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 ~~March~~June 3130, 2025

☐ 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 in 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 August 1, 2025, there were 15,869,689 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.

Table of Contents

THE RMR GROUP INC.

FORM 10-Q

~~March~~June 3130, 2025

Table of Contents

		Page
PART I.	Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets — March 31, 2025 and September 30, 2024	3
	Condensed Consolidated Balance Sheets — June 30, 2025 and September 30, 2024	3
	Condensed Consolidated Statements of Income — Three and Six Months Ended March 31, 2025 and 2024	4
	Condensed Consolidated Statements of Income — Three and Nine Months Ended June 30, 2025 and 2024	4
	Condensed Consolidated Statements of Shareholders’ Equity — Three and Six Months Ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Shareholders’ Equity — Three and Nine Months Ended June 30, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows — Six Months Ended March 31, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows — Nine Months Ended June 30, 2025 and 2024	7
	Notes to Condensed Consolidated Financial Statements	78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2628
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3738
Item 4.	Controls and Procedures	3739
	Warning Concerning Forward-Looking Statements	3739
PART II.	Other Information
Item 1A.	Risk Factors	3841
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3941
Item 5.	Other Information	39
Item 6.	Exhibits	41
Item 6.	Exhibits	40
	Signatures	43
	Signatures	41

Table of Contents

PART I. Financial Information

Item 1. Financial Statements

The RMR Group Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

(unaudited)

	March 31,		September 30,
	June 30,		September 30,
	2025		2024
Assets
Cash and cash equivalents held by The RMR Group Inc.	$	2122,~~317~~086	$	23,189
Cash and cash equivalents held by The RMR Group LLC	~~115~~99,~~869~~198		118,410
Due from related parties	9084,~~022~~341		134,030
Prepaid and other current assets	1615,~~681~~746		9,789
Assets held for sale	—		8,700
Total current assets	~~243~~221,~~889~~371		294,118
Loans held for investment, net of allowance for credit losses of $113 and $343, respectively	58,086		56,221
Loans held for investment, net of allowance for credit losses of $526 and $343, respectively	63,824		56,221
Property and equipment, net of accumulated depreciation of $5,204 and $3,447, respectively	75,502		76,433
Property and equipment, net of accumulated depreciation of $6,265 and $3,447, respectively	91,144		76,433
Due from related parties, net of current portion	56,~~648~~013		9,350
Investments	3635,~~178~~469		23,733
Goodwill	71,761		71,761
Intangible assets, net of accumulated amortization of $5,675 and $3,719, respectively	17,999		20,299
Intangible assets, net of accumulated amortization of $7,216 and $3,719, respectively	21,955		20,299
Operating lease right of use assets	2523,~~293~~843		27,353
Deferred tax asset	1413,~~030~~637		15,163
Other assets, net of accumulated amortization of $92,448 and $87,740, respectively	101,355		106,063
Other assets, net of accumulated amortization of $94,802 and $87,740, respectively	99,001		106,063
Total assets	$	~~649~~648,~~741~~018	$	700,494
Liabilities and Equity
Reimbursable accounts payable and accrued expenses	$	5346,~~152~~678	$	90,444
Accounts payable and accrued expenses	3845,~~194~~197		31,599
Current portion of Earnout liability	~~122~~—		517
Operating lease liabilities	5,~~700~~574		5,906
Liabilities held for sale	—		4,973
Total current liabilities	97,~~168~~449		133,439
Operating lease liabilities, net of current portion	2018,~~029~~633		22,147
Amounts due pursuant to tax receivable agreement, net of current portion	18,442		18,442
Employer compensation liability, net of current portion	56,~~648~~013		9,350
Earnout liability, net of current portion	76,~~156~~108		11,441
Secured financing facility, net	4146,~~084~~681		41,109
Mortgage note payable	45,289		45,149
Mortgage note payable, net	45,359		45,149
Total liabilities	~~234~~238,~~816~~685		281,077
Commitments and contingencies
Equity:
Class A common stock, $0.001 par value; 32,500,000 and 31,950,000 shares authorized, respectively; 15,879,239 and 15,846,025 shares issued and outstanding, respectively	16		16
Class A common stock, $0.001 par value; 32,500,000 and 31,950,000 shares authorized, respectively; 15,869,860 and 15,846,025 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	~~120~~121,~~689~~148		118,811
Retained earnings	~~446~~450,~~222~~408		436,226
Cumulative common distributions	(~~332~~340,~~656~~251)		(317,495)
Total shareholders’ equity	~~234~~231,~~287~~337		237,574
Noncontrolling interest in The RMR Group LLC	~~177~~175,~~960~~409		181,439
Noncontrolling interest in consolidated entities	2,678		404
Noncontrolling interest in other consolidated entities	2,587		404
Total noncontrolling interests	~~180~~177,~~638~~996		181,843
Total equity	~~414~~409,~~925~~333		419,417
Total liabilities and equity	$	~~649~~648,~~741~~018	$	700,494

See accompanying notes.

Table of Contents

The RMR Group Inc.

