19,476 | $9,195 | $1,158 | — | $29,829 |

_Nine Months Ended June 30, 2026_

| REIT | Base / Business / Management / Revenues | Property / Management / and Other / Revenues | Construction / Supervision / Revenues | Incentive / Business / Management / Revenues | Total |
| --- | --- | --- | --- | --- | --- |
| DHC | $13,793 | $3,283 | $908 | $17,905 | $35,889 |
| ILPT | 17,856 | 10,047 | 366 | 5,679 | 33,948 |
| OPI | 8,603 | 8,104 | 673 | — | 17,380 |
| SVC | 19,873 | 7,675 | 1,562 | — | 29,110 |
|  | $60,125 | $29,109 | $3,509 | $23,584 | $116,327 |

_Nine Months Ended June 30, 2025_

| REIT | Base / Business / Management / Revenues | Property / Management / and Other / Revenues | Construction / Supervision / Revenues | Incentive / Business / Management / Revenues | Total |
| --- | --- | --- | --- | --- | --- |
| DHC | $12,057 | $3,851 | $1,410 | — | $17,318 |
| ILPT | 17,471 | 9,716 | 316 | — | 27,503 |
| OPI | 8,608 | 8,203 | 1,377 | — | 18,188 |
| SVC | 21,317 | 5,704 | 2,511 | — | 29,532 |
|  | $59,453 | $27,474 | $5,614 | — | $92,541 |

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:

| Line item | Three Months Ended June 30, 2026 / Base / Business / Management / Revenues | Three Months Ended June 30, 2026 / Property / Management / and Other / Revenues | Three Months Ended June 30, 2026 / Construction / Supervision / Revenues | Three Months Ended June 30, 2026 / Total | Three Months Ended June 30, 2025 / Base / Business / Management / Revenues | Three Months Ended June 30, 2025 / Property / Management / and Other / Revenues | Three Months Ended June 30, 2025 / Construction / Supervision / Revenues | Three Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sonesta | $2,202 | — | — | $2,202 | $2,628 | — | — | $2,628 |
| RMR Residential | 118 | 3,966 | 351 | 4,435 | 118 | 2,958 | 378 | 3,454 |
| Other private entities | 2,944 | 2,168 | 309 | 5,421 | 4,470 | 2,240 | 87 | 6,797 |
| SEVN | — | 18 | — | 18 | — | 16 | — | 16 |
|  | $5,264 | $6,152 | $660 | $12,076 | $7,216 | $5,214 | $465 | $12,895 |

| Line item | Nine Months Ended June 30, 2026 / Base / Business / Management / Revenues | Nine Months Ended June 30, 2026 / Property / Management / and Other / Revenues | Nine Months Ended June 30, 2026 / Construction / Supervision / Revenues | Nine Months Ended June 30, 2026 / Total | Nine Months Ended June 30, 2025 / Base / Business / Management / Revenues | Nine Months Ended June 30, 2025 / Property / Management / and Other / Revenues | Nine Months Ended June 30, 2025 / Construction / Supervision / Revenues | Nine Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sonesta | $5,790 | — | — | $5,790 | $6,873 | — | — | $6,873 |
| RMR Residential | 354 | 9,973 | 1,038 | 11,365 | 392 | 12,356 | 1,130 | 13,878 |
| Other private entities | 9,223 | 6,654 | 848 | 16,725 | 13,337 | 6,104 | 498 | 19,939 |
| SEVN | — | 54 | 8 | 62 | — | 53 | 5 | 58 |
|  | $15,367 | $16,681 | $1,894 | $33,942 | $20,602 | $18,513 | $1,633 | $40,748 |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Three Months Ended June 30, / $ Change | Three Months Ended June 30, / % Change |
| --- | --- | --- | --- | --- |
| Revenues: |  |  |  |  |
| Management services | $44,093 | $42,724 | $1,369 | 3.2% |
| Incentive fees | 90 | 229 | (139) | (60.7)% |
| Advisory services | 1,343 | 1,115 | 228 | 20.4% |
| Total management, incentive and advisory services revenues | 45,526 | 44,068 | 1,458 | 3.3% |
| Income from loan investments, net | — | 677 | (677) | (100.0)% |
| Rental property revenues | 5,192 | 2,033 | 3,159 | 155.4% |
| Reimbursable compensation and benefits | 16,642 | 18,337 | (1,695) | (9.2)% |
| Reimbursable equity based compensation | 5,152 | 1,636 | 3,516 | n/m |
| Other reimbursable expenses | 81,002 | 87,977 | (6,975) | (7.9)% |
| Total reimbursable costs | 102,796 | 107,950 | (5,154) | (4.8)% |
| Total revenues | 153,514 | 154,728 | (1,214) | (0.8)% |
| Expenses: |  |  |  |  |
| Compensation and benefits | 39,607 | 38,603 | 1,004 | 2.6% |
| Equity based compensation | 5,639 | 2,090 | 3,549 | 169.8% |
| Separation costs | 1,720 | 1,880 | (160) | (8.5)% |
| Total compensation and benefits expense | 46,966 | 42,573 | 4,393 | 10.3% |
| General and administrative | 10,668 | 9,631 | 1,037 | 10.8% |
| Other reimbursable expenses | 81,002 | 87,977 | (6,975) | (7.9)% |
| Rental property expenses | 1,725 | 748 | 977 | 130.6% |
| Transaction and acquisition related (recoveries) costs | (1,054) | 820 | (1,874) | n/m |
| Loss on impairment of other assets | 19,066 | — | 19,066 | n/m |
| Depreciation and amortization | 4,413 | 3,006 | 1,407 | 46.8% |
| Total expenses | 162,786 | 144,755 | 18,031 | 12.5% |
| Operating (loss) income | (9,272) | 9,973 | (19,245) | (193.0)% |
| Interest income | 416 | 1,182 | (766) | (64.8)% |
| Interest expense | (3,205) | (1,062) | (2,143) | n/m |
| Change in fair value of Earnout liability | — | 1,170 | (1,170) | (100.0)% |
| Gain (loss) on investments | 21,348 | (215) | 21,563 | n/m |
| Income before income tax expense | 9,287 | 11,048 | (1,761) | (15.9)% |
| Income tax expense | (1,899) | (1,753) | (146) | (8.3)% |
| Net income | 7,388 | 9,295 | (1,907) | (20.5)% |
| Net income attributable to noncontrolling interest in The RMR Group LLC | (4,545) | (5,200) | 655 | 12.6% |
| Net loss attributable to other noncontrolling interests | 354 | 91 | 263 | n/m |
| Net income attributable to The RMR Group Inc. | $3,197 | $4,186 | $(989) | (23.6)% |

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](#if004e6403c5548fcaabd996dbd6baedb_55), 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](#if004e6403c5548fcaabd996dbd6baedb_43), 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](#if004e6403c5548fcaabd996dbd6baedb_43), 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](#if004e6403c5548fcaabd996dbd6baedb_76), 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](#if004e6403c5548fcaabd996dbd6baedb_70), 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:

| Line item | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, / $ Change | Nine Months Ended June 30, / % Change |
| --- | --- | --- | --- | --- |
| Revenues: |  |  |  |  |
| Management services | $126,685 | $133,289 | $(6,604) | (5.0)% |
| Incentive fees | 23,715 | 316 | 23,399 | n/m |
| Advisory services | 3,869 | 3,360 | 509 | 15.1% |
| Total management, incentive and advisory services revenues | 154,269 | 136,965 | 17,304 | 12.6% |
| Income from loan investments, net | 411 | 1,869 | (1,458) | (78.0)% |
| Rental property revenues | 15,432 | 5,080 | 10,352 | n/m |
| Reimbursable compensation and benefits | 50,653 | 60,738 | (10,085) | (16.6)% |
| Reimbursable equity based compensation | 8,889 | 2,338 | 6,551 | n/m |
| Other reimbursable expenses | 249,913 | 333,882 | (83,969) | (25.1)% |
| Total reimbursable costs | 309,455 | 396,958 | (87,503) | (22.0)% |
| Total revenues | 479,567 | 540,872 | (61,305) | (11.3)% |
| Expenses: |  |  |  |  |
| Compensation and benefits | 114,745 | 123,216 | (8,471) | (6.9)% |
| Equity based compensation | 10,619 | 3,822 | 6,797 | 177.8% |
| Separation costs | 4,392 | 5,335 | (943) | (17.7)% |
| Total compensation and benefits expense | 129,756 | 132,373 | (2,617) | (2.0)% |
| General and administrative | 31,364 | 32,161 | (797) | (2.5)% |
| Other reimbursable expenses | 249,913 | 333,882 | (83,969) | (25.1)% |
| Rental property expenses | 5,435 | 1,569 | 3,866 | n/m |
| Transaction and acquisition related costs | 631 | 2,156 | (1,525) | (70.7)% |
| Loss on impairment of other assets | 19,066 | — | 19,066 | n/m |
| Depreciation and amortization | 13,548 | 7,810 | 5,738 | 73.5% |
| Total expenses | 449,713 | 509,951 | (60,238) | (11.8)% |
| Operating income | 29,854 | 30,921 | (1,067) | (3.5)% |
| Interest income | 1,467 | 4,115 | (2,648) | (64.3)% |
| Interest expense | (8,463) | (2,632) | (5,831) | n/m |
| Change in fair value of Earnout liability | 3,639 | 5,850 | (2,211) | (37.8)% |
| Gain (loss) on investments | 17,389 | (1,995) | 19,384 | n/m |
| Loss on extinguishment of debt | (452) | — | (452) | n/m |
| Gain on sale of real estate | — | 445 | (445) | (100.0)% |
| Income before income tax expense | 43,434 | 36,704 | 6,730 | 18.3% |
| Income tax expense | (7,149) | (5,607) | (1,542) | (27.5)% |
| Net income | 36,285 | 31,097 | 5,188 | 16.7% |
| Net income attributable to noncontrolling interest in The RMR Group LLC | (21,033) | (17,259) | (3,774) | (21.9)% |
| Net loss attributable to other noncontrolling interests | 1,142 | 344 | 798 | n/m |
| Net income attributable to The RMR Group Inc. | $16,394 | $14,182 | $2,212 | 15.6% |

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](#if004e6403c5548fcaabd996dbd6baedb_55), 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](#if004e6403c5548fcaabd996dbd6baedb_43), 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](#if004e6403c5548fcaabd996dbd6baedb_43), 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](#if004e6403c5548fcaabd996dbd6baedb_76), 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](#if004e6403c5548fcaabd996dbd6baedb_70), 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](#if004e6403c5548fcaabd996dbd6baedb_43), 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](#if004e6403c5548fcaabd996dbd6baedb_43), 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](#if004e6403c5548fcaabd996dbd6baedb_43), 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:

| Line item | Principal Balance | Annual Interest Rate (1) | Annual Interest Expense | Maturity | Interest Payments Due |
| --- | --- | --- | --- | --- | --- |
| Mortgage Loans |  |  |  |  |  |
| Raleigh, NC mortgage loan | $41,079 | 5.50% | $2,259 | 2028 | Monthly |
| Orlando, FL mortgage loan | 53,914 | 5.55% | 2,992 | 2028 | Monthly |
|  | $94,993 |  | $5,251 |  |  |

(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:

| Line item | Impact of an Increase in Interest Rates / Weighted Average Interest Rate | Impact of an Increase in Interest Rates / Outstanding Debt | Impact of an Increase in Interest Rates / Total Interest Expense Per Year | Impact of an Increase in Interest Rates / Annual Earnings Per Share Impact (1) |
| --- | --- | --- | --- | --- |
| At June 30, 2026 | 5.53% | $94,993 | $5,251 | $0.10 |
| One percentage point increase (2) | 5.53% | $94,993 | $5,251 | $0.10 |

(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.

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “opportunity”, “may”, “positioned”, “potential” and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: our business strategy; economic and industry conditions, including as a result of changing tariffs or trade policies and the related uncertainty thereof; the impact and opportunities for our and our clients’ businesses from business cycles in the U.S. real estate industry as well as economic and industry conditions, including interest rates; our belief that it is possible to grow real estate based businesses in selected property types or geographic areas despite national trends; our liquidity, including its sufficiency to pursue a range of capital allocation strategies and fund our operations and enhance our technology infrastructure and limit risk exposure; our future profitability; anticipated financial results, future prospects and estimated valuations and share prices; and our sustainability practices.

Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Some of the risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

- The dependence of our revenues on a limited number of clients,
- The variability of our revenues,
- Risks related to supply chain constraints, commodity pricing and inflation, including inflation impacting wages and employee benefits,
- Changing market conditions, practices and trends, which may adversely impact our clients and the fees we receive from them,
- Potential terminations of the management agreements with our clients,
- Uncertainty surrounding interest rates and sustained high interest rates, which may impact our clients and significantly reduce our revenues or impede our growth,
- Our dependence on the growth and performance of our clients,
- OPI's ability to operate its business profitably following its emergence from chapter 11 bankruptcy protection, which may impact the amount of management fees we receive and the potential for an additional equity issuance to us under OPI's new management agreements;
- Our ability to obtain or create new clients for our business which is often dependent on circumstances beyond our control,
- The ability of our clients to operate their businesses profitably, optimize their capital structures, comply with the terms of their debt agreements and financial covenants and to grow and increase their market capitalizations and total shareholder returns,
- Our ability to successfully provide management services to our clients,
- Our ability to maintain or increase the distributions we pay to our shareholders,
- Our ability to successfully pursue and execute capital allocation and new business strategies,
- Our ability to prudently invest in our business to enhance our operations, services and competitive positioning,
- Our ability to successfully grow the RMR Residential business and realize our expected returns on our investment within the anticipated timeframe,
- Our ability to successfully integrate acquired businesses and realize our expected returns on our investments,
- The ability of Tremont to identify and close suitable investments for SEVN and to monitor, service and administer existing investments,
- Our ability to obtain additional capital from third party investors for our private capital initiatives in order to make additional investments and to increase potential returns,
- Changes to our operating leverage or client diversity,
- Risks related to the security of our network and information technology, including our artificial intelligence, or AI, initiatives,
- Litigation risks,
- Risks related to acquisitions, dispositions and other activities by us or among our clients,
- Allegations, even if untrue, of any conflicts of interest arising from our management activities,
- Our ability to retain the services of our managing directors and other key personnel,
- Our and our clients’ risks associated with our and our clients’ costs of compliance with laws and regulations, including securities regulations, exchange listing standards and other laws and regulations affecting public companies, and
- Other matters, including other risks that are described in our filings with the SEC.

These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in our periodic filings. The information contained in our filings with the SEC, including under the caption “Risk Factors” in our periodic reports, or incorporated therein, identifies important factors that could cause differences from the forward-looking statements in this Quarterly Report on Form 10-Q. Our filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon our forward-looking statements.

Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Part II. Other Information

## 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:

| Calendar Month | Number of / Shares / Purchased (1) | Average / Price Paid / per Share | Total Number of / Shares Purchased / as Part of Publicly / Announced Plans / or Programs | Maximum / Approximate Dollar / Value of Shares that / May Yet Be Purchased / Under the Plans or / Programs |
| --- | --- | --- | --- | --- |
| April 1 - April 30, 2026 | 417 | $15.58 | N/A | N/A |
| May 1 - May 31, 2026 | — | — | N/A | N/A |
| June 1 - June 30, 2026 | 979 | $20.51 | N/A | N/A |
| Total | 1,396 | $19.04 | N/A | N/A |

(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

| Exhibit Number | Description |
| --- | --- |
| 3.1 | Articles of Amendment and Restatement of the Registrant. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.) |
| 3.2 | Articles of Amendment, filed July 30, 2015. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.) |
| 3.3 | Articles of Amendment, filed September 11, 2015. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.) |
| 3.4 | Articles of Amendment, filed March 9, 2016. (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the SEC on March 11, 2016.) |
| 3.5 | Articles of Amendment, filed November 14, 2022. (Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 001-37616) filed with the SEC on November 14, 2022.) |
| 3.6 | Fifth Amended and Restated Bylaws of the Registrant adopted June 11, 2024. (Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 001-37616) filed with the SEC on June 11, 2024.) |
| 3.7 | Articles of Amendment, filed December 19, 2024. (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the SEC on December 19, 2024.) |
| 4.1 | Form of The RMR Group Inc. Share Certificate for Class A Common Stock. (Incorporated by reference to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on November 2, 2015.) |
| 4.2 | Registration Rights Agreement, dated as of June 5, 2015, by and between the Registrant and ABP Trust (formerly known as Reit Management and Research Trust). (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.) |
| 10.1 | Third Amended and Restated Business Management Agreement, dated as of June 17, 2026, between Office Properties Income Trust and The RMR Group LLC. (Filed herewith). |
| 10.2 | Third Amended and Restated Property Management Agreement, dated as of June 17, 2026, between Office Properties Income Trust and The RMR Group LLC. (Filed herewith). |
| 31.1 | Rule 13a-14(a) Certification. (Filed herewith.) |
| 31.2 | Rule 13a-14(a) Certification. (Filed herewith.) |
| 32.1 | Section 1350 Certification. (Furnished herewith.) |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | XBRL Taxonomy Extension Schema Document. (Filed herewith.) |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) |
| 104 | Cover Page Interactive Data File. (formatted as Inline XBRL and contained in Exhibit 101.) |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By: /s/ Matthew C. Brown

Matthew C. Brown

Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)

Date: August 5, 2026

---

## EX-10.1

SEC source: [rmr_6302026xexx101xopibmf.htm](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr_6302026xexx101xopibmf.htm)

Exhibit 10.1      Execution Version

THIRD AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT

THIS THIRD AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of June 17, 2026, by and between Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), and The RMR Group LLC, a Maryland limited liability company (the “Manager”).

WHEREAS, the Company and the Manager are parties to a Second Amended and Restated Business Management Agreement, dated as of June 5, 2015 (as amended, supplemented or otherwise modified from time to time prior to the date of this Agreement, the “Original Agreement”); and

WHEREAS, the Company and the Manager wish to continue the Original Agreement in force and effect with respect to services performed and fees due with respect to such services, on and prior to the date of this Agreement, but wish to amend and restate the Original Agreement as hereinafter provided, effective with respect to services performed and fees due with respect to such services after the date of this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree that the Original Agreement is hereby amended and restated to read in its entirety as follows:

1. Engagement. Subject to the terms and conditions hereinafter set forth, the Company hereby continues to engage the Manager to provide the management and real estate investment services contemplated by this Agreement with respect to the Company’s business and real estate investments and the Manager hereby accepts such continued engagement.

2. General Duties of the Manager. The Manager shall use its reasonable best efforts to provide the Company with a continuing and suitable real estate portfolio program consistent with the business policies and strategic objectives of the Company. Subject in all respects to the management, direction and oversight of the Company’s board of trustees or any replacement governing body (the “Board”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the following:

(a) provide research and economic and statistical data in connection with the Company’s real estate portfolio and recommend changes in the Company’s business policies when appropriate;

(b) (i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Board and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectives;

(c) investigate, evaluate, prosecute and negotiate any claims of the Company in connection with its real estate portfolio or otherwise in connection with the conduct of its business;

(d) to the extent applicable, administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, without limitation, periodic reports, returns or statements that may be required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports or any rules or regulations promulgated under any of the foregoing;

(e) to the extent applicable, advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents that may be filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities unless the misstatement or omission was the result of gross negligence, willful misconduct or fraud on the part of Manager or any of its Affiliates);

(f) retain counsel, consultants and other third party professionals on behalf of the Company or any subsidiary; provided that if such retention is in connection with any financing, capital raise, recapitalization or sale, transfer, exchange, or other disposition, by or involving the Company or any subsidiary, of any assets thereof or for any other purpose, in each case that is not within the ordinary course of the business of the Company and its subsidiaries, any such counsel, consultant or other third party professional shall be retained only if and to the extent approved by the Board after consultation therewith;

(g) provide, including through a third party service provider, internal audit services as appropriate;

(h) advise and assist with the Company’s risk management functions;

(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate and supervise all third party legal services and claims by or against the Company;

(j) advise and assist the Company with respect to the Company’s investor relations, preparation of marketing materials, internet website and related services;

(k) provide meeting spaces and communication facilities as required to facilitate meetings for, and communication between and among, the members of the Board and Company management; and

(l) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services.

In performing its services under this Agreement, the Manager may utilize facilities, personnel, support services and facilities of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the members of the Board who are independent from the Manager (the “Independent Board Members”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which are expected to be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses.

Manager acknowledges and agrees that if and to the extent determined by the Company, the Company shall have the right to impose additional limitations on the scope of Manager’s authority under this Agreement in accordance with the terms of this paragraph. If the Company intends to exercise its right to modify the limitations on the scope of Manager’s authority under this Agreement, it will do so by written notice to Manager (the “Modification Notice”) and the modification shall become effective as promptly as reasonably practicable for Manager following Manager’s receipt of the Modification Notice; provided that, if and to the extent any such modification, individually or in the aggregate with others, would impose additional limitations on the scope of Manager’s authority or increase in any material respect Manager’s scope or volume of work or change in any material respect the nature or amount of services to be provided by Manager hereunder, and, in any such case, the change also would increase in any material respect the amount of costs or expenses Manager expects to incur in performing its obligations hereunder, as determined by Manager acting reasonably, Manager shall promptly (and in any case, within ten (10) business days of Manager’s receipt of the Modification Notice) notify the Company thereof and of the anticipated increased cost of the change (any such notice, a “Manager Change Notice”). If Manager delivers such Manager Change Notice to the Company within the time provided above, the Company shall enter into good faith negotiations with Manager to determine an appropriate modification to Manager’s compensation and expense reimbursement hereunder to address that increase and, in that case, the proposed modification underlying such Manager Change Notice, to the extent it has been identified by Manager as increasing in any material respect the amount of costs or expenses Manager expects to incur in compliance therewith, shall be deferred until the date on which the Company and Manager have agreed on a modification to Manager’s compensation and expense reimbursement hereunder in respect thereof (and, for the avoidance of doubt, shall be deemed not to have gone into effect at any time prior to such date). If Manager and the Company are not able to agree on the necessary modifications to Manager’s compensation and expense reimbursement and the Company has not withdrawn the modification that was giving rise to the disputed compensation and expense reimbursement shortfall by notice delivered to Manager, in each case prior to the date that is thirty (30) days following the receipt by the Company of the relevant Manager Change Notice, this Agreement may be terminated by either Manager or the Company by written notice to the other party (a “Modification Termination”), and, if such termination notice is given by the Company it will take effect on the date specified in the notice and if the notice is given by Manager it will take effect on the sixtieth (60th) day following the date the Company receives the termination notice from Manager (or, in either case, such other date as may be mutually agreed between the Company and Manager). If a termination pursuant to the preceding sentence becomes effective prior to the second (2nd) anniversary of the date of this Agreement, the Termination Fee shall be payable to Manager in connection with that termination.

Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section la(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act or (iv) any services or the taking of any action that would subject the Manager to registration as a broker-dealer under Section 15 of the Exchange Act or any similar state regulation.

On the date of this Agreement, the Manager shall deliver to the Company a certificate of an officer of the Manager in substantially the form attached hereto as Exhibit B.

3. Bank Accounts. The Manager shall establish and maintain one or more bank accounts in its own name or in the name of the Company or one or more of its subsidiaries, and shall collect and deposit into such account or accounts and may disburse therefrom any monies on behalf of the Company or one or more of its subsidiaries, provided that no funds in any such account shall be commingled with any funds of the Manager or any other person or entity other than the Company or one or more of its subsidiaries (except the New 2027 SPV Group (as defined below); provided that Manager may commingle the funds of the Company or one or more of its subsidiaries (other than the New 2027 SPV Group) with the funds of the New 2027 SPV Group so long as it is using commercially reasonable efforts to cease such commingling as promptly as reasonably practicable following the date hereof). The Manager will consult with the Board in advance concerning each bank or other financial institution in which one or more accounts of the Company or its subsidiaries will be established and no such account will be established at a bank or other financial institution that has not been approved by the Board for that purpose (in each case, to the extent required pursuant to Exhibit C to the Property Management Agreement). Manager shall ensure that one or more officers or employees of the Company or its subsidiaries will have signature authority over and, to the extent applicable, access to digital information concerning, each bank account that holds funds of the Company or any of its subsidiaries. The Manager shall, upon request by the Board, render an appropriate accounting of such collections and payments to the Board and to the auditors of the Company within a reasonable amount of time following such request.

4. Records. The Manager shall maintain appropriate books of account and records relating to this Agreement, which books of account and records shall be available for inspection by the Company and members of the Board and any counsel or accountants retained by the Company or the Board upon reasonable notice during ordinary business hours.

5. Information Furnished to Manager. The Board shall at all times keep the Manager fully informed with regard to the business policies and strategic objectives of the Company and its then-current intentions with respect to the future of the Company. The Board shall notify the Manager promptly of its intention to sell or otherwise dispose of any of the Company’s properties or to acquire or invest in new properties. The Company shall furnish the Manager with such information with regard to its affairs as the Manager may from time to time reasonably request. The Company shall retain legal counsel, accountants and third party consultants to provide such legal and accounting advice, services and opinions as the Manager (subject to Section 2(f)) or the Board shall deem necessary or appropriate to adequately perform the functions of the Company.

6. REIT Qualification; Compliance with Law and Organizational Documents.

(a) Anything else in this Agreement to the contrary notwithstanding, the Manager shall refrain from any activity which, in its good faith judgment, or in the judgment of the Board as transmitted to the Manager in writing, would (a) adversely affect the qualification of the Company as a real estate investment trust as defined and limited in the Code, if and so long as the Company shall continue to seek to qualify as a real estate investment trust, or which would make the Company subject to the Investment Company Act of 1940, as amended (the “1940 Act”), (b) violate any law or rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or over its securities, or (c) not be permitted by the Company’s Declaration of Trust, as in effect from time to time (the “Declaration of Trust”), or Bylaws, except if such action shall be approved by the Board, in which event the Manager shall promptly notify the Board of the Manager’s judgment that such action would adversely affect such qualification, make the Company subject to the 1940 Act or violate any such law, rule, regulation or policy, or the Declaration of Trust or Bylaws, and shall refrain from taking any such action pending further clarification or instructions from the Board. In addition, the Manager shall take such affirmative steps which, in its judgment made in good faith, or in the judgment of the Board as transmitted to the Manager in writing, would prevent or cure any action described in (a), (b) or (c) above.

(b) In furtherance of the foregoing, if and so long as the Company shall continue to seek to qualify as a real estate investment trust, the Manager shall manage the Company’s properties in such a manner that (x) at least ninety-five percent (95%) of the Company’s gross income received or accrued, directly or indirectly, for each taxable year during its term of existence will consist of the following items, in each case as determined for purposes of Code Section 856(c)(2): (a) rents that qualify as rents from real property under Code Section 856(d), (b) gain from the sale or other disposition of real property (including interests in real property and interests in mortgages on real property) which is not property described in Code Section 1221(a)(1), (c) interest, other than interest the determination of which depends in whole or in part on the income or profits of any person, (d) dividends, (e) abatements and refunds of taxes on real property, (f) income and gain derived from foreclosure property as defined in Code Section 856(e), and (g) gain from the sale or other disposition of a real estate asset which is not a prohibited transaction solely by reason of Code Section 857(b)(6), and (y) at least seventy-five percent (75%) of the gross income received or accrued, directly or indirectly, for each taxable year during its term of existence will consist of the following items, in each case as determined for purposes of Code Section 856(c)(3): (i) the items described in clauses (a), (e), (f) and (g) of the foregoing clause (x), (ii) gain from the sale or other disposition of real property (including interests in real property and interests in mortgages on real property) which is not property described in Code Section 1221(a)(1), (iii) interest on obligations secured by mortgages on real property or on interests in real property other than interest the determination of which depends in whole or in part on the income or profits of any person, and (iv) dividends or other distributions on, and gain (other than gain from prohibited transactions) from the sale or other disposition of, transferable shares (or transferable certificates of beneficial interest) in other qualifying “real estate investment trusts”.

7. Manager Conduct.

(a) The Manager, including its officers and other employees, shall adhere to the Company’s Code of Business Conduct and Ethics as in effect from time to time.

(b) Neither the Manager nor any affiliates of the Manager shall sell any property or other assets to the Company or purchase any assets from the Company, directly or indirectly, except as approved by a majority vote of the Independent Board Members. No compensation, commission or remuneration shall be paid to the Manager or any affiliate of the Manager on account of services provided to the Company except as provided by this Agreement, the Property Management Agreement, the New 2027 SPV Property Management Agreement (as hereinafter defined) or otherwise approved by a majority vote of the Independent Board Members.

(c) The Manager may engage in other activities or businesses and act as the manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company. The Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Board Members any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will consider the factors set forth in its allocation policy as in effect from time to time.

(d) The Manager shall make available sufficient experienced and qualified personnel to perform the services and functions set forth in this Agreement, including, without limitation, at the Company’s request, serving as the officers of the Company. The Manager’s personnel shall receive no compensation from the Company for their services to the Company in any such capacities. The Manager shall not be obligated to dedicate any of its personnel exclusively to the Company nor shall the Manager or any of its personnel be obligated to dedicate any specific portion of its or their time to the Company or its business, except as necessary to perform the services set forth in this Agreement.

(e) The Manager’s liability under this Agreement shall be as set forth in Section 16.

8. No Partnership or Joint Venture. The Company and the Manager are not partners or joint venturers with each other and neither the terms of this Agreement nor the fact that the Company and the Manager have joint interests in any one or more investments, ownership in each other (including, without limitation, the Equity Compensation) or ownership or other interests in any one or more entities or may have common officers or employees or a tenancy relationship shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them.

9. Fidelity Bond. The Manager shall not be required to obtain or maintain a fidelity bond in connection with the performance of its services hereunder.

10. Management Fee.

(a) For the period from the date of this Agreement through the day immediately preceding the second anniversary of this Agreement (the “Initial Period”), the Manager shall be paid, for the services rendered by it to the Company pursuant to this Agreement, an annual management fee (the “Management Fee”) equal to $14,000,000.00 (the “Initial Amount”), payable in equal monthly installments of $1,166,666.67 in advance, the first installment of which shall be paid on the date hereof and thereafter on each monthly anniversary of the date hereof (or, if such date is not a business day, the immediately preceding business day)

(b) Following the Initial Period, the Management Fee shall be such amount as is mutually agreed by the Company and the Manager. Beginning on the date that is six (6) months prior to the end of the Initial Period, the Company and the Manager shall commence good faith discussions to determine a Management Fee amount that is mutually acceptable to both parties for each year of term remaining in the Initial Term, it being acknowledged that each party will have a termination right, as set out in Section 17, if for any reason the parties are not able to reach agreement on the Management Fee for the period following the Initial Period.

11. Equity Interest; Board Composition.

(a) In addition to the Management Fee, the Company shall issue to the Manager, on the date hereof and pursuant to the Plan of Reorganization, 2.00% of the Common Equity (which shall not dilute the Common Equity to be issued to the holders of the September 2029 Senior Secured Notes Claims (as defined in the Plan of Reorganization) pursuant to the terms of the Plan of Reorganization, but shall be subject to dilution by the exercise of the New Warrants (as defined in the Plan of Reorganization)) (the “Initial Equity Compensation”). In addition, as and to the extent authorized and issued by the Board pursuant to an incentive plan to be established by the Company following the date hereof, the Manager shall be further entitled to receive additional shares of the Common Equity as the Subsequent Equity Compensation (as defined in the Plan of Reorganization), based on the Company’s satisfaction of certain financial criteria to be established by the Board (the “Subsequent Equity Compensation”).

