UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): ~~August~~September 2617, 2021

~~Tremont~~TREMONT ~~Mortgage~~MORTGAGE ~~Trust~~TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-38199		82-1719041
(Commission File Number)		(IRS Employer Identification No.)

Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts		02458-1634
(Address of Principal Executive Offices)		(Zip Code)

617-796-8317

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest		TRMT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

In this Current Report on Form 8-K, the terms “TRMT”, “we”, “us”, “our” and “the Company” refer to Tremont Mortgage Trust unless the context indicates otherwise.

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn ~~previously disclosed~~September 17, ~~on April 26,~~ 2021, we ~~and~~held ~~RMR~~a ~~Mortgage~~special ~~Trust, or RMRM, entered into an Agreement and Plan~~ meeting of ~~Merger,~~our orshareholders ~~the~~at ~~Merger Agreement, pursuant to~~ which, onour ~~the~~shareholders ~~terms~~were ~~and~~asked ~~subject~~ to ~~the~~consider ~~satisfaction or waiver of the conditions thereof, we have agreed to merge with~~ and ~~into~~vote ~~RMRM,~~upon ~~with RMRM continuing as~~ the ~~surviving~~following entity in the merger, or the Merger. At the effective time of the Merger, or the Effective Time, each of our common shares of beneficial interest, $0.01 par value per share, or the TRMT Common Shares, issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.52, or the Exchange Ratio, of one (1) newly issued common share of beneficial interest, $0.001 par value per share, of RMRM, or the RMRM Common Shares, subject to adjustment as described in the Merger Agreement.proposals:

On1. ~~August~~Approval ~~26,~~of ~~2021, in order to satisfy our distribution requirements as a real estate investment trust and to avoid~~ the ~~payment of entity level income and excise tax~~merger, inor ~~accordance with~~ the ~~Merger~~ ~~Agreement~~Merger, ~~our Board~~ of ~~Trustees declared a distribution of $0.17 per TRMT Common Share to~~ the ~~holders~~Company ofwith ~~the~~and ~~TRMT~~into ~~Common~~RMR ~~Shares as~~Mortgage ofTrust, ~~the~~a ~~close~~Maryland ofstatutory ~~business on September 7~~trust, ~~2021, payable on~~ or ~~about September 29~~RMRM, ~~2021~~with ~~and~~RMRM ~~prior~~continuing toas the ~~closing~~surviving ofentity in the Merger, orpursuant to the ~~TRMT~~ ~~Distribution.~~terms ~~Also~~and onsubject ~~August~~to ~~26, 2021,~~ the ~~board~~conditions of ~~trustees~~the ofAgreement ~~RMRM~~and ~~declared~~Plan ~~a distribution~~ of ~~$0.15~~Merger, ~~per~~dated ~~RMRM Common Share to the holders of the RMRM Common Shares~~ as of ~~the~~April ~~close of business on September 7~~26, 2021, ~~payable~~as onit ormay ~~about~~be ~~September~~amended ~~29,~~from ~~2021~~time ~~and prior~~ to ~~the~~ ~~closing of the Merger~~time, or the ~~RMRM~~Merger ~~Distribution~~Agreement, by and, ~~together~~between ~~with~~us ~~the~~and ~~TRMT~~RMRM ~~Distribution,~~and the ~~Distributions.~~other ~~The~~transactions ~~TRMT~~contemplated ~~Distribution, in~~by ~~part, and~~ the ~~RMRM~~Merger ~~Distribution~~Agreement ~~are~~to ~~being~~which ~~paid~~the inCompany ~~lieu~~is ofa ~~our~~party ~~and~~(which ~~RMRM’s~~proposal ~~respective~~we ~~regular~~refer ~~quarterly distribution~~ to ~~shareholders for~~as the ~~quarter~~TRMT ~~ending~~Merger ~~September~~Proposal); ~~30, 2021.~~and

In2. ~~connection~~Approval ~~with~~of the ~~payment~~adjournment of ~~the~~our ~~Distributions and~~special inmeeting ~~accordance~~of ~~with~~shareholders ~~the Merger Agreement, we and RMRM have agreed to adjust the Exchange Ratio~~ from ~~0.52~~time ~~of one (1) RMRM Common Share for each issued and outstanding TRMT Common Share,~~ to ~~0.516 of one (1) RMRM Common Share for each issued and outstanding TRMT Common Share~~time, or ~~the~~if ~~Exchange~~necessary ~~Ratio Adjustment. We and RMRM have entered into a letter agreement,~~ or ~~the Letter Agreement~~appropriate, ~~dated~~including ~~as of August 26, 2021, pursuant~~ to ~~which,~~solicit ~~among~~additional ~~other~~proxies ~~things,~~in ~~RMRM~~favor ~~has~~of ~~consented to~~ the TRMT ~~Distribution~~Merger ~~and~~Proposal weif ~~and~~there ~~RMRM~~are ~~have~~insufficient ~~agreed~~votes toat the ~~Exchange~~time ~~Ratio Adjustment. The foregoing description~~ of ~~the~~such ~~Letter~~adjournment ~~Agreement is not complete and is subject~~ to ~~and~~approve ~~qualified~~such inproposal ~~its~~(which ~~entirety~~proposal bywe ~~reference~~refer to ~~the full~~as ~~text of~~ the ~~letter~~TRMT ~~agreement,~~Adjournment ~~a copy of which is attached as Exhibit 99~~Proposal).~~1 hereto and incorporated by reference herein.~~