Condensed Consolidated Statements of Income

(amounts in thousands, except per share amounts)

(unaudited)

Three Months Ended

~~Six~~Nine Months Ended

March 31,

June 30,

2025

2024

2025

2024

Revenues:

Management services

4442,~~382~~724

4847,~~460~~769

90133,~~565~~289

93141,~~554~~323

Incentive fees

19229

60370

87316

~~359~~729

Advisory services

1,~~104~~115

1,~~126~~127

23,~~245~~360

23,~~251~~378

Total management, incentive and advisory services revenues

4544,~~505~~068

49,~~646~~266

92136,~~897~~965

96145,~~164~~430

Income from loan investments, net

~~646~~677

—

1,~~192~~869

—

Rental property revenues

12,~~425~~033

~~198~~191

35,~~047~~080

~~224~~415

Reimbursable compensation and benefits

2018,~~611~~337

22,~~629~~786

4260,~~401~~738

3962,~~457~~243

Reimbursable equity based compensation

1,~~132~~636

~~242~~1,088

~~702~~2,338

23,~~569~~657

Other reimbursable expenses

9787,~~349~~977

~~145~~132,~~232~~339

~~245~~333,~~905~~882

~~341~~473,~~230~~569

Total reimbursable costs

~~119~~107,~~092~~950

~~168~~156,~~103~~213

~~289~~396,~~008~~958

~~383~~539,~~256~~469

Total revenues

~~166~~154,~~668~~728

~~217~~205,~~947~~670

~~386~~540,~~144~~872

~~479~~685,~~644~~314

Expenses:

Compensation and benefits

4238,~~051~~603

4445,~~168~~031

84123,~~613~~216

78123,~~940~~971

Equity based compensation

12,~~606~~090

~~700~~1,614

13,~~732~~822

35,~~529~~143

Separation costs

31,~~455~~880

~~410~~771

35,~~455~~335

34,~~954~~725

Total compensation and benefits expense

4742,~~112~~573

4547,~~278~~416

89132,~~800~~373

86133,~~423~~839

General and administrative

119,~~246~~631

11,~~693~~436

2232,~~530~~161

2132,~~207~~643

Other reimbursable expenses

9787,~~349~~977

~~145~~132,~~232~~339

~~245~~333,~~905~~882

~~341~~473,~~230~~569

Rental property expenses

~~395~~748

6679

~~821~~1,569

78157

Transaction and acquisition related costs

~~549~~820

~~2,328~~915

12,~~336~~156

67,~~315~~230

Depreciation and amortization

23,~~457~~006

1,~~223~~234

47,~~804~~810

12,~~646~~880

Total expenses

~~159~~144,~~108~~755

~~205~~193,~~820~~419

~~365~~509,~~196~~951

~~456~~650,~~899~~318

Operating income

79,~~560~~973

12,~~127~~251

2030,~~948~~921

2234,~~745~~996

Interest income

1,~~377~~182

2,~~523~~638

24,~~933~~115

68,~~031~~669

Interest expense

(~~871~~1,062)

(80)

(12,~~570~~632)

(91171)

Change in fair value of Earnout liability

1,~~270~~170

~~(300)~~1,064

45,~~680~~850

~~(300)~~764

(Loss) gain on investments

(~~709~~215)

~~563~~188

(1,~~780~~995)

4,~~612~~800

Gain on sale of real estate

~~445~~—

—

445

—

Income before income tax expense

911,~~072~~048

1416,~~833~~061

2536,~~656~~704

3249,~~997~~058

Income tax expense

(1,~~378~~753)

(23,~~120~~657)

(35,~~854~~607)

(48,~~758~~415)

Net income

79,~~694~~295

12,~~713~~404

2131,~~802~~097

2840,~~239~~643

Net income attributable to noncontrolling interest in The RMR Group LLC

(45,~~337~~200)

(67,~~863~~482)

(1217,~~059~~259)

(1522,~~394~~876)

Net loss attributable to other noncontrolling interests

~~259~~91

1213

~~253~~344

1427

Net income attributable to The RMR Group Inc.

34,~~616~~186

54,~~862~~935

914,~~996~~182

1217,~~859~~794

Weighted average common shares outstanding - basic

16,~~616~~660

16,~~515~~542

16,~~614~~630

16,~~511~~522

Weighted average common shares outstanding - diluted

16,~~616~~660

3116,~~539~~542

31,~~617~~633

3116,~~525~~522

Net income attributable to The RMR Group Inc. per common share - basic

0.2125

0.3529

0.5983

01.7706

Net income attributable to The RMR Group Inc. per common share - diluted

0.2125

0.3429

0.5882

01.7506

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

Table of Contents

The RMR Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(dollars in thousands)

(unaudited)


															Noncontrolling Interests in:
	Class A Common Stock		Class B-1 Common Stock		Class B-2 Common Stock		Additional Paid In Capital		Retained Earnings		Cumulative Common Distributions		Total Shareholders' Equity		The RMR Group LLC		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

Table of Contents

The RMR Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(dollars in thousands)

(unaudited)