(b) Pursuant to the Plan of Reorganization, concurrently herewith the Board includes one (1) member, Mr. Adam Portnoy, who has been proposed for that position by the Manager. The Company agrees that it will nominate Mr. Portnoy (or, if applicable, a substitute therefor proposed by the Manager who is an employee, officer or director of Manager and approved by the Company’s nominating and governance committee, acting in good faith), for election to the Board for another year. If, for any reason, the seat originally held by Mr. Portnoy (or a substitute as described above) is vacated prior to the second anniversary of the date of this Agreement for any reason (other than a removal of the holder due to that director becoming a director or officer of another publicly traded office properties real estate investment trust or for any of the other disqualification reasons provided in the Company’s organizational documents – in which case this nomination undertaking will no longer apply), the Company will take such actions as are reasonably available to it to nominate a substitute therefor proposed by the Manager and approved by the Company’s nominating and governance committee, acting in good faith, to fill that seat until the second anniversary. If, for any reason, this Agreement is terminated on or prior to the second anniversary of the date hereof, the Manager will use reasonable best efforts to cause the individual designated by it to fill the above-referenced board seat to resign from that position effective concurrent or immediately following the termination of this Agreement.

12. Internal Audit Services. To the extent applicable, the Manager shall provide to the Company, or arrange to be provided by one or more third party service providers approved by the Board, an internal audit function meeting applicable requirements, if any, of the Stock Exchange and the SEC and otherwise in scope approved by the Audit Committee of the Board, if any; it being understood that Manager is authorized to continue to utilize PricewaterhouseCoopers for that purpose for the remainder of its current term (i.e., through April 2028) unless after the date hereof the Company determines that a change is warranted. In addition to the Management Fee, the Company agrees to reimburse the Manager, within thirty (30) days of the receipt of an invoice therefor, the Company’s pro rata share (as reasonably agreed to by a majority of the Independent Board Members from time to time) of the following, in each case if and to the extent the costs thereof are within a budget therefor that has been approved by the Board in advance:

(a) expenses, if any, of the Manager, or any third party service provider, as applicable, in providing internal audit services to the Company; and

(b) the reasonable travel and other out-of-pocket expenses of the Manager, or any third party service provider, as applicable, relating to the provision of internal audit services to the Company, if any.

In addition, as requested by the Company, the Manager shall make available (which may be by posting to the Company’s website) to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Company and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.

13. Additional Services. If, and to the extent that, the Company shall request the Manager to render services on behalf of the Company other than those required to be rendered by the Manager in accordance with the terms of this Agreement, such additional services shall be compensated separately on terms to be agreed upon by the Manager and the Company (and approved by majority vote of the Independent Board Members) from time to time.

14. Expenses of the Manager. Except as otherwise expressly provided herein or approved by majority vote of the Independent Board Members, the Manager shall bear the following expenses incurred in connection with the performance of its duties under this Agreement:

(a) employment expenses of the personnel employed by the Manager and any Affiliate of the Manager assisting the Manager to perform its obligations hereunder, including, but not limited to, salaries, wages, payroll taxes and the cost of employee benefit plans;

(b) fees and travel and other expenses paid to directors, officers and employees of the Manager, except fees and travel and other expenses of such persons who are officers of the Company incurred in their capacities as officers of the Company;

(c) rent, telephone, utilities, office furniture, equipment and machinery (including computers, to the extent utilized) and other office expenses of the Manager, except to the extent such expenses relate solely to an office maintained by the Company separate from the office of the Manager; and

(d) miscellaneous administrative expenses relating to performance by the Manager of its obligations hereunder.

15. Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expenses, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager:

(a) the cost of borrowed money;

(b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company;

(c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges, if and as applicable;

(d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents;

(e) fees and travel and other expenses paid to Board members (unless such Board members are directors, officers or employees of the Manager) and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company;

(f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 14 above;

(g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and/or Board member indemnity agreement to which the Company is a party;

(h) expenses connected with payments of distributions or interest or contributions in cash or any other form made or caused to be made by the Board to holders of securities of the Company;

(i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities;

(j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above;

(k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 15;

(l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and

(m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager, if any, and payment of any withholding taxes in connection therewith.

In addition, on the date hereof, the Company shall reimburse the Manager $2,980,693.52 as the entire payment due by the Company for all reasonable legal fees and expenses incurred by the Manager in connection with the negotiation of, and entrance into, this Agreement, the Property Management Agreement, the New 2027 SPV Property Management Agreement, the Restructuring Support Agreement and the Definitive Documents (as defined in the Restructuring Support Agreement).

16. Limits of Manager Responsibility; Indemnification; Company Remedies. The Manager assumes no responsibility other than to render the services described herein in good faith and shall not be responsible for any action of the Board in following or declining to follow any advice or recommendation of the Manager. The Manager, its members, officers, employees and affiliates will not be liable to the Company, its shareholders, or others, except by reason of acts constituting bad faith, fraud, willful misconduct or gross negligence in the performance of its obligations hereunder or a material breach of this Agreement. The Company shall reimburse, indemnify and hold harmless the Manager, its members, officers and employees and its affiliates for and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, all reasonable attorneys’, accountants’ and experts’ fees and expenses) in respect of or arising from any act or omission of the Manager with respect to the provision of services by it or performance of its obligations in connection with this Agreement or performance of other matters pursuant to instruction by the Board, except to the extent any such expense, loss, damage, liability, demand, charge or claim was the result of actions or omissions that constituted bad faith, fraud, willful misconduct or gross negligence or a breach of this Agreement of a material nature. Without limiting the foregoing, the Company shall promptly advance expenses incurred by the indemnitees referred to in this section for matters referred to in this section, upon request for such advancement. The Manager shall reimburse, indemnify and hold harmless the Company and its subsidiaries and their affiliates, and the trustees, managers, officers and employees of any of the foregoing from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, all reasonable attorneys’, accountants’ and experts’ fees and expenses) in respect of or arising from any act or omission of the Manager or any of its affiliates constituting bad faith, fraud, willful misconduct or gross negligence or a breach of this Agreement of a material nature.

17. Term, Termination.

(a) The initial term of this Agreement shall continue in force and effect until the date that is five (5) years after the date hereof (the “Initial Term”); thereafter, the term of this Agreement shall be deemed automatically renewed for successive one year terms unless and until this Agreement has been terminated as provided herein.

(b) Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any renewal thereof, may be terminated prior to the expiration of the term:

(i) by the Company, (A) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Company Termination for Convenience”), (B) for Cause, immediately upon written notice to the Manager (such termination, a “Company Termination for Cause”) or (C) by written notice at any time during the period commencing immediately following the date of a Manager Change of Control and ending at midnight on the sixtieth (60th) day following the date on which the Manager has delivered written notice to the Board that a Manager Change of Control has occurred (such termination, a “Company CoC Termination”);

(ii) by the Manager, (A) upon one hundred eighty (180) days’ prior written notice to the Company (such termination, a “Manager Termination for Convenience”)or (B) for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company) (such termination, a “Manager Termination for Cause”);

(iii) by either the Company or the Manager by written notice to the other party given not less than sixty (60) days’ prior to the expiration of the then-current term such that the term shall not be automatically renewed for an additional year, which termination shall be effective as of the end of the then-current term (it being agreed that such termination shall be without cost or fees of any kind; provided that such termination shall not impact any fees or reimbursable expenses accrued or accruing prior to the end of the then-current term);

(iv) by either the Company or the Manager by written notice to the other party given not less than sixty (60) days prior to the first day of any of the final three years of the Initial Term, if the Parties have not agreed on the Management Fee for the ensuing year, which termination shall be effective as of the end of the then-current term; or

(v) as a result of a Modification Termination, subject to the notice provision included in Section 3 of this Agreement.

(c) Notwithstanding any other provision of this Agreement to the contrary, (i) after the occurrence and during the continuance of a Default (as defined in the New 2027 Senior Secured Notes Indenture (as defined in the Plan of Reorganization)), this Agreement may be terminated solely as to Office Properties Intermediate Holdco I Trust LLC, a Delaware limited liability company (the “New 2027 SPV Holdco”), and any of its subsidiaries (collectively, together with the New 2027 SPV Holdco, the “New 2027 SPV Group”) by Office Properties Intermediate Holdco II Trust LLC, a Delaware limited liability company (the “New 2027 SPV”), by written notice to each of the Company and the Manager.

(d) Any notice of termination shall include the reason for such termination.

(e) (i) If the Property Management Agreement is terminated in accordance with its terms, this Agreement shall automatically terminate concurrently therewith. (ii) If either of (a) the New 2027 SPV Property Management Agreement or (b) the Parent-SPV Services Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time) is terminated in accordance with its terms, this Agreement shall automatically terminate solely with respect to the New 2027 SPV Group concurrently therewith. For the avoidance of doubt, no partial termination pursuant to Section 17(c) above or this Section 17(e) shall affect the Manager’s compensation hereunder.

(f) In the event of a Covered Termination that will be effective prior to the date that is two (2) years after the date hereof, the Company shall pay to the Manager promptly following the date of such Covered Termination an amount in cash (the “Termination Fee”) equal to the aggregate amount of the Management Fee that would have been paid or payable to the Manager through the date that is two (2) years after the date of this Agreement absent such termination less the aggregate amount of the Management Fee actually paid to the Manager through the date of such termination (i.e., $28 million less the Management Fee actually paid to Manager). For the avoidance of doubt, no more than one Termination Fee shall be payable under this Agreement and the Property Management Agreement.

(g) The Termination Fee shall not be payable in the event of (i) a Company Termination for Cause, (ii) a Company CoC Termination, (iii) a Manager Termination for Convenience or (iv) a termination solely with respect to New 2027 SPV Group pursuant to Section 17(c) or Section 17(e)(ii). The Termination Fee shall not be payable if this Agreement is terminated for any reason with an effective date after the date that is two (2) years after the date hereof.

(h) The provisions of this Section 17 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Termination Fee is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Termination Fee shall not affect other rights and obligations created under Sections 2, 13, 16, 17 and 18 of this Agreement or otherwise between the Company and the Manager.

(i) For the avoidance of doubt, this Agreement shall not require the Manager to provide any services to any Person (or with respect to the assets of any Person) other than the Company and its subsidiaries. Accordingly, following any foreclosure by any lender or other creditor upon the equity interests of any subsidiary of the Company or any other assets of the Company or any of its subsidiaries, the Manager shall not be required hereunder to provide any services to such subsidiary or with respect to such assets.

18. Action Upon Termination. From and after the effective date of any termination of this Agreement, the Manager shall be entitled to no compensation (other than the Termination Fee) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 18, all compensation due for services performed prior to the effective date of such termination. Upon such termination, the Manager shall as promptly as practicable:

(a) pay over to the Company all monies collected and held for the account of the Company by the Manager pursuant to this Agreement, after deducting therefrom any accrued Management Fee, the Termination Fee (if applicable) and any reimbursements for costs or expenses to which it or any of its Affiliates is then entitled;

(b) deliver to the Board a full and complete accounting, including a statement showing all sums collected by it for the Company and a statement of all sums held by it for the Company for the period commencing with the date following the date of its last accounting to the Board; and

(c) deliver to the Board all property and documents of the Company then in its custody or possession; provided, that the Manager shall be permitted to retain copies of such documents for its records, subject to the condition that, if and to the extent the Manager elects to retain any such documents containing confidential, proprietary or other non-public information of the Company or any of its subsidiaries, the Manager will, and will cause its affiliates and its and their representatives to, preserve that information as strictly confidential and will not share it with any third parties (except as required by applicable law or compulsory legal process) or use any such information for any purpose other than the winding down of its engagement as manager hereunder or as otherwise required by law or compulsory legal process (if applicable).

Any accrued and unpaid Management Fee and, to the extent applicable, any Termination Fee due upon termination shall be due and payable on the date of termination. A copy of all computations of the Management Fee and, to the extent applicable, the Termination Fee, shall be delivered by the Manager to the Company by the date of termination.

The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30), and the Manager shall return the unearned portion of Management Fee to the Company concurrent with termination of this Agreement.

In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the business management services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company and its subsidiaries.

19. Board Action. Unless otherwise specified herein, wherever action on the part of the Board is contemplated by this Agreement, action by a majority of the Board shall constitute the action provided for herein.

20. BOARD AND SHAREHOLDERS NOT LIABLE. THE DECLARATION OF TRUST OF THE COMPANY, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS, IS DULY FILED IN THE OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME OFFICE PROPERTIES INCOME TRUST REFERS TO THE TRUSTEES COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY. NO TRUSTEE (OR PERSON SERVING AS DIRECTOR, MANAGER OR OTHER SUBSTITUTE THEREFOR WITH RESPECT TO THE COMPANY), OFFICER, SHAREHOLDER, OTHER EQUITYHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY. ALL PERSONS OR ENTITIES DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

21. Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) on the next business day if transmitted by a nationally recognized overnight courier, or (c) on the third (3rd) business day following mailing by first class mail, postage prepaid, in each case as follows (or at such other United States address for a party as shall be specified by like notice):

If to the Company:

Office Properties Income Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458

Attention: Yael Duffy and Brian Donley

E-mail: YDuffy@rmrgroup.com and BDonley@rmrgroup.com

If to the Manager:

The RMR Group LLC

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458

Attn: Adam Portnoy; Lindsey Getz

22. Amendments. This Agreement shall not be amended, changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by each of the parties hereto, or by their respective successors or assigns, or otherwise as provided herein. Notwithstanding anything to the contrary herein, no amendment, change or modification to the terms of this Agreement shall, absent the consent of the board of directors (or replacement governing body) of the New 2027 SPV (including the affirmative consent of the independent director thereon), (i) make the New 2027 SPV Group liable for the Termination Fee or any other termination or similar fee hereunder, (ii) impose obligations on the New 2027 SPV Group that are disproportionately adverse to the New 2027 SPV Group by comparison to the obligations of the Company and its subsidiaries (other than the New 2027 SPV Group) under this Agreement or (iii) modify Section 17(c), the second sentence of this Section 22 or the proviso in Section 25.

23. Assignment. Neither party may assign this Agreement or its rights hereunder or delegate its duties hereunder without the written consent of the other party, except that: (a) the Manager may assign this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent and assumes the Manager’s obligations hereunder in a written instrument of assignment a copy of which is delivered to the Company promptly following such assignment; and (b) (i) the Company may assign this Agreement or its rights hereunder to any Person that is then and remains Controlled by the Company and (ii) the Company may assign this Agreement or its rights hereunder to any Person in connection with a merger or other consolidation involving the Company with or into that Person or in connection with a sale of all or substantially all of the assets of the Company to such Person; provided that, in any such case addressed in this clause (b), the assignee assumes all of the assignor’s obligations hereunder in a written instrument of assignment, a copy of which is delivered to Manager promptly following such assignment; provided further that nothing in this clause (b) shall abrogate any other right of the Manager under this Agreement (including, without limitation, any right to terminate this Agreement) arising from any transaction relating to any such assignment. No assignment permitted hereunder shall release the assignor from any of its obligations hereunder.

24. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, any successors or permitted assigns of the parties hereto as provided herein.

25. No Third Party Beneficiary. Except as otherwise provided in Section 16 and Section 27(i), no person or entity other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement; provided that the New 2027 SPV is an intended third-party beneficiary of Section 17(c) and the second sentence of Section 22.

26. Governing Law. The provisions of this Agreement and any Dispute (as defined below), whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Maryland without regard to principles of conflicts of law.