~~The~~Each ~~Merger~~of the foregoing proposals is ~~expected~~described toin detail ~~close~~in onthe ordefinitive ~~about~~joint ~~September 30,~~proxy ~~2021~~statement/prospectus, ~~following~~or ~~payment~~the ofJoint ~~the~~Proxy ~~Distributions~~Statement/Prospectus, ~~subject~~we tofiled with the ~~satisfaction~~Securities and Exchange Commission, or ~~waiver~~the ofSEC, on July 26, 2021, and the ~~closing~~Joint ~~conditions~~Proxy ~~specified~~Statement/Prospectus inhas been supplemented by supplements to the ~~Merger~~Joint ~~Agreement~~Proxy Statement/Prospectus we filed with the SEC.

~~The~~For ~~Distributions~~each ~~and~~ of the ~~Exchange~~proposals, ~~Ratio~~a ~~Adjustment~~quorum ~~were~~was ~~recommended,~~present. According ~~as applicable,~~ to ~~each~~the report of ~~our~~the ~~and~~Inspector ~~RMRM’s board~~ of ~~trustees~~Elections, bythe ~~special~~TRMT ~~committees of~~Merger ~~our~~Proposal ~~and~~was ~~RMRM’s~~approved ~~board~~by ofthe ~~trustees,~~requisite ~~respectively,~~vote ~~each~~of ~~comprised~~the ~~solely~~holders of our ~~and RMRM’s disinterested, independent trustees,~~ ~~respectively,~~common ~~and~~shares. The ~~were~~voting ~~separately approved~~results ~~and~~for ~~adopted~~the byTRMT ~~our~~Merger ~~and~~Proposal ~~RMRM’s~~are ~~independent~~as ~~trustees and by our and RMRM’s board of trustees.~~follows:

Additional Information about the Merger

For		Against		Abstain
4,913,246		746,813		38,908

InThe ~~connection~~results ~~with~~reported ~~the Merger,~~above ~~RMRM~~are ~~has~~final ~~filed~~voting with the Securities and Exchange Commission, or the SEC, a Registration Statement on Form S-4 containing a definitive joint proxy statement/prospectus and other documents with respect to the Merger, which was declared effective by the SEC on July 26, 2021results. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

~~The~~We ~~definitive~~did ~~joint~~not ~~proxy statement/prospectus~~call ~~has been mailed to TRMT’s and RMRM’s shareholders. Shareholders may obtain free copies of~~ the ~~RMRM~~vote ~~Registration Statement~~ on ~~Form S-4,~~ the ~~definitive~~TRMT ~~joint~~Adjournment Proposal ~~proxy~~as ~~statement/prospectus~~there ~~and~~were ~~any~~sufficient ~~other~~votes ~~relevant documents filed or~~ to beapprove ~~filed with~~ the ~~SEC~~ ~~at the SEC’s website at www.sec.gov. In addition, shareholders may obtain free copies of~~ TRMT’s ~~filings~~Merger ~~with the SEC from TRMT’s website at www~~Proposal.~~trmtreit.com or RMRM’s filings with the SEC from RMRM’s website at www.rmrmortgagetrust.com.~~

~~Participants~~Additional inInformation ~~the~~about ~~Solicitation Relating to~~ the Merger