															Noncontrolling Interests in:
	Class A Common Stock		Class B-1 Common Stock		Class B-2 Common Stock		Additional Paid In Capital		Retained Earnings		Cumulative Common Distributions		Total Shareholders' Equity		The RMR Group LLC		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
Balance at September 30, 2023	$	16	$	1	$	15	$	116,010	$	413,096	$	(289,072)	$	240,066	$	183,597	$	—	$	423,663
Share awards, net	—		—		—		~~550~~588		—		—		~~550~~588		—		—		~~550~~588
Net income	—		—		—		—		6,~~380~~997		—		6,~~380~~997		78,~~722~~531		6(2)		1415,~~108~~526
Tax distributions to member	—		—		—		—		—		—		—		(24,~~886~~102)		—		(24,~~886~~102)
Common share distributions	—		—		—		—		—		(76,~~581~~684)		(76,~~581~~684)		(4,800)		—		(1211,~~381~~484)
Consolidation of investments	—		—		—		—		—		—		—		—		2,936		2,936
Acquisition of MPC Partnership Holdings LLC	—		—		—		—		—		—		—		—		444		444
Balance at December 31, 2024	16		1		15		119,361		442,606		(325,076)		236,923		181,475		3,346		421,744
Balance at December 31, 2023	16		1		15		116,598		420,093		(295,756)		240,967		183,226		442		424,635
Share awards, net	—		—		—		1,~~328~~356		—		—		1,~~328~~356		—		—		1,~~328~~356
Net income	—		—		—		—		35,~~616~~862		—		35,~~616~~862		46,~~337~~863		(~~259~~12)		712,~~694~~713
Tax distributions to member	—		—		—		—		—		—		—		(3,~~052~~059)		—		(3,~~052~~059)
Common share distributions	—		—		—		—		—		(76,~~580~~684)		(76,~~580~~684)		(4,800)		—		(1211,~~380~~484)
Member distributions upon sale of 260 Woodstock	—		—		—		—		—		—		—		—		(409)		(409)
Balance at March 31, 2024	16		1		15		117,954		425,955		(302,440)		241,501		182,230		430		424,161
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	—		—		—		500		—		—		500		—		—		500
Net income	—		—		—		—		4,935		—		4,935		7,482		(13)		12,404
Tax distributions to member	—		—		—		—		—		—		—		(3,079)		—		(3,079)
Common share distributions	—		—		—		—		—		(7,529)		(7,529)		(4,800)		—		(12,329)
Balance at June 30, 2024	$	16	$	1	$	15	$	118,454	$	430,890	$	(309,969)	$	239,407	$	181,833	$	417	$	421,657

Balance at September 30, 2023	$	16	$	1	$	15	$	116,010	$	413,096	$	(289,072)	$	240,066	$	183,597	$	—	$	423,663
Share awards, net	—		—		—		588		—		—		588		—		—		588
Net income	—		—		—		—		6,997		—		6,997		8,531		(2)		15,526
Tax distributions to member	—		—		—		—		—		—		—		(4,102)		—		(4,102)
Common share distributions	—		—		—		—		—		(6,684)		(6,684)		(4,800)		—		(11,484)
Acquisition of MPC Partnership Holdings LLC	—		—		—		—		—		—		—		—		444		444
Balance at December 31, 2023	16		1		15		116,598		420,093		(295,756)		240,967		183,226		442		424,635
Share awards, net	—		—		—		1,356		—		—		1,356		—		—		1,356
Net income	—		—		—		—		5,862		—		5,862		6,863		(12)		12,713
Tax distributions to member	—		—		—		—		—		—		—		(3,059)		—		(3,059)
Common share distributions	—		—		—		—		—		(6,684)		(6,684)		(4,800)		—		(11,484)
Balance at March 31, 2024	$	16	$	1	$	15	$	117,954	$	425,955	$	(302,440)	$	241,501	$	182,230	$	430	$	424,161

See accompanying notes.

Table of Contents

The RMR Group Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

	Six Months Ended March 31,
	Nine Months Ended June 30,
	2025		2024
Cash Flows from Operating Activities:
Net income	$	2131,~~802~~097	$	2840,~~239~~643
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	47,~~804~~810		12,~~646~~880
Straight line rent, net	(~~263~~335)		(~~155~~265)
Amortization expense related to other assets	47,~~708~~062		47,~~708~~062
Reversal of credit losses	(~~153~~36)		—
Provision for deferred income taxes	1,~~133~~526		1,~~273~~545
Gain on sale of real estate	(445)		—
Change in fair value of Earnout liability	(45,~~680~~850)		~~300~~(764)
Operating expenses paid in The RMR Group Inc. common shares	12,~~907~~500		2,~~068~~594
Distributions from investments	1,~~196~~793		1,~~195~~793
Loss (gain) on investments	1,~~780~~995		(4,~~612~~800)
Changes in assets and liabilities:
Due from related parties	4045,~~847~~570		2917,~~366~~757
Prepaid and other current assets	(65,~~892~~957)		(~~3,192~~246)
Reimbursable accounts payable and accrued expenses	(3743,~~292~~766)		(2613,~~821~~306)
Accounts payable and accrued expenses	917,~~542~~154		112,~~001~~176
Net cash provided by operating activities	3760,~~994~~118		3567,~~016~~069
Cash Flows from Investing Activities:
Acquisition of MPC Partnership Holdings LLC, net of cash acquired	—		(78,771)
Additional funding of loans held for investment	(1,400)		—
Rental property acquisition	(21,509)		—
Purchase of property and equipment	(2,131)		(1,873)
Additional funding of loans held for investment	(7,430)		—
Purchase of property and equipment	(2,574)		(2,624)
Investment in fund	(768)		—
Investment in joint ventures	(11,~~031~~134)		—
Proceeds from sale of property	4,198		—
Net cash used in investing activities	(1139,~~132~~217)		(8081,~~644~~395)
Cash Flows from Financing Activities:
Payment of deferred financing fees	(138)		—
Proceeds from secured financing facility	5,573		—
Distributions to noncontrolling interests	(15,538)		(16,761)
Payment of deferred financing fees	(172)		—
Distributions to common shareholders	(15,161)		(13,368)
Distributions to noncontrolling interests	(23,289)		(24,640)
Distributions to common shareholders	(22,756)		(20,897)
Member distributions upon sale of 260 Woodstock	(409)		—
Repurchase of common shares	(29163)		(~~124~~150)
Net cash used in financing activities	(3141,~~275~~216)		(3045,~~253~~687)
Decrease in cash and cash equivalents	(420,~~413~~315)		(7560,~~881~~013)
Cash and cash equivalents at beginning of period	141,599		267,989
Cash and cash equivalents at end of period	$	~~137~~121,~~186~~284	$	~~192~~207,~~108~~976
Supplemental Disclosures:
Income taxes paid	$	34,~~813~~240	$	68,~~537~~362
Interest paid	$	24,~~962~~488	$	—
Non-cash investing and financing activities:
Recognition of right of use assets and related lease liabilities	$	1,352	$	23,~~961~~157
Recognition of Earnout liability	$	—	$	14,547
Assumption of mortgage note payable	$	—	$	5,429
Property and equipment accrued, not paid	$	—160	$	68618

See accompanying notes.