27. Arbitration.

(a) Any disputes, claims or controversies arising out of or relating to this Agreement, the provision of services by the Manager pursuant to this Agreement or the transactions contemplated hereby, including any disputes, claims or controversies brought by or on behalf of the Company or the Manager or any holder of equity interests (which, for purposes of this Section 27, shall mean any holder of record or any beneficial owner of equity interests or any former holder of record or beneficial owner of equity interests) of the Company or the Manager, either on his, her or its own behalf, on behalf of the Company or the Manager or on behalf of any series or class of equity interests of the Company or Manager or holders of any equity interests of the Company or the Manager against the Company or the Manager or any of their respective trustees, directors, members, officers, managers (including the Manager or its successor), agents or employees, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement or the governing documents of the Company or the Manager (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute or Disputes, be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 27. For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against the trustees, directors, officers or managers of the Company or the Manager and class actions by a holder of equity interests against those individuals or entities and the Company or the Manager. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Section 27, the term “equity interest” shall mean, (i) in respect of the Company, shares of beneficial interest or, if applicable, other common equity interests of the Company and (ii) in respect of the Manager, “membership interest” in the Manager as defined in the Maryland Limited Liability Companies Act.

(b) There shall be three (3) arbitrators. If there are only two (2) parties to the Dispute, each party shall select one (1) arbitrator within fifteen (15) days after receipt by respondent of a copy of the demand for arbitration. The arbitrators may be affiliated or interested persons of the parties. If there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one (1) arbitrator within fifteen (15) days after receipt of the demand for arbitration. The arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either a claimant (or all claimants) or a respondent (or all respondents) fail(s) to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request AAA to provide a list of three (3) proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten (10) days from the date AAA provides the list to select one (1) of the three (3) arbitrators proposed by AAA. If the party (or parties) fail(s) to select the second (2nd) arbitrator by that time, the party (or parties) who have appointed the first (1st) arbitrator shall then have ten (10) days to select one (1) of the three (3) arbitrators proposed by AAA to be the second (2nd) arbitrator; and, if he/they should fail to select the second (2nd) arbitrator by such time, AAA shall select, within fifteen (15) days thereafter, one (1) of the three (3) arbitrators it had proposed as the second (2nd) arbitrator. The two (2) arbitrators so appointed shall jointly appoint the third (3rd) and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen (15) days of the appointment of the second (2nd) arbitrator. If the third (3rd) arbitrator has not been appointed within the time limit specified herein, then AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c) The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d) There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators. For the avoidance of doubt, it is intended that there shall be no depositions and no other discovery other than limited documentary discovery as described in the preceding sentence.

(e) In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the State of Maryland. Any arbitration proceedings or award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Award shall be in writing and shall state the findings of fact and conclusions of law on which it is based. Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Subject to Section 27(g), each party against which the Award assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following the date of the Award or such other date as the Award may provide.

(f) Except to the extent expressly provided by this Agreement or as otherwise agreed by the parties thereto, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), unless the arbitrators shall render an award that shifts any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, awards any portion of the Company’s or the Manager’s, as applicable, award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third (3rd) appointed arbitrator.

(g) Notwithstanding any language to the contrary in this Agreement, the Award, including but not limited to, any interim Award, may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”). The Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of the Award by filing a notice of appeal with any AAA office. Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof. For the avoidance of doubt, and despite any contrary provision of the Appellate Rules, Section 27(f) hereof shall apply to any appeal pursuant to this Section and the appeal tribunal shall not render an award that would include shifting of any costs or expenses (including attorneys’ fees) of any party.

(h) Following the expiration of the time for filing the notice of appeal, or the conclusion of the appeal process set forth in Section 27(g), the Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between those parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(i) This Section 27 is intended to benefit and be enforceable by the Company, the Manager and their respective holders of equity interests, trustees, directors, officers, managers (including the Manager or its successor), agents or employees, and their respective successors and assigns and shall be binding upon the Company, the Manager and their respective holders of equity interests, and be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

28. Consent to Jurisdiction and Forum. The exclusive jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall lie in any federal or state court located in Baltimore, Maryland. By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action. The parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The parties further agree and consent to the service of any process required by any such court by delivery of a copy thereof in accordance with Section 21 and that any such delivery shall constitute valid and lawful service of process against it, without necessity for service by any other means provided by statute or rule of court. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROVISION OF SERVICES BY THE MANAGER PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Notwithstanding anything herein to the contrary, if a demand for arbitration of a Dispute is made pursuant to Section 27, this Section 28 shall not preempt resolution of the Dispute pursuant to Section 27.

29. Captions. The captions included herein have been inserted for ease of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

30. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any pre-existing agreements with respect to such subject matter. This Agreement constitutes an integral part of, and a condition to, the transactions contemplated by the Restructuring Support Agreement.

31. Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

32. Survival. The provisions of Section 2 (limited to the obligation of the Company to indemnify the Manager for matters provided thereunder) and Sections 16 through and including 36 of this Agreement shall survive the termination hereof. Any termination of this Agreement shall be without prejudice to the rights of the parties hereto accrued prior to the termination or upon termination.

33. Other Agreements. (i) The Company, on behalf of itself and certain of its subsidiaries, and the Manager are also parties to a Third Amended and Restated Property Management Agreement, dated as of the date hereof, as in effect from time to time (the “Property Management Agreement”) and (ii) the New 2027 SPV Holdco, the New 2027 SPV, on behalf of itself and certain of its subsidiaries, and the Manager are parties to a New 2027 SPV Property Management Agreement, dated as of the date hereof, as in effect from time to time (the “New 2027 SPV Property Management Agreement”). The parties agree that this Agreement does not include or otherwise address the rights and obligations of the parties under the Property Management Agreement or the New 2027 SPV Property Management Agreement and that each of the Property Management Agreement and the New 2027 SPV Property Management Agreement provides for its own separate rights and obligations of the parties thereto, including without limitation separate compensation payable by (x) the Company and the other Owners (as defined in the Property Management Agreement) to the Manager thereunder for services to be provided by the Manager pursuant to the Property Management Agreement and (y) the New 2027 SPV and the other Owners (as defined in the New 2027 SPV Property Management Agreement) to the Manager thereunder for services to be provided by the Manager pursuant to the New 2027 SPV Property Management Agreement.

34. Equal Employment Opportunity Employer. The Manager is an equal employment opportunity employer and complies with all applicable state and federal laws to provide a work environment free from discrimination and without regard to race, color, sex, sexual orientation, national origin, ancestry, religion, creed, physical or mental disability, age, marital status, veteran’s status or any other basis protected by applicable laws.

35. Defined Terms. Any capitalized term used herein but not defined shall be given the meaning set forth in Exhibit A attached hereto.

36. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”), including by electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, to the extent and as provided for in any applicable law, shall be effective as delivery of a manually executed counterpart hereof.

[Signature Page To Follow]

IN WITNESS WHEREOF, the Parties have executed this Third Amended and Restated Business Management Agreement as of the date first above written.

OFFICE PROPERTIES INCOME TRUST

By: /s/ Lindsey Getz_____________

Name: Lindsey Getz

Title: Secretary

THE RMR GROUP LLC

By: /s/ Matthew C. Brown_________

Name: Matthew C. Brown

Title: Executive Vice President, Chief Financial Officer and Treasurer

Exhibit A

Definitions

The following definitions shall be applied to the terms used in the Agreement for all purposes, unless otherwise clearly indicated to the contrary. All capitalized terms used in this Exhibit A but not defined in this Exhibit A shall have the respective meanings given to those terms in the Agreement. Unless otherwise noted, all section references in this Exhibit A refer to sections in the Agreement.

(1) “Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person.

(2) “Bankruptcy Code” shall mean title 11 of the United States Code.

(3) “Bankruptcy Court” shall mean the United States Bankruptcy Court for the Southern District of Texas, Houston Division.

(4) “Cause” shall mean: (i) the Manager engages in any act that constitutes bad faith, fraud, willful misconduct or gross negligence in the performance of its obligations under this Agreement; (ii) a default by the Manager in the performance or observance of any material term, condition or covenant contained in this Agreement to be performed by the Manager, the consequence of which is a Material Adverse Effect; (iii) the Manager or Parent is convicted of a felony; (iv) any executive officer or senior manager of the Manager or of Parent is convicted of a felony or other crime, whether or not a felony, involving his or her duties as an employee of the Manager and who is not promptly discharged and any actual loss suffered by the Company as a result of such felony or crime is not promptly reimbursed; (v) any involuntary proceeding is commenced against the Manager or Parent seeking liquidation, reorganization or other relief with respect to the Manager or Parent or, in either case, its debts under bankruptcy, insolvency or similar law and such proceeding is not dismissed in one hundred twenty (120) days; or (vi) the Manager or Parent authorizes the commencement of a voluntary proceeding seeking liquidation, reorganization or other relief with respect to the Manager or Parent or, in either case, its debts under bankruptcy, insolvency or similar law or the appointment of a trustee, receiver, liquidator, custodian or similar official of the Manager or any substantial part of its property.

(5) “Chapter 11 Cases” shall mean the cases pursuant to chapter 11 of the Bankruptcy Code of the Company and certain of its subsidiaries commenced in the Bankruptcy Court and jointly administered under case number 25-90530 (CML).

(6) “Charitable Organization” shall mean an organization that is described in section 501(c)(3) of the Code (or any corresponding provision of a future United States Internal Revenue law) which is exempt from income taxation under section 501(a) thereof.

(7) “Company Change of Control” shall mean the occurrence of any of the following events:

(i) any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act, except that any person shall be deemed to beneficially own securities such person has a right to acquire whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of fifty percent (50%) or more of the then-outstanding voting power of the voting securities of the Company;

(ii) the consummation of any direct or indirect sale, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; provided that an event pursuant to this clause (ii) will not be considered to have occurred if (A) the transferee expressly assumes the rights and obligations of the Company under this Agreement pursuant to an agreement reasonably acceptable to Manager and (B) Persons owning at least a majority of each of the economic rights of the equity interests of the Company and the voting power of the voting securities of the Company immediately prior to the relevant transaction or series of related transactions own a majority of each of the economic rights of the equity interests of the transferee and the voting power of the voting securities of the transferee immediately following the relevant transaction or series of related transactions and Continuing Company Board Members constitute a majority of the board or other comparable managing body of the transferee immediately following the relevant transaction or series of related transactions; provided further that, following an event satisfying the requirements set forth in the immediately preceding proviso, each reference to the Company shall be deemed to be instead a reference to such transferee; or

(iii) at any time, the Continuing Company Board Members cease for any reason to constitute the majority of the members of the Board.

Notwithstanding the foregoing, a change in ownership or control of the Company (or any successor), or a transfer of all or substantially all of the assets of the Company (or any successor) to an entity, will not be considered a Company Change of Control (and, for certainty, also will be permitted and will not give rise to any right on the part of Manager to terminate this Agreement) if (a) if not the Company, the successor or transferee, as applicable, expressly assumes the rights and obligations of the Company under this Agreement pursuant to an agreement reasonably acceptable to Managing Agent and (b) following such change or transfer, any combination of the following persons and/or entities will own, directly or indirectly, a majority each of the economic rights of the equity interests of the Company (or its successor) or the transferee, as applicable, and the voting rights of the voting securities of the Company (or its successor) or the transferee, as applicable: (i) any fund or vehicle that is managed or advised by Helix Partners Management LP or any successor to all or substantially all of the business thereof, or any entity directly or indirectly controlled or managed by any of the foregoing, (ii) any fund or vehicle that is managed or advised by Redwood Capital Management, LLC or any successor to all or substantially all of the business thereof, or any entity directly or indirectly controlled or managed by any of the foregoing, and (iii) Mr. Adam Portnoy, Manager or Parent, any successor to all or substantially all of the business of such entity or any entity directly or indirectly controlled or managed by any of the foregoing. Following an event satisfying the requirements set forth in the immediately preceding sentence, each reference in this Agreement to the Company shall be deemed to be instead a reference to such transferee.

(8) “Common Equity” shall mean the common equity interests of the Company.

(9) “Confirmation Order” shall mean the Order Confirming Fourth Amended Joint Chapter 11 Plan of Reorganization of Office Properties Income Trust and Its Debtor Subsidiaries [Docket No. 1241], entered by the Bankruptcy Court on April 22, 2026.

(10) “Continuing Company Board Members” shall mean, as of any date of determination, any member of the Board who was (i) a member of the Board as of the date of this Agreement, (ii) a member of the Board appointed promptly following the date of this Agreement in accordance with Section 5.13(a) of the Plan of Reorganization or (iii) nominated for election or elected to the Board by, or whose election to the Board was made or approved by, the affirmative vote of a majority of Continuing Company Board Members who were members of the Board at the time of such nomination or election.

(11) “Continuing Parent Directors” shall mean, as of any date of determination, any member of the board of directors of Parent who was (i) a member of the board of directors of Parent as of the date of this Agreement or (ii) nominated for election or elected to the board of directors of Parent by, or whose election to the board of directors of Parent was made or approved by, (x) the affirmative vote of a majority of Continuing Parent Directors who were members of the board of directors of Parent at the time of such nomination or election or (y) so long as Parent is Controlled by Adam D. Portnoy, Adam D. Portnoy.

(12) “Control” of an entity, shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise and the participles “Controls” and “Controlled” have parallel meanings.

(13) “Covered Termination” shall mean a Company Termination for Convenience, a Manager Termination for Cause or a Modification Termination.

(14) “Equity Compensation” shall mean the Initial Equity Compensation and the Subsequent Equity Compensation.

(15) “Good Reason” shall mean: (i) a default by the Company in the performance or observance of any material term, condition or covenant contained in this Agreement to be performed by the Company, the consequence of which was materially adverse to the Manager and which did not result from and was not attributable to any action, or failure to act, of the Manager, and such default shall continue for a period of sixty (60) days (or ninety (90) days if the Company takes steps to cure such default within thirty (30) days of written notice to the Company) after written notice thereof by the Manager specifying such default and requesting that the same be remedied in such sixty (60) day period or (ii) the occurrence of a Company Change of Control.

(16) “Law” means any law, statute, ordinance, rule, regulation, directive, code or order enacted, issued, promulgated, enforced or entered by any governmental entity.

(17) “Manager Change of Control” shall be deemed to have occurred upon any of the following events:

(i) any “person” or “group” (as such terms are used in Sections 13(d) of the Exchange Act), other than a Permitted Manager Transferee or a Person to whom the Manager would be permitted to assign this Agreement pursuant to Section 23 of this Agreement, becomes the “beneficial owner” (as defined in Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act, except that any person shall be deemed to beneficially own securities such person has a right to acquire whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of fifty percent (50%) or more of the then-outstanding voting power of the voting securities of the Manager and/or Parent, as applicable;

(ii) the consummation of any direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Manager (including securities of the Manager’s subsidiaries) on a consolidated basis, except the transfer of outstanding voting power of the voting securities of the Manager or Parent to a Permitted Manager Transferee or if the transaction constitutes a permissible assignment under Section 23 of this Agreement; or

(iii) at any time, Adam D. Portnoy ceases to Control the Manager.

provided, however, that if the Manager is no longer a subsidiary of Parent as a result of a transaction not constituting a Manager Change of Control, then a Manager Change of Control shall be deemed to have occurred upon any of the foregoing events that affect the Manager only (and no Manager Change of Control shall be deemed to have occurred if such event affects Parent only and not the Manager).

(18) “Material Adverse Effect” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects and occurrences, has had a material adverse effect on the business, results of operations or financial condition of the Company and its subsidiaries.

(19) “Parent” shall mean The RMR Group Inc., a Maryland corporation.