~~TRMT,~~In ~~RMRM~~connection ~~and~~with ~~their~~the ~~respective trustees and executive officers~~Merger, ~~and~~RMRM ~~Tremont~~filed ~~Realty~~with ~~Advisors~~the ~~LLC~~SEC, ora ~~TRA, The RMR Group LLC, or RMR LLC, The RMR Group Inc., or RMR Inc.,~~Registration ~~and~~Statement ~~certain~~on ofForm S-4 ~~their~~containing ~~respective directors, officers and employees, may be deemed to be participants in~~ the ~~solicitation~~Joint ofProxy ~~proxies~~Statement/Prospectus ~~from TRMT~~ and ~~RMRM~~other ~~shareholders~~documents inwith respect ofto the Merger, ~~and~~which ~~the~~was ~~other~~declared effective ~~transactions contemplated~~ by the ~~Merger~~SEC ~~Agreement.~~on ~~Information regarding the persons who may~~July 26, ~~under~~2021. ~~the~~This ~~rules~~communication ofdoes ~~the~~not ~~SEC,~~constitute bean ~~considered~~offer ~~participants~~to insell or the solicitation of ~~TRMT’s~~an ~~and~~offer ~~RMRM’s shareholders~~to inbuy ~~connection~~any ~~with~~securities ~~the~~or ~~Merger~~a ~~and~~solicitation ~~the~~of ~~other~~any ~~transactions~~vote ~~contemplated~~or byapproval. ~~the~~SHAREHOLDERS ~~Merger~~ARE ~~Agreement~~URGED isTO ~~set~~READ ~~forth~~THE inJOINT ~~the~~PROXY ~~definitive~~STATEMENT/PROSPECTUS ~~joint proxy~~(INCLUDING ~~statement/prospectus.~~ALL ~~Information~~AMENDMENTS ~~regarding~~AND ~~TRMT’s~~SUPPLEMENTS ~~trustees~~THERETO) ~~and~~AND ~~executive~~ANY ~~officers~~OTHER ~~and~~DOCUMENTS ~~RMRM’s~~FILED ~~trustees~~OR ~~and~~TO ~~executive~~BE ~~officers can~~FILED beWITH ~~found~~THE inSEC ~~TRMT’s~~IN ~~and~~CONNECTION ~~RMRM’s~~WITH ~~respective~~THE ~~definitive~~MERGER ~~proxy~~OR ~~statement for its 2021 Annual Meeting of Shareholders. These~~INCORPORATED ~~documents~~BY ~~are~~REFERENCE ~~available~~IN ~~free~~THE ofJOINT ~~charge~~PROXY onSTATEMENT/PROSPECTUS ~~the~~BECAUSE ~~SEC’s~~THEY ~~website~~CONTAIN ~~and~~AND ~~from~~WILL ~~TRMT~~CONTAIN orIMPORTANT ~~RMRM,~~INFORMATION asABOUT ~~applicable,~~THE ~~using the sources indicated above~~MERGER.

~~Warning~~The ~~Concerning~~Joint Proxy Statement/Prospectus has been mailed to TRMT’s ~~Forward~~and RMRM’s shareholders. Shareholders may obtain free copies of the Registration Statement on Form S-~~Looking~~4, ~~Statements~~the Joint Proxy Statement/Prospectus and any other relevant documents filed or to be filed with the SEC at the SEC’s website at www.sec.gov. In addition, shareholders may obtain free copies of TRMT’s filings with the SEC from TRMT’s website at www.trmtreit.com or RMRM’s filings with the SEC from RMRM’s website at www. rmrmortgagetrust.com.

This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. For example:SIGNATURES

·Pursuant ~~This~~to ~~Current Report on Form 8-K states that we entered into a Merger Agreement with RMRM and that~~ the ~~Merger~~requirements ~~is expected to close on or about September 30, 2021. The closing~~ of the ~~Merger~~Securities Exchange isAct ~~subject to the satisfaction or waiver~~ of ~~conditions~~1934, ~~including~~ the ~~receipt~~registrant ofhas ~~requisite~~duly ~~approvals~~caused bythis ~~our~~report ~~and~~to ~~RMRM’s shareholders. We cannot~~ be ~~sure~~signed ~~that~~on ~~these~~its ~~conditions~~behalf ~~will be satisfied or waived. Accordingly, the Merger may not close~~ by ~~September 30, 2021 or at all, or~~ the ~~terms~~undersigned ofhereunto ~~the~~duly ~~Merger may change~~authorized.

~~The~~TREMONT ~~information~~MORTGAGE ~~contained in~~TRUST ~~our~~By: ~~filings~~/s/ ~~with~~G. ~~the~~Douglas ~~SEC,~~Lanois ~~including~~Name: under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, identifies other important factors that could cause our actual results to differ materially from those stated in or implied by our forward-looking statementsG. ~~Our~~Douglas ~~filings~~Lanois ~~with~~Title: ~~the~~Chief ~~SEC~~Financial ~~are~~Officer ~~available~~and ~~on the SEC’s website at www.sec.gov.~~Treasurer

~~You~~Dated: September 20, ~~should not place undue reliance upon forward-looking statements.~~2021

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

	Exhibit		Description
	99.1		Letter Agreement, dated as of August 26, 2021, between the Company and RMR Mortgage Trust. (Filed herewith.)
	104		Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

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 hereunto duly authorized.

TREMONT MORTGAGE TRUST By: /s/ G. Douglas Lanois Name: G. Douglas Lanois Title: Chief Financial Officer and Treasurer

Dated: August 26, 2021

Filing Compare · Tremont Mortgage Trust