Table of Contents

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 ~~March~~June 3130, 2025, RMR Inc. owned 15,~~879~~869,~~239~~860 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 52.9% of the economic interest of RMR LLC as of ~~March~~June 3130, 2025. 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 47.1% of the economic interest of RMR LLC as of ~~March~~June 3130, 2025, which is presented as noncontrolling interest in the RMR Group LLC within the condensed consolidated financial statements. Adam Portnoy, the Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee of 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 medical office and life science properties, senior living communities 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 hotels and service-focused retail net lease properties. 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. The Managed Equity REITs and SEVN are collectively referred to as the Perpetual Capital clients.

RMR LLC provides management services to AlerisLife Inc., or AlerisLife, an operator of senior living communities, many of which are owned by DHC, and 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 many of the U.S. hotels that Sonesta operates are owned by SVC.

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 own minority equity interests. These other private clients, along with AlerisLife, Sonesta and clients of RMR Residential are collectively referred to as the Private Capital clients.

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, 2024, or our 2024 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.

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Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

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.

We report our results in a single reportable segment, which reflects how our chief operating decision maker, or the CODM, allocates resources and evaluates our financial results. 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 purchase price allocations, useful lives of intangibles and the fair value of certain assets and liabilities. The actual results could differ from these estimates.

Recent Accounting Pronouncements

Segments. On November 27, 2023, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Accounting Standards Codification, or ASC, 280, Segment Reporting, or ASC 280, in interim periods; and iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. WeThe implementation of this ASU will not have a material impact on our consolidated financial statements and we will apply the requirements of ASU No. 2023-07 for our fiscal year ending September 30, 2025 and subsequent interim periods.

Income Taxes. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its 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. WeThe implementation of this ASU will not have a material impact on our consolidated financial statements and we will apply the requirements of ASU No. 2023-07 for our fiscal year ending September 30, 2026.

Note 3. ~~Acquisition of MPC Partnership Holdings LLC~~Acquisitions

MPC Partnership Holdings LLC

On December 19, 2023, or the Acquisition Date, RMR LLC acquired all of the issued and outstanding equity interests of MPC Partnership Holdings LLC, or MPC (now doing business as RMR Residential), or the Acquisition. The Acquisition was accounted for as a business combination under the FASB ASC Topic 805, Business Combinations. The purchase price of $99,021 was allocated to the assets acquired and liabilities assumed based on estimates of fair values as of the Acquisition Date. We have completed the purchase price allocation for the Acquisition with no material adjustments from those disclosed within our 2024 Annual Report on Form 10-K.

As part of the Acquisition, we acquired a 90.0% economic ownership interest in 260 Woodstock Investor, LLC, a mixed-use apartment complex located in Woodstock, GA, or the Woodstock Property. In January 2025, we sold the Woodstock Property for a sales price of $9,800, excluding closing costs, and recorded a $445 gain on sale of real estate for the ~~three~~nine ~~and six~~ months ended ~~March~~June 3130, 2025. We received net proceeds of $4,198 and made capital distributions to members of 260 Woodstock Investor, LLC of $409 for the ~~three~~nine ~~and six~~ months ended ~~March~~June 3130, 2025.

~~Note 4.~~Wholly ~~Revenue~~Owned ~~Recognition~~Value-Add Retail

~~Revenues~~In ~~from~~the ~~services~~third fiscal quarter of 2025, we ~~provide~~acquired ~~are~~a ~~recognized~~community asshopping ~~earned~~center ~~over~~near ~~time~~Chicago, IL in an all-cash transaction for a purchase price of $21,250, excluding $259 in capitalized acquisition costs. This transaction was accounted for as an asset acquisition. Our allocation of the ~~services~~purchase ~~provided~~price ~~represent~~of ~~performance~~this ~~obligations~~acquisition ~~that~~is ~~are~~based ~~satisfied~~on ~~over~~the ~~time.~~relative fair value of the acquired assets and liabilities as follows:

~~Management Agreements with the Managed Equity REITs~~9

We are party to a business management and a property management agreement with each Managed Equity REIT. The following is a summary of the fees we earn pursuant to our business management agreements with the Managed Equity REITs. For a summary of the fees we earn pursuant to our property management agreements with the Managed Equity REITs, see Property Management Agreements, below.

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Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)


Land	$	5,405
Building and improvements	11,146
Acquired leases	5,498
Below market lease liability	(540)
Total consideration	$	21,509

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.

Management Agreements with the Managed Equity REITs

Base Business Management Fees — We earn annual base business management fees from the Managed Equity REITs by providing continuous services pursuant to business management agreements equal to the lesser of:

•the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250,000, plus (c) 0.5% of the average invested capital exceeding $250,000; and

•the sum of (a) 0.7% of the average market capitalization, as defined in the applicable business management agreement, up to $250,000, plus (b) 0.5% of the average market capitalization exceeding $250,000.

The foregoing base business management fees are paid in cash monthly in arrears.