(20) “Permitted Manager Transferee” shall mean: (A) Parent or any of its Controlled subsidiaries; (B) any employee benefit plan of the Manager, Parent or any of their respective Controlled subsidiaries; (C) Adam D. Portnoy; (D) any entity Controlled by any Person or Persons described in clause (B) or (C) of this definition; (E) a Charitable Organization Controlled by any Person or Persons described in clause (C) of this definition; (F) an entity owned, directly or indirectly, by shareholders (or equivalent) of the Manager or Parent in substantially the same proportions as their ownership of the Manager or Parent, as applicable, immediately prior to the acquisition of beneficial ownership; or (G) any Person approved by the Company in writing; provided, however, that any subsidiary described in clause (A) or clause (B) or any Person described in clause (D) or clause (E) shall only be a Permitted Manager Transferee if it is, and so long as it remains, Controlled, as provided in clause (A), clause (B), clause (D) or clause (E), as applicable.

(21) “Person” shall mean an individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture or any other organization or entity, whether or not a legal entity.

(22) “Plan of Reorganization” shall mean the Fourth Amended Joint Chapter 11 Plan of Reorganization of Office Properties Income Trust and Its Debtor Affiliates [Docket No. 1223], filed in the Chapter 11 Cases on April 21, 2026 (as amended, supplemented or otherwise modified from time to time, including, without limitation, by the Confirmation Order, together with all exhibits and schedules thereto), as confirmed by the Confirmation Order and made effective on June 17, 2026.

(23) “Restructuring Support Agreement” shall mean the Restructuring Support Agreement, dated as of October 30, 2025, by and among the Company, the Consenting September 2029 Senior Secured Noteholders (as defined therein) from time to time party thereto and the Manager.

(24) “Stock Exchange” shall mean the national securities exchange (as defined under the Exchange Act), if any, on which the common equity of the Company is principally traded.

Exhibit B

Form of Officer’s Certificate

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## EX-10.2

SEC source: [rmr_6302026xexx102xopipmf.htm](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr_6302026xexx102xopipmf.htm)

Exhibit 10.2      Execution Version

THIRD AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT

THIS THIRD AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2026, by and among The RMR Group LLC, a Maryland limited liability company (“Managing Agent”), and Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), on behalf of itself and those of its subsidiaries as may from time to time own properties subject to this Agreement (but specifically excluding the New 2027 SPV Group as defined in Exhibit A below) (each of the Company and such subsidiaries, an “Owner” and, collectively, the “Owners”).

W I T N E S S E T H:

WHEREAS, Managing Agent and the Owners are parties to a Second Amended and Restated Property Management Agreement, dated as of June 5, 2015 (as amended, supplemented or otherwise modified from time to time prior to the date of this Agreement, the “Original Agreement”), pursuant to which the Owners have engaged Managing Agent to manage the properties now owned or hereafter acquired by the Company and each of its subsidiaries; and

WHEREAS, Managing Agent and the Owners wish to continue the Original Agreement in force and effect with respect to all such properties, but, for the avoidance of doubt specifically excluding, however, (i) any properties owned by the New 2027 SPV Group and (ii) the properties set forth on Exhibit G hereto, which are subject to standalone property management agreements (the properties described in clauses (i) and (ii), collectively, the “Excluded Properties”; and such properties now or hereafter owned by the Company and each of its subsidiaries, but excluding the Excluded Properties, individually or collectively, as context may require, the “Managed Premises”), and the services to be performed and the fees to come due with respect to such services, but wish to amend and restate the Original Agreement as hereinafter provided, effective with respect to services performed and fees due with respect to such services after the date of this Agreement;

NOW, THEREFORE, in consideration of the premises and the agreements herein contained, Owners and Managing Agent hereby agree that the Original Agreement is hereby amended and restated to read in its entirety as follows:

1. Engagement. Subject to the terms and conditions hereinafter set forth, the Owners hereby continue to engage Managing Agent to provide the property management and administrative services with respect to the Managed Premises contemplated by this Agreement. Managing Agent hereby accepts such continued engagement by the Owners as managing agent and agrees to devote such time, attention and effort as may be appropriate to operate and manage each of the Managed Premises in a diligent, orderly, efficient and commercially reasonable manner, in each case consistent with the standards of professional property managers managing similar institutional-quality office properties in the market in which the relevant Managed Premises is located. Managing Agent may subcontract out some or all of its obligations hereunder to third parties; provided, however, that, in any such event, Managing Agent shall be and remain primarily liable to the Owners for performance hereunder. All the parties acknowledge and agree that any provisions in this Agreement calling for action, consent or otherwise from any Owner can only be given or exercised by such Owner if the action, consent or other determination has been presented to and approved by the Board.

Notwithstanding anything to the contrary set forth in this Agreement (and as a supplement to the requirements of Section 24), the services to be provided by Managing Agent hereunder shall exclude all services (including, without limitation, any garage management or cafeteria management services) whose performance by a manager to any Owner could give rise to an Owner’s receipt of “impermissible tenant service income” as defined in Section 856(d)(7) of the Internal Revenue Code of 1986 (as amended or superseded hereafter, the “Code”) or could in any other way jeopardize an Owner’s federal or state tax qualification as a real estate investment trust.

2. General Parameters. Any or all services may be performed or goods may be purchased by Managing Agent under arrangements jointly with or for other properties owned or managed by Managing Agent and the costs shall be reasonably apportioned. Managing Agent may employ personnel who are assigned to work exclusively at the Managed Premises or partly at the Managed Premises and other buildings owned and/or managed by Managing Agent. Wages, benefits and other related costs of centralized accounting personnel and employees employed by Managing Agent and assigned to work exclusively or partly at the Managed Premises shall be fairly apportioned and reimbursed, pro rata, by the Owners in addition to the Fee and the Construction Supervision Fee (each as defined in Section 6).

3. Duties. Without limitation (but subject in all respects to the other limitations provided for in this Agreement, as applicable), Managing Agent agrees to perform the following specific duties:

(a) To seek tenants for each of the Managed Premises in accordance with market rents and to negotiate leases, including renewals thereof, and to lease space to tenants, at rentals, and for periods of occupancy all on market terms; provided, however, that the consent of the relevant Owner shall be required with respect to any lease that falls within the following parameter, in each case as the same may hereafter be expanded or narrowed by action of the Board and written notice thereof to Managing Agent: (i) a lease or renewal or extension thereof, that contemplates expenditures (whether consisting of tenant improvements, lease concessions or otherwise) by the Owners in excess of $1,000,000 or (ii) a lease that involves leased premises in excess of 20,000 square feet. To employ appropriate means in order that the availability of rental space is made known to potential tenants, including, but not limited to, the employment of realtors, brokers and leasing agents. The brokerage and legal expenses of negotiating such leases and leasing such space at any Managed Premises shall be paid by the Owners.

(b) To collect all rents and other income from each of the Managed Premises and to give receipts therefor, both on behalf of the relevant Owner, and deposit such funds in such banks and such accounts as are named, from time to time, by the relevant Owner, in agency accounts for and under the name of the relevant Owner. Managing Agent shall be empowered to sign disbursement checks on these accounts. Managing Agent may also use pooled bank accounts for the benefit of multiple Owners, provided that (i) doing so does not involve comingling the funds of any Owner with funds of any other Person that is not an Owner, (ii) doing so does not violate the terms of any financing or other contractual obligation of any Owner applicable thereto, and (iii) Managing Agent maintains separate records and accountings of such funds of each Owner.

(c) To negotiate and make contracts for and to supervise any repairs and/or alterations to the Managed Premises, including tenant improvements required under leases or otherwise in compliance with Section 7 hereof, in each case on reasonable commercial terms.

(d) For the Owners’ account and at their expense, to hire, supervise and discharge employees as required for the efficient operation and maintenance of the Managed Premises.

(e) To obtain, at the Owners’ expense, appropriate insurance for each of the Managed Premises protecting the Owners and Managing Agent while acting on behalf of the Owners against all normally insurable risks relating to such Managed Premises and complying with the requirements of the Owners’ mortgagee, if any, and to cause the same to be provided and maintained by all tenants with respect to each of the Managed Premises to the extent required by the terms of such tenants’ leases. Notwithstanding the foregoing, the Owners may determine to purchase insurance directly for their own account.

(f) To promptly notify the applicable insurance carriers, as required by the applicable policies, of any casualty or injury to person or property at the Managed Premises covered thereby, and complete customary reports in connection therewith on the relevant Owner’s behalf.

(g) To procure all supplies, other materials and services as may be necessary for the proper operation of the Managed Premises, at the Owners’ expense.

(h) To pay promptly from rental receipts, other income derived from the Managed Premises, or other monies made available by Owners for such purpose, all costs incurred in the operation of the Managed Premises which are expenses of Owners hereunder, including wages or other payments for services rendered, invoices for supplies or other items furnished in relation to the Managed Premises, and pay over forthwith the balance of such rental receipts, income and monies to Owners or as Owners shall from time to time direct. In the event that the sum of the expenses to operate and the compensation due Managing Agent exceeds gross receipts in any month and no excess funds from prior months are available for payment of such excess, Owners shall pay promptly the amount of the deficiency thereof to Managing Agent upon receipt of statements therefor.

(i) To keep Owners apprised of any material developments in the operation of the Managed Premises on a reasonably current basis.

(j) To establish reasonable rules and regulations for tenants of the Managed Premises.

(k) On behalf of and in the name of the relevant Owner, to institute or defend, as the case may be, any and all legal actions or proceedings relating to the operation of the Managed Premises (subject to the limitation at the end of this Section 3).

(l) To maintain the books and records of each Owner reflecting the management and operation of each of the Managed Premises, making available for reasonable inspection and examination by the Owners or their retained counsel, accountants and other representatives all books, records and other financial data relating to the Managed Premises at the place where the same are maintained.

(m) To prepare and deliver to tenants of each of the Managed Premises such statements of expenses or other information as shall be required on the landlord’s part to be delivered to such tenants for computation of rent, additional rent, pass-through items, year-end reconciliations or any other reason.

(n) To aid, assist and cooperate with Owners in matters relating to taxes and assessments and insurance loss adjustments, notify Owners of any tax increase or special assessments relating to the Managed Premises and to enter into contracts for tax abatements services.

(o) To provide such emergency services as may be required for the efficient management and operation of the Managed Premises on a twenty-four (24)-hour basis.

(p) To enter into contracts on commercially reasonable terms for utilities (including, without limitation, water, fuel, electricity and telephone) and for building services (including, without limitation, cleaning of windows, common areas and tenant space, ash, rubbish and garbage hauling, snow plowing, landscaping, carpet cleaning and vermin extermination), and for other services as are appropriate to the Managed Premises (subject to the limitations at the end of this Section 3).

(q) To seek market terms for all items purchased or services contracted by it under this Agreement.

(r) To, from time to time, or at any time requested by the Board, make reports of its performance of the foregoing services to the Company.

(s) To provide regular reports to the Company in each case as set out on Exhibit B hereto and such additional updates and other information as may be reasonably requested by the Company.

(t) To prepare and submit an annual business plan and an annual operating budget for the Managed Premises; it being agreed, however, that all such activities relating to the preparation, submission and administration thereof shall be carried out in accordance with Section 7 below.

Notwithstanding anything to the contrary set forth herein, absent consent of the Company, Managing Agent shall not take any action set forth on Exhibit C attached hereto, as the same may be modified from time to time by action of the Company in accordance with the terms of this paragraph. Section 3 of the New 2027 SPV Property Management Agreement (as such term is defined below) provides that the limitations on Exhibit C will be construed as also applying as limitations with respect to management of Excluded Premises (with consent with respect to actions set forth thereon relating to the Excluded Premises to be provided by the New 2027 SPV (as opposed to the Company)). If the Company intends to exercise its right to modify Exhibit C, it will do so by written notice to Managing Agent (the “Modification Notice”) and the modification shall become effective as promptly as reasonably practicable for Managing Agent following Managing Agent’s receipt of the Modification Notice; provided that, if and to the extent any such modification to Exhibit C, individually or in the aggregate with others, would impose additional limitations on the scope of Managing Agent’s authority or increase in any material respect Managing Agent’s scope or volume of work or change in any material respect the nature or amount of services to be provided by Managing Agent hereunder (or, if the changes applies to any Excluded Premises, the services to be provided by Managing Agent under the New 2027 SPV Property Management Agreement), and, in any such case, the change also would increase in any material respect the amount of costs or expenses Managing Agent expects to incur in performing its obligations hereunder (or, if applicable, under the New 2027 SPV Property Management Agreement), as determined by Managing Agent acting reasonably, Managing Agent shall promptly (and in any case, within ten (10) business days of Managing Agent’s receipt of the Modification Notice), notify the Company thereof and of the anticipated increased cost of the change (any such notice, a “Manager Change Notice”). If Managing Agent delivers such Manager Change Notice to the Company within the time provided above, the Company shall enter into good faith negotiations with Managing Agent to determine an appropriate modification to Managing Agent’s compensation and expense reimbursement hereunder to address that increase and, in that case, the proposed modification underlying such Manager Change Notice, to the extent it has been identified by Managing Agent as increasing in any material respect the amount of costs or expenses Managing Agent expects to incur in compliance therewith, shall be deferred until the date on which the Company and Managing Agent have agreed on a modification to Managing Agent’s compensation and expense reimbursement hereunder in respect thereof and such modification shall have become effective (and, for the avoidance of doubt, shall be deemed not to have gone into effect at any time prior to such date). If Managing Agent and the Company are not able to agree on the necessary modifications to Managing Agent’s compensation and expense reimbursement and the Company has not withdrawn the modification to Exhibit C that was giving rise to the disputed compensation and expense reimbursement shortfall by notice delivered to Managing Agent, in each case prior to the date that is thirty (30) days following the receipt by the Company of the relevant Manager Change Notice, this Agreement may be terminated by either Managing Agent or the Company by written notice to the other party (a “Modification Termination”), and, if such termination notice is given by the Company it will take effect on the date specified in the notice and if the notice is given by Managing Agent it will take effect on the sixtieth (60th) day following the date the Company receives the termination notice from Managing Agent (or, in either case, such other date as may be mutually agreed between the Company and Managing Agent). If a termination pursuant to the preceding sentence becomes effective prior to the second (2nd) anniversary of the date of this Agreement, the Termination Fee shall be payable to Managing Agent in connection with that termination.

4. Authority. The Owners give to Managing Agent the authority and powers to perform the foregoing duties on behalf of the Owners and authorize Managing Agent to incur such reasonable expenses, as contemplated in Sections 2, 3 and 5 on behalf of the Owners as are necessary in the performance of those duties.

5. Special Authority of Managing Agent. In addition to, and not in limitation of, the duties and authority of Managing Agent contained herein, Managing Agent shall perform the following duties:

(a) Terminate tenancies and sign and serve in the name of the Owners such notices therefor as may be required for the proper management of the Managed Premises.

(b) At the Owners’ expense, institute and prosecute actions to evict tenants and recover possession of rental space, and recover rents and other sums due; and when expedient, settle, compromise and release such actions or suits or reinstate such tenancies.

6. Compensation.

(a) In consideration of the services to be rendered by Managing Agent hereunder, the Owners agree to pay and Managing Agent agrees to accept as its compensation (i) a management fee (the “Fee”) equal to three percent (3%) of the gross collected rents actually received by the Owners from the Managed Premises, such gross rents to include all fixed rents, percentage rents, additional rents, operating expense and tax escalations, and any other charges paid to the Owners in connection with occupancy of the Managed Premises, but excluding any amounts collected from tenants to reimburse the Owners for the cost of capital improvements or for expenses incurred in curing any tenant default or in enforcing any remedy against any tenant; and (ii) a construction supervision fee (the “Construction Supervision Fee”) in connection with all interior and exterior construction renovation or repair activities at the Managed Premises, including, without limitation, all tenant and capital improvements in, on or about the Managed Premises, undertaken during the term of this Agreement, other than ordinary maintenance and repair, equal to five percent (5%) of the cost of such construction which shall include the costs of all related professional services and the cost of general conditions.