We earned aggregate base business management fees from the Managed Equity REITs of $19,~~578~~476 and $2120,~~246~~604 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $3959,~~977~~453 and $4263,~~796~~400 for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, respectively.

Incentive Business Management Fees — We may also earn annual incentive business management fees from the Managed Equity REITs under the business management agreements. The incentive business management fees, which are payable in cash, are contingent performance based fees recognized only when earned at the end of each respective measurement period. Incentive business management fees are excluded from the transaction price until it becomes probable that there will not be a significant reversal of cumulative revenue recognized.

The incentive business management fees are calculated for each Managed Equity REIT as 12.0% of the product of (a) the equity market capitalization of the Managed Equity REIT, as defined in the applicable business management agreement, on the last trading day of the year immediately prior to the relevant measurement period and (b) the amount, expressed as a percentage, by which the Managed Equity REIT’s total return per share, as defined in the applicable business management agreement, exceeded the applicable benchmark total return per share, as defined in the applicable business management agreement, of a specified REIT index identified in the applicable business management agreement for the measurement period, as adjusted for net share issuances during the period and subject to caps on the values of the incentive fees. The measurement period for the annual incentive business management fees is defined as the three year period ending on December 31 of the year for which such fee is being calculated.

We did not earn incentive business management fees from the Managed Equity REITs for calendar years 2024 or 2023.

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Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Other Management Agreements

We earn management fees by providing continuous services pursuant to the management agreements with ABP Trust regarding AlerisLife and with Sonesta; equal to 0.6% of: (i) in the case of AlerisLife, AlerisLife’s revenues from all sources reportable under GAAP, less any revenues reportable by AlerisLife with respect to properties for which it provides management services, plus the gross revenues at those properties determined in accordance with GAAP, payable in cash monthly in arrears; and (ii) in the case of Sonesta, Sonesta’s estimated revenues from all sources reportable under GAAP, less any estimated revenues reportable by Sonesta with respect to hotels for which it provides management services, plus the estimated gross revenues at those hotels determined in accordance with GAAP, payable in cash monthly in advance.

We also earn management fees from certain other Private Capital clients based on a percentage of average invested capital, as defined in the applicable management agreements. These management fees are payable in cash monthly in arrears.

We earned aggregate base business management fees from the Private Capital clients of $67,~~579~~216 and $67,~~613~~226 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $1320,~~386~~602 and $1320,~~295~~521 for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, respectively.

Property Management Agreements

We earn property management fees by providing continuous services pursuant to property management agreements with the Managed Equity REITs, SEVN, RMR Residential and certain Private Capital clients. We generally earn fees under these agreements between 2.5% to 3.5% of gross collected rents. Also, under the terms of the property management agreements, we receive additional fees for construction supervision services up to 5.0% of the cost of such construction. In addition, we earn fees under our RMR Residential property management agreements for providing certain marketing, information technology and other management services, as defined in the applicable management agreements, and the related costs are included in general and administrative expenses in our condensed consolidated financial statements. These management fees are payable in cash monthly in arrears.

9For the three months ended June 30, 2025 and 2024, we earned aggregate property management fees of $16,032 and $19,939, respectively, including construction supervision fees of $1,623 and $3,567, respectively. For the nine months ended June 30, 2025 and 2024, we earned aggregate property management fees of $52,570 and $57,402, respectively, including construction supervision fees of $7,247 and $12,449, respectively.

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Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

~~fees~~Management ~~under~~Agreements ~~our~~with ~~RMR~~Joint Residential property management agreements for providing certain marketing, information technology and other management services, as defined in the applicable management agreements, and the related costs are included in general and administrative expenses in our condensed consolidated financial statements. These management fees are payable in cash monthly in arrears.Ventures

~~For~~We ~~the~~enter ~~three~~into ~~months~~joint ~~ended~~venture ~~March~~arrangements ~~31,~~with ~~2025~~the ~~and~~intent ~~2024,~~to ~~we earned aggregate property management fees of $17~~acquire,~~561~~ improve and ~~$20,601,~~sell ~~respectively,~~commercial ~~including~~real ~~construction~~estate. ~~supervision~~We ~~fees~~have ofmanagement ~~$1,795~~agreements ~~and~~with ~~$3,611,~~these ~~respectively.~~joint ~~For~~ventures ~~the~~that ~~six~~entitle ~~months~~us ~~ended~~to ~~March~~certain 31fees, ~~2025~~such ~~and~~as ~~2024~~property management, weconstruction ~~earned aggregate property~~ management fees ~~of $36,538~~ and ~~$37,463,~~reimbursements ~~respectively,~~of ~~including~~certain ~~construction~~costs ~~supervision~~incurred ~~fees~~on behalf of ~~$5,624~~the ~~and~~joint ~~$8,882, respectively~~ventures. Other applicable fees include:

~~Management~~Acquisition ~~Agreements~~Fees ~~with~~— ~~Private~~We ~~Capital~~recognize ~~Joint~~revenue ~~Ventures~~when the performance obligation related to the acquisition services is satisfied, typically at the closing of the real estate transaction. Acquisition fees are recorded in management services in our condensed consolidated statements of income. We recognized acquisition fee revenue of $664 for the nine months ended June 30, 2025.

WeCarried ~~enter~~Interest ~~into~~Revenues ~~joint~~— ~~venture~~For ~~arrangements~~certain ~~with~~investments, ~~the~~through ~~intent~~our subsidiaries, we invest alongside limited partners in investment vehicles and are entitled to ~~acquire~~a pro-rata share of their results, ~~improve~~or ~~and~~a ~~sell~~pro-rata ~~commercial~~allocation. ~~real~~In ~~estate~~addition ~~for~~to a ~~risk~~pro-~~adjusted~~rata ~~return~~allocation, and assuming certain investment returns are achieved, we are entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as a carried interest. We ~~have~~recognize carried interest in accordance with the performance-based fee arrangements outlined in our investment management agreements. ~~with~~Carried ~~these~~interest ~~joint~~is ~~ventures~~recognized ~~that~~when ~~entitle~~the usperformance tocriteria ~~certain~~specified ~~fees~~in the agreements are met, typically upon the realization of investment gains that exceed a predetermined hurdle rate. The recognition of such asrevenues ~~property~~is ~~management~~contingent upon the achievement of both the investment return threshold and the requisite performance period. This ensures that the earnings process is substantially complete, ~~construction~~the ~~management~~amount ~~fees~~is reasonably estimable and ~~reimbursements~~it is no longer probable that there will be significant reversals. Given the unique nature of ~~certain~~each ~~costs~~fee ~~incurred~~arrangement and need for significant judgment, contracts with our clients are evaluated on ~~behalf~~an ofindividual basis to determine the ~~joint~~timing ~~ventures~~of revenue recognition. ~~Other~~Accordingly, ~~applicable~~a portion of fees ~~include:~~we recognize may be partially related to services performed in prior periods that meet recognition criteria in the current period. We did not recognize any carried interest revenues for the three and nine months ended June 30, 2025 and 2024.

Acquisition Fees — We recognize revenue when the performance obligation related to the acquisition services is satisfied, typically at the closing of the real estate transaction. Acquisition fees are recorded in management services in our condensed consolidated statements of income. We recognized acquisition fee revenue of $664 for the three and six months ended March 31, 2025.

Carried Interest Revenues — For certain investments, through our subsidiaries, we invest alongside limited partners in investment vehicles and are entitled to a pro-rata share of their results, or a pro-rata allocation. In addition to a pro-rata allocation, and assuming certain investment returns are achieved, we are entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as a carried interest. We recognize carried interest in accordance with the performance-based fee arrangements outlined in our investment management agreements. Carried interest is recognized when the performance criteria specified in the agreements are met, typically upon the realization of investment gains that exceed a predetermined hurdle rate. The recognition of such revenues is contingent upon the achievement of both the investment return threshold and the requisite performance period. This ensures that the earnings process is substantially complete, the amount is reasonably estimable and it is no longer probable that there will be significant reversals. Given the unique nature of each fee arrangement and need for significant judgment, contracts with our clients are evaluated on an individual basis to determine the timing of revenue recognition. Accordingly, a portion of fees we recognize may be partially related to services performed in prior periods that meet recognition criteria in the current period. We did not recognize any carried interest revenues for the three and six months ended March 31, 2025 and 2024.

Management Agreements with Advisory Clients

Tremont is primarily compensated pursuant to its management agreement with SEVN at an annual rate of 1.5% of equity, as defined in the applicable agreement. Tremont may also earn an incentive fee under its management agreement with SEVN equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) core earnings, as defined in the applicable agreements, for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (B) the product of (1) equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (2) 7% per year and (b) the sum of any incentive fees paid to Tremont with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No incentive fee shall be payable with respect to any calendar quarter unless core earnings for the 12 most recently completed calendar quarters in the aggregate is greater than zero. The incentive fee may not be less than zero.

For the three months ended ~~March~~June 3130, 2025 and 2024, we earned incentive fees from SEVN of $19229 and $60370, respectively, and $87316 and $~~359~~729 for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, respectively. We earned advisory services revenue of $1,~~104~~115 and $1,~~126~~127 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $23,~~245~~360 and $23,~~251~~378 for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, respectively.

10Other Revenues

Income from our loan investments related to our commercial real estate mortgage loans is generally accrued based on the coupon rates applied to the outstanding principal balance of such loans. Fees, premiums and discounts, if any, will be amortized or accreted into income from loan investments over the remaining term of such loans using the effective interest method, as adjusted for any prepayments. For the three and nine months ended June 30, 2025, we earned income from loan investments, net of $677 and $1,869, respectively.

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Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

~~Other~~Leases ~~Revenues~~with our residential and retail tenants provide for base rent payments and may include variable payments or non-lease components, such as property level operating expenses reimbursed by our tenants as well as other required lease payments. We have made the policy election not to separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of non-lease components are the same as those of the lease components. Rental income from these operating leases is recognized on a straight line basis when collectability of substantially all of the lease payments is probable. For the three months ended June 30, 2025 and 2024, we earned rental property revenues of $2,033 and $191, respectively, and $5,080 and $415 for the nine months ended June 30, 2025 and 2024, respectively.

Interest income related to our commercial real estate mortgage loans is generally accrued based on the coupon rates applied to the outstanding principal balance of such loans. Fees, premiums and discounts, if any, will be amortized or accreted into interest income over the remaining lives of the loans using the effective interest method, as adjusted for any prepayments. Revenues from our rental of residential property is recognized on a straight line basis over the underlying lease term.

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.

Reimbursable Compensation and Benefits — Reimbursable compensation and benefits include 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. We recognize the revenue for reimbursements when we incur the related reimbursable compensation and benefits expense on behalf of our clients.

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. The revenue in respect of each award is based on the fair value as of the award date for those shares that have vested, with subsequent changes in the fair value of the unvested awards being recognized in our condensed consolidated statements of income over the requisite service periods. We record an equal, offsetting amount as equity based compensation expense for the value of these awards.