(b) Unless otherwise agreed, the Fee shall be due and payable monthly, in arrears based on a reasonable annual estimate or budget with an annual reconciliation within thirty (30) days after the end of each calendar year. The Construction Supervision Fee shall be due and payable periodically, consistent with past practice and as otherwise agreed by Managing Agent and the Owners, based on actual costs incurred to date.

(c) Notwithstanding anything herein to the contrary, the Owners shall reimburse Managing Agent for reasonable travel expenses incurred when traveling to and from the Managed Premises while performing its duties in accordance with this Agreement; provided, however, that reasonable travel expenses shall not include expenses incurred for travel to and from the Managed Premises by personnel assigned to work exclusively at the Managed Premises.

(d) Managing Agent shall be entitled to no other additional compensation, whether in the form of commission, bonus or the like for its services under this Agreement. Except as otherwise specifically provided herein with respect to payment by the Owners of legal fees, accounting fees, salaries, wages, fees and charges of parties hired by Managing Agent on behalf of the Owners to perform operating and maintenance functions in the Managed Premises, and the like, if Managing Agent hires third parties to perform services required to be performed hereunder by Managing Agent without additional charge to the Owners, Managing Agent shall (except to the extent the same are reasonably attributable to an emergency at the Managed Premises) be responsible for the charges of such third parties.

7. Budget and Business Plan. In connection with its obligations under Section 3(t), Managing Agent shall comply with the following requirements:

(a) Not later than November 1st of each year, Managing Agent shall prepare and submit to the Company (i) a proposed operating budget for the promotion, operation, repair and maintenance of the Managed Premises and, to the extent constituting Managed Premises (as defined in the New 2027 SPV Property Management Agreement) pursuant to the New 2027 SPV Property Management Agreement, the Excluded Properties (collectively, the “Company Properties”) and (ii) a proposed business plan for the leasing, marketing and operation of the Company Properties, in each case, for the succeeding calendar year. The Company will consider the proposed budget and proposed business plan and will consult with Managing Agent in the period prior to the commencement of the next succeeding calendar year and either approve or reject, in the Company’s reasonable discretion, such proposed budget (such proposed budget, if and to the extent approved by the Company in writing, an “Approved Budget” for the period to which it relates) and approved business plan (such proposed business plan, if and to the extent approved by the Company in writing, an “Approved Business Plan” for the period to which it relates) for the Company Properties for the next succeeding calendar year.

(b) If by January 1 of any fiscal year the Company, in consultation with the Managing Agent, has not approved an Approved Budget for such year, then until such time as there is an Approved Budget, Managing Agent shall operate the Company Properties within the constraints of the prior year’s Approved Budget (including allowances for Committed Expenditures and Emergency Expenditures, if any, as provided in subparagraph (d) below), but, for the avoidance of doubt, without any discretionary items from the prior year that were specific to that year and are no longer relevant and with discretionary items that will be relevant in the new year included in such deemed budget in an amount equal to the lesser of (i) the amount that was proposed by Managing Agent in its proposed budget for the new year and (ii) with respect to discretionary items included in the prior year’s Approved Budget, one hundred five percent (105%) of the amount included in the prior year’s Approved Budget.

(c) Subject to Permitted Variances (as defined below) and Section 7(d) below, Managing Agent shall obtain the Company’s prior written approval for expenses payable (or reimbursable) by the Owners related to the Managed Premises that are within Managing Agent’s control and exceed the Approved Budget. Managing Agent shall not incur or pay any expenses that will result in expenditures, in the aggregate, payable (or reimbursable) by the Owners related to the Managed Premises that are within Managing Agent’s control and more than five percent (5%) in excess of the total amount of all such expenditures permitted by the Approved Budget (amounts or expenditures that do not exceed such applicable limits, “Permitted Variances”).

(d) Notwithstanding the foregoing budget requirements, Managing Agent may, without the applicable Owner’s approval, make (i) such expenditures as are owed by an Owner or Managing Agent on a non-discretionary basis (it being understood that an expenditure will be deemed to be owed on a non-discretionary basis if Managing Agent cannot cancel without any incurring any penalty of any kind) as a result of existing contractual or legal obligations or otherwise due to circumstances not within the control of Managing Agent (in either case, a “Committed Expenditure”), including, without limitation and to the extent so owed on a non-discretionary basis or arising due to circumstances not within the control of Managing Agent, (A) utility charges (including sewer charges), (B) insurance premiums, (C) costs to comply with any Law with which Managing Agent or any Managed Premises is obligated to comply, (D) costs of repairs to any Managed Premises required by casualty damage or other causes beyond Managing Agent’s control for which Managing Agent is not reimbursed by insurance or third parties (provided that the costs thereof, in aggregate for the impacted Managed Premises, are not reasonably expected to exceed $100,000, it being agreed that if the repairs required in connection with a casualty or other cause beyond Managing Agent’s control would reasonably be expected to exceed this cap such costs will not be considered “Committed Expenditures” for purposes of this provision and Managing Agent will be required to obtain Company approval before incurring or disbursing any such costs to the extent required by subparagraph (c) above, except to the extent constituting an Emergency Expenditure), (E) costs of required treatment of snow and ice and (F) taxes, levies and other amounts required to be paid under applicable law, and (ii) if applicable, any expenditure that is reasonably necessary to respond to, avoid or mitigate the results of any material damage to property or risk of harm to the health, safety or welfare of persons at or in the vicinity of any Managed Premises (an “Emergency Expenditure”); provided that any such Emergency Expenditure shall be incurred only in concert with prompt email and telephonic notification by Managing Agent to the applicable Owner (and in any event no later than the end of the next business day following the making of such Emergency Expenditure), and Managing Agent may only incur such expenses as are reasonably necessary to protect the applicable Managed Premises or persons at risk or avoid immediate criminal or civil liability. Managing Agent shall provide to the applicable Owner invoices reflecting the cost of any such Emergency Expenditure.

(e) If by January 1 of any fiscal year the Company, in consultation with the Managing Agent, has not finalized an Approved Business Plan for the Company Properties for such year, then until such time as there is an Approved Business Plan, Managing Agent shall use commercially reasonable efforts to operate the Managed Premises pursuant to the prior year’s Approved Business Plan and, with respect to expenditures, the Approved Budget (subject to subparagraphs (c) and (d) above) or, if no budget has been approved for such year, the provisions of subparagraphs (b), (c) and (d) above.

(f) Attached hereto as Exhibit D is the current annual budget for 2026 for the Company Properties and attached hereto as Exhibit E is the current business plan for 2026 for the Company Properties, and each Owner hereby confirms that each shall constitute the current Approved Budget and Approved Business Plan for the Property to which it relates for the remainder of the 2026 calendar year, and Managing Agent shall operate the Managed Premises within such budget, subject to Permitted Variances and subparagraph (d) above, and shall use commercially reasonable efforts to operate pursuant to such business plan, until a new Approved Business Plan or a new Approved Budget, as applicable, is adopted or designated by the Company in accordance with this Section 7.

8. Term of Agreement.

(a) The initial term of this Agreement shall continue in force and effect until the date that is five (5) years after the date hereof (the “Initial Term”); thereafter, the term of this Agreement shall be deemed automatically renewed for successive one year terms unless and until this Agreement has been terminated as provided herein.

(b) Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any renewal thereof, may be terminated prior to the expiration of the term:

(i) by the Company, (A) upon sixty (60) days’ prior written notice to Managing Agent (such termination, a “Company Termination for Convenience”), (B) for Cause, immediately upon written notice to Managing Agent (such termination, a “Company Termination for Cause”) or (C) by written notice at any time during the period commencing immediately following the date of a Managing Agent Change of Control and ending at midnight on the sixtieth (60th) day following the date on which the Managing Agent has delivered written notice to the Board that a Managing Agent Change of Control has occurred (such termination, a “Company CoC Termination”);

(ii) by Managing Agent, (A) upon one hundred eighty (180) days’ prior written notice to the Company (such termination, a “Managing Agent Termination for Convenience”) or (B) for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company) (such termination, a “Managing Agent Termination for Cause”);

(iii) by either the Company or Managing Agent by written notice to the other party given not less than sixty (60) days’ prior to the expiration of the then-current term such that the term shall not be automatically renewed for an additional year (it being agreed that such termination shall be without cost or fees of any kind; provided that such termination shall not impact any fees or reimbursable expenses accrued or accruing prior to the end of the then-current term); or

(v) as a result of a Modification Termination, subject to the notice provision included in Section 3 of this Agreement.

(c) Any notice of termination shall include the reason for such termination.

(d) If the Business Management Agreement (hereafter defined) is terminated in accordance with its terms, this Agreement shall terminate automatically concurrently therewith.

(e) In the event of a Covered Termination that will be effective prior to the date that is two (2) years after the date hereof, the Company shall pay to Managing Agent promptly following the date of such Covered Termination the Termination Fee (as defined in the Business Management Agreement). For the avoidance of doubt, no more than one Termination Fee shall be payable under this Agreement and the Business Management Agreement.

(f) The Termination Fee shall not be payable in the event of (i) a Company Termination for Cause, (ii) a Company CoC Termination, or (iii) a Managing Agent Termination for Convenience. The Termination Fee shall not be payable if this Agreement is terminated for any reason with an effective date after the date that is two (2) years after the date hereof.

(g) The provisions of this Section 8 shall not apply as a limitation on the amount which may be paid by agreement of the Company and Managing Agent in connection with a transaction pursuant to which any assets or going business values of Managing Agent are acquired by the Company in association with termination of this Agreement and the Termination Fee is in addition to any amounts otherwise payable to Managing Agent under this Agreement as compensation for services and for expenses of or reimbursement due to Managing Agent through the date of termination. Also, payment of the Termination Fee shall not affect other rights and obligations created under Sections 8, 9 and 11 of this Agreement or otherwise between the Company and Managing Agent.

(h) For the avoidance of doubt, this Agreement shall not require the Managing Agent to provide any services to any Person (or with respect to the assets of any Person) other than the Company and its subsidiaries. Accordingly, following (i) any transaction as a result of which any Owner ceases to be the Company or a subsidiary of the Company or (ii) any sale, transfer or other disposition of any assets of any Owner to any Person other than the Company or any of its subsidiaries (in each case, including in connection with any foreclosure by any lender or other creditor upon the equity interests of any Owner or any other assets of any Owner), the Managing Agent shall not be required hereunder to provide any services to such Owner or with respect to such assets and this Agreement shall automatically terminate with respect thereto.

9. Termination. Upon termination of this Agreement with respect to any of the Managed Premises for any reason whatsoever, Managing Agent shall as soon as practicable turn over to Owners all books, papers, funds, records, keys and other items relating to the management and operation of such Managed Premises (it being agreed that Managing Agent shall be permitted to retain for its records copies of such records and documents it deems appropriate, subject to the condition that, if and to the extent Managing Agent elects to retain any such documents containing confidential, proprietary or other non-public information of the Company or any of its subsidiaries, Managing Agent will, and will cause its affiliates and its and their representatives to, preserve that information as strictly confidential and will not share it with any third parties (except as required by applicable law or compulsory legal process) or use any such information for any purpose other than the winding down of its engagement as manager hereunder or as otherwise required by law or compulsory legal process (if applicable)), including, without limitation, all leases in the possession of Managing Agent and shall render to Owners a final accounting with respect thereto through the date of termination, which shall include a statement showing all sums collected by Managing Agent for the relevant Owner with respect to such Managed Premises and a statement of all sums held by Managing Agent for such Owner with respect to such Managed Premises for the period commencing with the date following the date of its last such accounting to such Owner. The Owners shall be obligated to pay all compensation for services rendered by Managing Agent hereunder prior and up to the effective time of such termination, including, without limitation, any Fees and Construction Supervision Fees, and shall pay and reimburse to Managing Agent all expenses and costs incurred by Managing Agent prior and up to the effective time of such termination which are otherwise payable or reimbursable to Managing Agent pursuant to the terms of this Agreement (collectively, “Accrued Fees”). The amount of such fees paid as compensation pursuant to the foregoing sentence shall be subject to adjustment in accordance with the annual reconciliation contemplated by Section 6(b) and consistent with past practices in performing such reconciliation.

The Accrued Fees and, to the extent applicable, any Termination Fee due upon termination shall be due and payable on the date of termination. A copy of all computations of the Accrued Fees and, to the extent applicable, the Termination Fee, shall be delivered by Managing Agent to the Company by the date of termination.

In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the date of notice of a termination of this Agreement, Managing Agent shall cooperate with the Company and the other Owners and use commercially reasonable efforts to facilitate the orderly transfer of management of the Managed Premises. In connection therewith Managing Agent shall assign to one or more Owners, or to their designee(s), as directed by the Company, and the Company, such other Owner(s) or their designee(s) shall assume, all contracts entered into by Managing Agent pursuant to this Agreement, but excluding all insurance contracts, and multi-property contracts not limited in scope to the Managed Premises and all contracts with affiliates of Managing Agent. Managing Agent shall also transfer to the Company all proprietary information with respect to the Company and its subsidiaries and/or the other Owners. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Managing Agent whom the Managing Agent proposes to terminate in connection with a termination of this Agreement and the Managing Agent shall cooperate with the Company or its designee in connection therewith.

10. Assignment of Rights and Obligations.

(a) Without the Company’s prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, (i) Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent and assumes Managing Agent’s obligations hereunder in a written instrument of assignment a copy of which is delivered to the Company promptly following such assignment; and (ii) (A) any Owner may assign this Agreement or its rights hereunder to the Company or any Person that is then and remains Controlled by the Company or any permitted assignee thereof, and (B) the Company may assign this Agreement or its rights hereunder to any Person in connection with a merger or other consolidation involving the Company with or into that Person or in connection with a sale of all or substantially all of the assets of the Company to such Person; provided that, in any such case addressed in this clause (ii), the assignee assumes all of the assignor’s obligations hereunder in a written instrument of assignment, a copy of which is delivered to Managing Agent promptly following such assignment; provided further that nothing in this clause (ii) shall abrogate any other right of Managing Agent under this Agreement (including, without limitation, any right to terminate this Agreement) arising from any transaction relating to any such assignment.

(b) Except as set forth in Section 10(a), Owners, without Managing Agent’s consent, may not assign their respective rights or delegate their respective obligations hereunder.

(c) No assignment permitted hereunder shall release the assignor from any of its obligations hereunder.

11. Indemnification and Insurance.

(a) Managing Agent assumes no responsibility other than to render the services described herein in good faith and shall not be responsible for any action of any Owner in following or declining to follow any advice or recommendation of Managing Agent. Managing Agent, its members, officers, employees and affiliates will not be liable to any Owner, their respective shareholders, or others, except by reason of acts constituting bad faith, fraud, willful misconduct or gross negligence in the performance of its obligations hereunder or a material breach of this Agreement. The Owners agree to defend, indemnify and hold harmless Managing Agent from and against all costs, claims, expenses and liabilities (including reasonable attorneys’ fees) arising out of Managing Agent’s performance of its duties in accordance with this Agreement including, without limitation, injury or damage to persons or property occurring in, on or about the Managed Premises and violations or alleged violations of any law, ordinance, regulation or order of any governmental authority regarding the Managed Premises except any injury, damage or violation resulting from Managing Agent’s fraud, gross negligence or willful misconduct in the performance of its duties hereunder or a material breach by Managing Agent of this Agreement.

(b) Managing Agent agrees to defend, indemnify and hold harmless each Owner from and against all costs, claims, expenses, liabilities (including the reasonable fees and expenses of counsel, accountants and other professionals or experts) in respect of or arising out of bad faith, fraud, willful misconduct or gross negligence or a material breach of this Agreement by Managing Agent or any of its affiliates.

(c) The Owners and Managing Agent shall maintain such commercially reasonable insurance as shall from time to time be mutually agreed by the Owners and Managing Agent.

12. Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) on the next business day if transmitted by a nationally recognized overnight courier or (c) on the third (3rd) business day following mailing by first class mail, postage prepaid, in each case as follows (or at such other United States address for a party as shall be specified by like notice):

If to the Company or any of the other Owners:

Office Properties Income Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458

Attention: Yael Duffy and Brian Donley

E-mail: YDuffy@rmrgroup.com and BDonley@rmrgroup.com

If to Managing Agent:

The RMR Group LLC

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458

Attn: Adam Portnoy; Lindsey Getz

13. Limitation of Liability. The Declarations of Trust establishing certain Owners, a copy of each of which, together with all amendments thereto (the “Declarations”), is duly filed with the Department of Assessments and Taxation of the State of Maryland, provide that the names of each such Owner refers to the trustees under the applicable Declaration collectively as trustees, but not individually or personally. No trustee, officer, shareholder, employee or agent of such Owners shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, such Owners. All persons and entities dealing with such Owners, in any way, shall look only to the respective assets of such Owners for the payment of any sum or the performance of any obligation of such Owners. In any event, all liability of such Owners hereunder is limited to the interest of such Owners in the Managed Premises and, in the case of Managing Agent, to its interest hereunder.

14. Acquisitions and Dispositions of Managed Premises. Unless Owners and Managing Agent otherwise agree in writing, all Managed Premises from time to time acquired by Owners or their subsidiaries (other than the 2027 SPV Group) shall automatically become subject to this Agreement without amendment hereof. Similarly, this Agreement shall automatically terminate with respect to all properties disposed of by Owners, effective upon such disposition.

15. Estoppels; Subordination; Financing.

(a) Managing Agent agrees that, upon any request by the Company in connection with any financing or refinancing transaction, Managing Agent will issue to the Company and each Owner designated in the Company’s request, and any lender in such financing or refinancing transaction, designated by the Company in its request, to be delivered by Managing Agent not later than ten (10) business days following receipt of such request, an estoppel certificate addressing such matters as may reasonably be requested by the Company’s financing sources.

(b) This Agreement and the rights of Managing Agent hereunder are and shall be subject and subordinate to the lien of any mortgage, deed of trust or other security instrument now or hereafter placed upon any of the Managed Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof. Managing Agent agrees that, upon request of any Owner, Managing Agent will execute, acknowledge and deliver, to and for the benefit of the relevant lender, an instrument confirming such subordination in the form being required by the relevant lender, provided such form is customary and reasonable under the circumstances.

(c) If requested by the Company in connection with the financing of any of the Managed Premises, Managing Agent will enter into a standalone property management agreement in the form attached hereto as Exhibit F-1, in substitution for this Agreement, and concurrently therewith the Company and Managing Agent will also enter a side letter in the form attached hereto as Exhibit F-2 with respect to that Managed Premises, it being agreed that upon effectiveness of such a stand-alone agreement, except as otherwise set forth in such side letter, the Managed Premises covered thereby will cease to be considered “Managed Premises” under this Agreement and the Owner thereof automatically will be deemed released from any further obligations under this Agreement and, for certainty, thereafter will be excluded from the definition of “Owner” hereunder.

16. Modification of Agreement. Except as otherwise specifically provided herein, this Agreement may not be modified, altered or amended in any manner except by an amendment in writing, duly executed by Managing Agent and the Company, for itself and any other Owner upon which such modification, alteration or amendment is to be binding.

17. Independent Contractor. This Agreement is not one of general agency by Managing Agent for Owners, but Managing Agent is being engaged as an independent contractor. Nothing in this Agreement is intended to create a joint venture, partnership, tenancy-in-common or other similar relationship between Owners and Managing Agent for any purposes whatsoever, and, without limiting the generality of the foregoing, neither the terms of this Agreement nor the fact that Owners and Managing Agent have joint interests in any one or more investments, ownership in each other (including, without limitation, the Equity Compensation (as defined in the Business Management Agreement)), ownership or other interests in any one or more entities or may have common officers or employees or a tenancy relationship shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them.

18. Governing Law. The provisions of this Agreement and any Dispute (as defined in Section 23), whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Maryland without regard to principles of conflicts of law.

19. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, any successors or permitted assigns of the parties hereto as provided herein.

20. No Third Party Beneficiary. No person or entity other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement.

21. Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

22. Survival. Except for Sections 1 through 5, 7, 14, 15 and 24, all other provisions of this Agreement shall survive the termination hereof. Any termination of this Agreement shall be without prejudice to the rights of the parties hereto accrued prior to the termination or upon termination.

23. Arbitration.

(a) Any disputes, claims or controversies arising out of or relating to this Agreement, the provision of services by Managing Agent pursuant to this Agreement or the transactions contemplated hereby, including any disputes, claims or controversies brought by or on behalf of the Company, any Owner, Managing Agent or any holder of equity interests (which, for purposes of this Section 23, shall mean any holder of record or any beneficial owner of equity interests or any former holder of record or beneficial owner of equity interests) of the Company, any Owner or Managing Agent, either on his, her or its own behalf, on behalf of the Company, any Owner or Managing Agent or on behalf of any series or class of equity interests of the Company, any Owner or Managing Agent or holders of any equity interests of the Company, any Owner or Managing Agent against the Company, any Owner or Managing Agent or any of their respective trustees, directors, members, officers, managers (including Managing Agent or its successor), agents or employees, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement or the governing documents of the Company, any Owner or Managing Agent (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute or Disputes, be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 23. For the avoidance of doubt, Disputes are intended to include derivative actions against the trustees, directors, officers or managers of the Company, any Owner or Managing Agent and class actions by a holder of equity interests against those individuals or entities and the Company, any Owner or Managing Agent. For the avoidance of doubt, and not as a limitation, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Section 23, the term “equity interest” shall mean, (i) in respect of the Company, shares of beneficial interest or, if applicable, other common equity interests of the Company, (ii) in respect of any other Owner, equity interests in that Owner, and (iii) in respect of Managing Agent, “membership interest” in Managing Agent as defined in the Maryland Limited Liability Companies Act.

(b) There shall be three (3) arbitrators. If there are only two (2) parties to the Dispute, each party shall select one (1) arbitrator within fifteen (15) days after receipt by respondent of a copy of the demand for arbitration. The arbitrators may be affiliated or interested persons of the parties. If there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one (1) arbitrator within fifteen (15) days after receipt of the demand for arbitration. The arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either a claimant (or all claimants) or a respondent (or all respondents) fail(s) to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request AAA to provide a list of three (3) proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten (10) days from the date AAA provides the list to select one (1) of the three (3) arbitrators proposed by AAA. If the party (or parties) fail(s) to select the second (2nd) arbitrator by that time, the party (or parties) who have appointed the first (1st) arbitrator shall then have ten (10) days to select one (1) of the three (3) arbitrators proposed by AAA to be the second (2nd) arbitrator; and, if he/they should fail to select the second (2nd) arbitrator by such time, AAA shall select, within fifteen (15) days thereafter, one (1) of the three (3) arbitrators it had proposed as the second (2nd) arbitrator. The two (2) arbitrators so appointed shall jointly appoint the third (3rd) and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen (15) days of the appointment of the second (2nd) arbitrator. If the third (3rd) arbitrator has not been appointed within the time limit specified herein, then AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c) The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d) There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators. For the avoidance of doubt, it is intended that there shall be no depositions and no other discovery other than limited documentary discovery as described in the preceding sentence.

(e) In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the State of Maryland. Any arbitration proceedings or award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Award shall be in writing and shall state the findings of fact and conclusions of law on which it is based. Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Subject to Section 23(g) each party against which the Award assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following the date of the Award or such other date as the Award may provide.

(f) Except to the extent expressly provided by this Agreement or as otherwise agreed by the parties thereto, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), unless the arbitrators shall render an award that shifts any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, awards any portion of the Company’s or Managing Agent’s, as applicable, award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third (3rd) appointed arbitrator.

(g) Notwithstanding any language to the contrary in this Agreement, the Award, including but not limited to any interim Award, may be appealed pursuant to AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”). The Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of the Award by filing a notice of appeal with any AAA office. Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof. For the avoidance of doubt, and despite any contrary provision of the Appellate Rules, Section 23(f) hereof shall apply to any appeal pursuant to this Section 23 and the appeal tribunal shall not render an award that would include shifting of any costs or expenses (including attorneys’ fees) of any party.

(h) Following the expiration of the time for filing the notice of appeal, or the conclusion of the appeal process set forth in Section 23(g), the Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between those parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(i) This Section 23 is intended to benefit and be enforceable by the Company, Owners, Managing Agent and their respective holders of equity interests, trustees, directors, officers, managers (including Managing Agent or its successor), agents or employees, and their respective successors and assigns and shall be binding upon the Company, Owners, Managing Agent and their respective holders of equity interests, and be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

24. REIT Compliance.

(a) Managing Agent acknowledges that it has been advised that the Company (and, if applicable, an Owner) has elected to be taxed as a “real estate investment trust” under the Code and that the business and activities of the Company and its subsidiaries (including, without limitation, the other Owners) are intended to be conducted as appropriate to support and facilitate that treatment. To this end, Managing Agent will manage the Company Properties in accordance with the requirements applicable to real estate investment trusts under the Code and the provisions of this Section 24.

(b) In furtherance of the foregoing, Managing Agent shall, in carrying out its duties under this Agreement, conduct the business and activities at the Company Properties in accordance with the following requirements:

1. Services. Except as otherwise permitted by an applicable Owner, Managing Agent shall use commercially reasonable efforts to manage the Company Properties in such a manner that the applicable Owner and the Company shall not receive or accrue, after taking into account the exceptions in Code Section 856(d)(7)(C) (as further explicated in IRS Revenue Ruling 2002-38), any amounts that constitute any impermissible tenant services income as defined, in Code Section 856(d)(7)(A) unless, during any calendar year, the aggregate amount of such income will not, under any circumstances, exceed one percent (1%) of all amounts received or accrued during the taxable year directly or indirectly from the Company Properties, determined in accordance with the provisions of Code Section 856(d)(7) and IRS Revenue Ruling 98-60.

2. Leases. Except as set forth in Section 10, all leases, subleases or assignments of a lease shall be subject to applicable Owner’s written approval.

3. TRS Matters. If a service agreement is already in place at the time Managing Agent receives a notification from the applicable Owner that a service provider is not, or may not be, a permissible independent contractor with respect to the Company or such Owner for purposes of the exception in Sections 856(d)(7)(C)(i), then Managing Agent in consultation with the applicable Owner shall expeditiously terminate such service agreement or contract, or, alternatively and in the sole and absolute discretion of the applicable Owner, transfer such service agreement or contract to a taxable REIT subsidiary, within the meaning of Code Section 856(l), of the Company or the applicable Owner. All costs associated with termination of any such service agreement or contract at the request of the applicable Owner shall be an expense of that Owner.

4. REIT Information. Upon request from an Owner, Managing Agent shall promptly complete a property service questionnaire annually (no later than thirty (30) days after the end of each calendar year and more frequently as reasonably requested by the applicable Owner) and provide any other information reasonably requested by the applicable Owner or the Company related to the applicable Company Properties in order for the Company and any applicable Owner to determine their qualification as a “real estate investment trust” under the Code and to complete their tax returns.

5. Dispute Resolution Regarding REIT Compliance. Any dispute over whether a prospective activity of Managing Agent (but not, for the avoidance of doubt, actions previously taken) violates this Section 24 shall be determined by the applicable Owner in its reasonable discretion, after consultation with Managing Agent.

25. Consent to Jurisdiction and Forum. The exclusive jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall lie in any federal or state court located in Baltimore, Maryland. By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action. The parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The parties further agree and consent to the service of any process required by any such court by delivery of a copy thereof in accordance with Section 12 and that any such delivery shall constitute valid and lawful service of process against it, without necessity for service by any other means provided by statute or rule of court. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROVISION OF SERVICES BY MANAGING AGENT PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Notwithstanding anything herein to the contrary, if a demand for arbitration of a Dispute is made pursuant to Section 23, this Section 25 shall not preempt resolution of the Dispute pursuant to Section 23.

26. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any pre-existing agreements with respect to such subject matter. This Agreement constitutes an integral part of, and a condition to, the transactions contemplated by the Restructuring Support Agreement.

27. Other Agreements. (i) The Company and Managing Agent are also parties to a Third Amended and Restated Business Management Agreement, dated as of the date hereof, as in effect from time to time (the “Business Management Agreement”) and (ii) the New 2027 SPV Holdco, the New 2027 SPV, on behalf of itself and certain of its subsidiaries, and Managing Agent are also parties to a New 2027 SPV Property Management Agreement, dated as of the date hereof, as in effect from time to time (the “New 2027 SPV Property Management Agreement”). The parties agree that this Agreement does not include or otherwise address the rights and obligations of the parties under the Business Management Agreement or the New 2027 SPV Property Management Agreement and that each of the Business Management Agreement and the New 2027 SPV Property Management Agreement provides for its own separate rights and obligations of the parties thereto, including without limitation separate compensation payable by (x) the Company to Managing Agent thereunder for services to be provided by Managing Agent pursuant to the Business Management Agreement and (y) the New 2027 SPV and the other Owners (as defined in the New 2027 SPV Property Management Agreement) to Managing Agent thereunder for services to be provided by Managing Agent pursuant to the New 2027 SPV Property Management Agreement.

28. Defined Terms. Any capitalized term used herein but not defined shall be given the meaning set forth in Exhibit A attached hereto.

29. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”), including by electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, to the extent and as provided for in any applicable law, shall be effective as delivery of a manually executed counterpart hereof.

[Signature Page To Follow.]

IN WITNESS WHEREOF, the Parties have executed this Third Amended and Restated Property Management Agreement as of the date first above written.

MANAGING AGENT:

THE RMR GROUP LLC

By: /s/ Matthew C. Brown_________

Name: Matthew C. Brown

Title: Executive Vice President, Chief Financial Officer and Treasurer

OWNERS:

OFFICE PROPERTIES INCOME TRUST, on its own behalf and on behalf of its subsidiaries

By: /s/ Lindsey Getz______________

Name: Lindsey Getz

Title: Secretary

Exhibit A

Definitions

The following definitions shall be applied to the terms used in the Agreement for all purposes, unless otherwise clearly indicated to the contrary. All capitalized terms used in this Exhibit A but not defined in this Exhibit A shall have the respective meanings given to those terms in the Agreement. Unless otherwise noted, all section references in this Exhibit A refer to sections in the Agreement.

1.“Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person.

2.“Bankruptcy Code” shall mean title 11 of the United States Code.

3.“Bankruptcy Court” shall mean the United States Bankruptcy Court for the Southern District of Texas, Houston Division.

4.“Board” shall mean the Company’s board of trustees or any replacement governing body.

5.“Cause” shall mean: (i) Managing Agent engages in any act that constitutes bad faith, fraud, willful misconduct or gross negligence in the performance of its obligations under this Agreement; (ii) a default by Managing Agent in the performance or observance of any material term, condition or covenant contained in this Agreement to be performed by Managing Agent, the consequence of which is a Material Adverse Effect; (iii) Managing Agent or Parent is convicted of a felony; (iv) any executive officer or senior manager of Managing Agent or Parent is convicted of a felony or other crime, whether or not a felony, involving his or her duties as an employee of Managing Agent and who is not promptly discharged and any actual loss suffered by the Company as a result of such felony or crime is not promptly reimbursed; (v) any involuntary proceeding is commenced against Managing Agent or Parent seeking liquidation, reorganization or other relief with respect to Managing Agent or Parent or, in either case, its debts under bankruptcy, insolvency or similar law and such proceeding is not dismissed in one hundred twenty (120) days; or (vi) Managing Agent or Parent authorizes the commencement of a voluntary proceeding seeking liquidation, reorganization or other relief with respect to Managing Agent or Parent or, in either case, its debts under bankruptcy, insolvency or similar law or the appointment of a trustee, receiver, liquidator, custodian or similar official of Managing Agent or any substantial part of its property.