Other Reimbursable Expenses — Other reimbursable expenses include reimbursements that arise from services we provide pursuant to our property management agreements, which include third party costs related to matters such as maintenance and repairs, development costs, security and cleaning services, a significant portion of which are charged or passed through to and paid by tenants of our clients.

Note 5. Loans Held for Investment, Net

As part of our strategic initiative to expand our private capital business, our plan is to amass a small portfolio of loans, financed, in part, through a bank repurchase facility, in a Tremont managed vehicle and bring in third parties to invest in the vehicle. The vehicle would then continue growing by making additional loans.

Generally, these loans are classified as held for investment based upon our intent and ability to hold them until maturity. Loans that are held for investment are carried at cost, net of unamortized loan origination fees, accreted exit fees, unamortized premiums and unaccreted discounts, as applicable, that are required to be recognized in the carrying value of the loans in accordance with GAAP, unless the loans are determined to be collateral dependent.

During the ~~six~~three and nine months ended ~~March~~June 3130, 2025, we funded an additional $16,~~400~~030 and $7,430, respectively, to the borrower of our floating rate first mortgage loan secured by an industrial property in Wayne, PA.

During the three and ~~six~~nine months ended ~~March~~June 3130, 2025, we amortized an aggregate $~~118~~121 and $~~235~~356, respectively, in deferred origination fees and exit fees. As of ~~March~~June 3130, 2025 and September 30, 2024, deferred origination fees of $~~511~~439 and $651, respectively, remain unamortized and we accrued $~~130~~179 and $35, respectively, in exit fee receivables, which we include in loans held for investment in our condensed consolidated balance sheets.

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Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

The table below provides overall statistics for our loan portfolio as of ~~March~~June 3130, 2025 and September 30, 2024:

	March 31, 2025			September 30, 2024
	June 30, 2025			September 30, 2024
Number of loans	2			2
Total loan commitments	$	67,000		$	67,000
Unfunded loan commitments (1)	$	82,~~420~~390		$	9,820
Principal balance	$	5864,~~580~~610		$	57,180
Weighted average coupon rate	8.3940		%	9.15		%
Weighted average all in yield (2)	9.3327		%	10.13		%
Weighted average floor	4.34		%	4.34		%
Weighted average maximum maturity (years) (3)	4.2702			4.80

(1)Unfunded loan commitments are primarily used to finance property improvements and leasing capital and are generally funded over the term of the loan.

(2)All in yield represents the yield on a loan, including amortization of deferred fees over the initial term of the loan.

(3)Maximum maturity assumes all borrower loan extension options have been exercised, which options are subject to the borrower meeting certain conditions.

Credit Quality Information

We evaluate the credit quality of each of our loans at least quarterly by assessing a variety of risk factors in relation to each loan and assigning a risk rating to each loan based on those factors. The higher the number, the greater the risk level. As of ~~March~~June 3130, 2025, our two loans had an internal risk rating of 3. See our 2024 Annual Report on Form 10-K for more information regarding our loan risk ratings.

Allowance for Credit Losses

The measurement of current expected credit losses, or CECL, is based upon historical experience, current conditions, and reasonable and supportable forecasts incorporating forward-looking information that affect the collectability of the reported amount. Accounting Standards Update, or ASU, No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments prescribes a forward-looking “expected loss” model that generally will result in the earlier recognition of credit losses and is applicable to financial assets measured at amortized cost and off-balance sheet credit exposures, such as unfunded loan commitments.

The allowance for credit losses required under ASU No. 2016-13 is a valuation account that is deducted from the related loans’ amortized cost basis in our consolidated balance sheets. Our loans typically include commitments to fund incremental proceeds to borrowers over the life of the loan; these future funding commitments are also subject to the CECL model. The allowance for credit losses related to unfunded loan commitments is included in accounts payable and accrued expenses in our condensed consolidated balance sheets.

Given the lack of historical loss data related to our loan portfolio, we estimate our expected losses using an analytical model that considers the likelihood of default and loss given default for each individual loan. This analytical model incorporates data from a third party database with historical loan loss information for commercial mortgage-backed securities, or CMBS, and commercial real estate, or CRE, loans since 1998. We estimate the allowance for credit losses for our loan portfolio, including unfunded loan commitments, at the individual loan level. Significant inputs to the model include certain loan specific data, such as loan to value, or LTV, property type, geographic location, occupancy, vintage year, remaining loan term, net operating income, expected timing and amounts of future loan fundings, and macroeconomic forecast assumptions, including the performance of CRE assets, unemployment rates, interest rates and other factors. We utilize the model to estimate credit losses over a reasonable and supportable economic forecast period, followed by a straight-line reversion period to average historical losses. Average historical losses are established using a population of third party historical loss data that approximates our portfolio as of the

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(dollars in thousands, except per share amounts)

~~portfolio as of the~~ measurement date. We evaluate the estimated allowance for each of our loans individually and we consider our internal loan risk rating as the primary credit quality indicator underlying our assessment.

We estimate credit losses over a reasonable and supportable forecast period of 12 months, followed by a straight-line reversion period of 12 months back to average historical losses. As of ~~March~~June 3130, 2025 and September 30, 2024, we recorded an allowance for credit losses of $~~113~~526 and $343, respectively, related to our then outstanding loans held for investment and increased accounts payable and accrued expenses by $~~336~~40 and $259, respectively, related to then unfunded loan commitments. Aggregate provision for (reversal of) credit losses was $81117 and $~~153~~(36) for the three and ~~six~~nine months ended ~~March 31~~June 30, 2025, respectively.