6.“Chapter 11 Cases” shall mean the cases pursuant to chapter 11 of the Bankruptcy Code of the Company and certain of its subsidiaries commenced in the Bankruptcy Court and jointly administered under case number 25-90530 (CML).

7.“Charitable Organization” shall mean an organization that is described in section 501(c)(3) of the Code (or any corresponding provision of a future United States Internal Revenue law) which is exempt from income taxation under section 501(a) thereof.

8.“Company Change of Control” shall mean the occurrence of any of the following events:

(i) any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act, except that any person shall be deemed to beneficially own securities such person has a right to acquire whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of fifty percent (50%) or more of the then-outstanding voting power of the voting securities of the Company;

(ii) the consummation of any direct or indirect sale, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; provided that an event pursuant to this clause (ii) will not be considered to have occurred if (A) the transferee expressly assumes the rights and obligations of the Company under this Agreement pursuant to an agreement reasonably acceptable to Managing Agent and (B) Persons owning at least a majority of each of the economic rights of the equity interests of the Company and the voting power of the voting securities of the Company immediately prior to the relevant transaction or series of related transactions own a majority of each of the economic rights of the equity interests of the transferee and the voting power of the voting securities of the transferee immediately following the relevant transaction or series of related transactions and Continuing Company Board Members constitute a majority of the board or other comparable managing body of the transferee immediately following the relevant transaction or series of related transactions; provided further that, following an event satisfying the requirements set forth in the immediately preceding proviso, each reference to the Company shall be deemed to be instead a reference to such transferee; or

(iii) at any time, the Continuing Company Board Members cease for any reason to constitute the majority of the members of the Board.

Notwithstanding the foregoing, a change in ownership or control of the Company (or any successor), or a transfer of all or substantially all of the assets of the Company (or any successor) to an entity, will not be considered a Company Change of Control (and, for certainty, also will be permitted and will not give rise to any right on the part of Managing Agent to terminate this Agreement) if (a) if not the Company, the successor or transferee, as applicable, expressly assumes the rights and obligations of the Company under this Agreement pursuant to an agreement reasonably acceptable to Managing Agent and (b) following such change or transfer, any combination of the following persons and/or entities will own, directly or indirectly, a majority of each of the economic rights of the equity interests of the Company (or its successor) or the transferee, as applicable, and the voting rights of the voting securities of the Company (or its successor) or the transferee, as applicable: (i) any fund or vehicle that is managed or advised by Helix Partners Management LP or any successor to all or substantially all of the business thereof, or any entity directly or indirectly controlled or managed by any of the foregoing, (ii) any fund or vehicle that is managed or advised by Redwood Capital Management, LLC or any successor to all or substantially all of the business thereof, or any entity directly or indirectly controlled or managed by any of the foregoing, and (iii) Mr. Adam Portnoy, Managing Agent or Parent, any successor to all or substantially all of the business of such entity or any entity directly or indirectly controlled or managed by any of the foregoing. Following an event satisfying the requirements set forth in the immediately preceding sentence, each reference in this Agreement to the Company shall be deemed to be instead a reference to such transferee.

9.“Confirmation Order” shall mean the Order Confirming Fourth Amended Joint Chapter 11 Plan of Reorganization of Office Properties Income Trust and Its Debtor Subsidiaries [Docket No. 1241], entered by the Bankruptcy Court on April 22, 2026.

10.“Continuing Company Board Members” shall mean, as of any date of determination, any member of the Board who was (i) a member of the Board as of the date of this Agreement, (ii) a member of the Board appointed promptly following the date of this Agreement in accordance with Section 5.13(a) of the Plan of Reorganization or (iii) nominated for election or elected to the Board by, or whose election to the Board was made or approved by, the affirmative vote of a majority of Continuing Company Board Members who were members of the Board at the time of such nomination or election.

11. “Control” of an entity, shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise and the participles “Controls” and “Controlled” have parallel meanings.

12.“Covered Termination” shall mean a Company Termination for Convenience, a Managing Agent Termination for Cause or a Modification Termination.

13.“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

14.“Good Reason” shall mean: (i) a default by any Owner in the performance or observance of any material term, condition or covenant contained in this Agreement to be performed by such Owner, the consequence of which was materially adverse to Managing Agent and which did not result from and was not attributable to any action, or failure to act, of Managing Agent, and such default shall continue for a period of sixty (60) days (or ninety (90) days if the Company takes steps to cure such default within thirty (30) days of written notice to the Company) after written notice thereof by Managing Agent specifying such default and requesting that the same be remedied in such sixty (60) day period; or (ii) the occurrence of a Company Change of Control.

15.“Law” shall mean any law, statute, ordinance, rule, regulation, directive, code or order enacted, issued, promulgated, enforced or entered by any governmental entity.

16.“Managing Agent Change of Control” shall be deemed to have occurred upon any of the following events:

1.any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act), other than a Permitted Managing Agent Transferee or a Person to whom Managing Agent would be permitted to assign this Agreement pursuant to Section 10 of this Agreement, becomes the “beneficial owner” (as defined in Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act, except that any person shall be deemed to beneficially own securities such person has a right to acquire whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of fifty percent (50%) or more of the then-outstanding voting power of the voting securities of Managing Agent and/or Parent, as applicable;

2.the consummation of any direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of Managing Agent (including securities of Managing Agent’s subsidiaries) on a consolidated basis, except the transfer of outstanding voting power of the voting securities of Managing Agent or Parent to a Permitted Managing Agent Transferee or if the transaction constitutes a permissible assignment under Section 10 of this Agreement; or

3.at any time, Adam D. Portnoy ceases to Control Managing Agent;

provided, however, that if Managing Agent is no longer a subsidiary of Parent as a result of a transaction not constituting a Managing Agent Change of Control, then a Managing Agent Change of Control shall be deemed to have occurred upon any of the foregoing events that affect Managing Agent only (and no Managing Agent Change of Control shall be deemed to have occurred if such event affects Parent only and not Managing Agent).

17.“Material Adverse Effect” shall mean any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects and occurrences, has had a material adverse effect on the business, results of operations or financial condition of the Owners, taken as a whole.

18.“New 2027 SPV” shall mean Office Properties Intermediate Holdco II Trust LLC, a Delaware limited liability company.

19.“New 2027 SPV Group” shall mean the New 2027 SPV Holdco and its subsidiaries.

20.“New 2027 SPV Holdco” shall mean Office Properties Intermediate Holdco I Trust LLC, a Delaware limited liability company.

21.“Parent” shall mean The RMR Group Inc., a Maryland corporation.

22.“Permitted Managing Agent Transferee” shall mean: (A) Parent or any of its Controlled subsidiaries; (B) any employee benefit plan of Managing Agent, Parent or any of their respective Controlled subsidiaries; (C) Adam D. Portnoy; (D) any entity Controlled by any Person or Persons described in clause (B) or (C) of this definition; (E) a Charitable Organization Controlled by any Person or Persons described in clause (C) of this definition; (F) an entity owned, directly or indirectly, by shareholders (or equivalent) of Managing Agent or Parent in substantially the same proportions as their ownership of Managing Agent or Parent, as applicable, immediately prior to the acquisition of beneficial ownership; or (G) any Person approved by the Company in writing; provided, however, that any subsidiary described in clause (A) or clause (B), or any Person described in clause (D) or clause (E), shall only be a Permitted Managing Agent Transferee so long as it remains Controlled as provided in clause (A), clause (B), clause (D) or clause (E), as applicable.

23.“Person” shall mean an individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture or any other organization or entity, whether or not a legal entity.

24.“Plan of Reorganization” shall mean the Fourth Amended Joint Chapter 11 Plan of Reorganization of Office Properties Income Trust and Its Debtor Affiliates [Docket No. 1223], filed in the Chapter 11 Cases on April 21, 2026 (as amended, supplemented or otherwise modified from time to time, including, without limitation, by the Confirmation Order, together with all exhibits and schedules thereto), as confirmed by the Confirmation Order and made effective on June 17, 2026.

25.“Restructuring Support Agreement” shall mean the Restructuring Support Agreement, dated as of October 30, 2025, by and among the Company, the Consenting September 2029 Senior Secured Noteholders (as defined therein) from time to time party thereto and Managing Agent.

Exhibit B

Reporting Schedule

Exhibit C

Consent Actions

A. Approval of the Approved Budget and the Approved Business Plan, or causing the Company or any Owner to incur any costs and expenses except in compliance with Section 7 of the Agreement;

B. The extension of credit or loan to, or becoming a surety, guarantor, or endorser of any obligation of, or indemnifying the obligations of, another Person (or modifying any such arrangement), except (i) by the Company or any Owner to or on behalf of a wholly-owned subsidiary of the Company or by an Owner to or on behalf of the Company, or (ii) ordinary course trade credit;

C. Making, permitting (without contest) or agreeing to any changes to the zoning or building ordinances, entitlements, and/or other land use and/or environmental regulations affecting any Property, in each case if the same (individually or in the aggregate) would, or could reasonably be expected to, materially interfere with or materially impact operations, or adversely affect the value, in any material respect, of the Managed Premises;

D. Entering into, amending, renewing or extending the term of (other than pursuant to a tenant’s exercise of any rights expressly provided for under its lease), or terminating, any lease that (i) contemplates expenditures (whether consisting of tenant improvements, lease concessions or otherwise) by the Owners in excess of $1,000,000 or (ii) applies to leased premises in excess of 20,000 square feet;

E. Except to the extent contemplated by the Approved Budget or Approved Business Plan, entering into, materially amending, or terminating any contract or agreement that (A) is a non-utility services contract that requires a payment in excess of $250,000 annually, (B) (i) is for a term of more than one year and is not cancelable without cause by the Company or the applicable Owner on thirty (30) days or less prior written notice without the payment of any cancellation fee, penalty, premium or prepayment amount, (ii) is entered into, or is renewed, with the same counterparty (or its affiliate) other than utility providers, for the same or similar services for a period in excess of three (3) years, in the aggregate (taking into consideration the original term and any renewal term), (iii) if such contract is not in the name of the Company or an Owner, is not freely assignable to the Company or an Owner, or (iv) does not contain customary insurance requirements, if applicable, for the Company or the applicable Owner’s benefit, or (C) requires the payment of any amount in excess of $100,000 annually and is not competitively bid, provided however that leasing and property management agreements with third party managers and/or utility contracts are not subject to the competitive bidding requirements under this item E so long as the fees and expenses negotiated in such contracts are consistent with market fees and expenses;

F. Selling or otherwise transferring, exchanging, or disposing of any Owner, any Managed Premises (or any interest therein) or any portion of a Managed Premises (whether through a sale of interests in an Owner or otherwise), and/or marketing of the same for such sale, transfer, exchange or disposition (but excluding from this provision sales or other dispositions of personal property and leasing or re-leasing activities at a Managed Premises in either case as to which no consent is required under item D above);

G. Deciding not to repair or rebuild any Managed Premises or any material portion thereof in case of material damage to such Managed Premises arising out of a casualty or condemnation;

H. Abandoning any Managed Premises or initiating or implementing any plan for any demolition, expansion, redevelopment, or major renovation of any Managed Premises, provided that any such activities shall not be a Consent Action if the total costs thereof are within the Approved Budget or Approved Business Plan (subject to Permitted Variances);

I. Changing the legal form of organization, income tax structure, or purpose of the Company or any Owner;

J. Selecting or replacing any accounting firm or auditors for the Company or any Owner, or materially changing the accounting principles or practices by which the books and records of the Company or any Owner are kept and pursuant to which the financial statements of the Company or any Owner are prepared, other than changes required to comply with changes to GAAP;

K. Determining that it is no longer in the best interest of the Company or any other applicable Owner to attempt to, or continue to, qualify as a REIT;

L. Instituting or settling any action or series of related actions at law or in equity that (i) involve potential damages or liabilities to the Company or any Owner, or diminution in value of any Managed Premises, in excess of $1,000,000 in the aggregate, excluding any claim covered by insurance, (ii) involve or impose any material restriction, covenant or other non-monetary obligation on the Company and/or any Owner or any of its assets that has an adverse effect on the value or operation of the Managed Premises, and/or (iii) involve any admission of fault or guilty by the Company and/or any Owner;

M. The dissolution or liquidation of the Company or any Owner, the approval or modification of any plan of liquidation or dissolution of the Company or any Owner, and/or the process and terms (including minimum all-cash sales prices) of the liquidation of the assets of the Company or any Owner;

N. (i) Making, revoking, or changing any income or other material tax election, (ii) determining whether to affirmatively elect out of the application of any otherwise applicable tax provision or (iii) adopting or changing any material method of income tax accounting or material tax procedures or policies of the Company or any Owner, except in each case where such action could not reasonably be expected to have more than a de minimis adverse effect on any of its direct or indirect investors;

O. Approving or causing any material deviation from the insurance required pursuant to the Business Management Agreement or this Agreement, in each case as the same may be modified pursuant to the Approved Budget and Approved Business Plan;

P. Granting any easement, restrictive covenant, condition and restriction, encroachment rights, license or similar rights, dedicating or transferring any portion of any Managed Premises for road, highway or other public purposes, or executing petitions to have any Managed Premises annexed to any municipal corporation or utility district, or amending, modifying or supplementing any of the foregoing, in each case if the same (individually or together with other similar actions) would, or could reasonably be expected to, materially interfere with or materially adversely impact operations at, or materially adversely affect the value, of any Managed Premises;

Q. Causing any Managed Premises to be subject to a condominium statute or otherwise converting any Managed Premises to a condominium form of ownership;

R. The Company or any Owner hiring any employees;

S. Commingling the funds of the Company and/or any Owner with those of any other Person (including any of the New 2027 SPV Group; provided that Managing Agent may commingle the funds of the Company or any Owner with the funds of the New 2027 SPV Group so long as it is using commercially reasonable efforts to cease such commingling as promptly as reasonably practicable following the date hereof) or holding funds of the Company and/or any Owner in an account that is not an account of the Company and/or such Owner;

T. Entering into any agreement by, between and/or among the Company or any Owner, on the one hand, and RMR or any of its affiliates, on the other hand;

U. Making any political, charitable, or other similar contribution of any kind; and/or

V. Retaining counsel, consultants and other third party professionals on behalf of the Company or any Owner in connection with any financing, capital raise, recapitalization or sale, transfer, exchange, or other disposition by or involving the Company, any other Owner, any Managed Premises or any portion thereof or any other purpose, in each case not arising in the ordinary course of the business of the Company and the Owners.

Exhibit D

2026 Approved Business Plan

Exhibit E

2026 Approved Budget

Exhibit F-1

Form of Property Management Agreement

Exhibit F-2

Side Letter

Exhibit G

Excluded Properties

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## EX-31.1

SEC source: [rmr_6302026xexhibitx311.htm](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr_6302026xexhibitx311.htm)

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Adam D. Portnoy, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The RMR Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2026 /s/ Adam D. Portnoy

Adam D. Portnoy   Managing Director, President and Chief Executive Officer (principal executive officer)

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## EX-31.2

SEC source: [rmr_6302026xexhibitx312.htm](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr_6302026xexhibitx312.htm)

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Matthew C. Brown, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The RMR Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2026 /s/ Matthew C. Brown

Matthew C. Brown   Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)

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## EX-32.1

SEC source: [rmr_6302026xexhibitx321.htm](https://www.sec.gov/Archives/edgar/data/1644378/000164437826000020/rmr_6302026xexhibitx321.htm)

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Sec. 1350

In connection with the filing by The RMR Group Inc. (the “Company”) of the Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Adam D. Portnoy /s/ Matthew C. Brown

Adam D. Portnoy   Managing Director, President and Chief Executive Officer (principal executive officer) Matthew C. Brown   Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)

Date: August 5, 2026