We have elected to exclude accrued interest receivable from amortized cost and not to measure an allowance for credit losses on accrued interest receivable. Accrued interest receivables are generally written off when payments are 120 days past due. Such amounts, if any, are reversed against interest income and no further interest will be recorded until it is collected. As of ~~March~~June 3130, 2025, we recognized $~~422~~388 in prepaid and other current assets in our condensed consolidated balance sheets related to accrued interest receivable on our loans and no amounts were written off for the three and ~~six~~nine months ended ~~March~~June 3130, 2025.

As of ~~March~~June 3130, 2025 and ~~April~~August 301, 2025, our borrowers with outstanding loans had paid their debt service obligations owed and due to us. Prior to June 30, 2025, the borrower of our floating rate first mortgage loan secured by a hotel in Revere, MA gave notice of its intent to make a $3,000 partial repayment on its loan by August 10, 2025.

Note 6. Indebtedness

Secured Financing Facility, Net

Our secured financing facility is governed by our master repurchase agreement with UBS AG, or UBS, or our UBS Master Repurchase Agreement. See our 2024 Annual Report on Form 10-K for more information regarding our UBS Master Repurchase Agreement and secured financing facility.

~~Our~~During ~~secured~~the ~~financing~~three ~~facility~~and ~~has~~nine anmonths ~~aggregate~~ended ~~maximum~~June ~~capacity~~30, ~~of $200~~2025,~~000~~ ~~and~~we ~~the~~borrowed ~~table~~an ~~below~~additional ~~summarizes~~$5,573 on our secured financing facility asto fund advances to the borrower of ~~March 31,~~our ~~2025~~floating ~~and~~rate ~~September 30~~first mortgage loan secured by an industrial property in Wayne, ~~2024:~~PA.

	Principal Balance		Carrying Value(1)		Coupon Rate (2)		Remaining Maturity (years)	Maturity Date	Collateral Principal Balance
March 31, 2025:
Revere, MA (Hotel)	$	28,770	$	28,376	7.22	%	1.25	7/1/2026	$	40,000
Wayne, PA (Industrial)	12,885		12,708		7.17	%	2.30	7/18/2027	18,580
Total/weighted average	$	41,655	$	41,084	7.20	%	1.60		$	58,580
September 30, 2024:
Revere, MA (Hotel)	$	28,770	$	28,393	7.82	%	1.75	7/1/2026	$	40,000
Wayne, PA (Industrial)	12,885		12,716		7.77	%	2.80	7/18/2027	17,180
Total/weighted average	$	41,655	$	41,109	7.80	%	2.10		$	57,180

Our secured financing facility has an aggregate maximum capacity of $200,000 and the table below summarizes our secured financing facility as of June 30, 2025 and September 30, 2024:

(1)Deferred financing costs of $571 remain unamortized as of March 31, 2025.


	Principal Balance		Carrying Value(1)		Coupon Rate (2)		Remaining Maturity (years)	Maturity Date	Collateral Principal Balance
June 30, 2025:
Revere, MA (Hotel)	$	28,770	$	28,437	7.23	%	1.00	7/1/2026	$	40,000
Wayne, PA (Industrial)	18,458		18,244		7.18	%	2.05	7/18/2027	24,610
Total/weighted average	$	47,228	$	46,681	7.21	%	1.40		$	64,610

September 30, 2024:
Revere, MA (Hotel)	$	28,770	$	28,393	7.82	%	1.75	7/1/2026	$	40,000
Wayne, PA (Industrial)	12,885		12,716		7.77	%	2.80	7/18/2027	17,180
Total/weighted average	$	41,655	$	41,109	7.80	%	2.10		$	57,180

(1)During the nine months ended June 30, 2025, we paid $172 in deferred financing fees. Deferred financing costs of $547 remain unamortized as of June 30, 2025.

(2)The coupon rate is determined using the Secured Overnight Financing Rate, or SOFR, plus a spread ranging from 2.85% to 2.90%, as applicable, for the respective borrowings under our secured financing facility as of the applicable date.

As of ~~March~~June 3130, 2025, we were in compliance with the covenants and other terms of the agreements that govern our secured financing facility.

1315

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Mortgage Note Payable, Net

As of ~~March~~June 3130, 2025, one of our residential properties is encumbered by a $46,500 mortgage loan with a 5.34% fixed interest rate. This mortgage loan requires monthly payments of interest only until maturity in July 2029. Deferred financing fees incurred in connection with this mortgage financing are amortized over the term of the mortgage agreement and are recorded as a component of interest expense in our condensed consolidated statements of income. Unamortized deferred financing fees totaled $1,~~211~~141 as of ~~March~~June 3130, 2025.

Senior Secured Revolving Credit Facility

In January 2025, we entered into a credit agreement, or our credit agreement, for a $100,000 senior secured revolving credit facility, or our revolving credit facility. Our revolving credit facility is secured by ~~substantially~~certain ~~all~~ 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 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 ongoing minimum performance, our satisfying certain financial covenants and other credit facility conditions. As of ~~March~~June 3130, 2025 and ~~April~~August 301, 2025, we had no amounts outstanding.

Note 7. Investments

Seven Hills Realty Trust

As of ~~March~~June 3130, 2025, Tremont owned 1,708,058, or approximately 11.54%, of SEVN’s outstanding common shares. We account for our investment in SEVN using the equity method of accounting 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 ~~March~~June 3130, 2025 and September 30, 2024, based on quoted market prices, was $2120,~~334~~617 and $23,520, respectively. The unrealized (loss) gain in our condensed consolidated statements of income related to our investment in SEVN was $(~~409~~120) and $~~563~~188 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $(~~990~~1,110) and $4,~~612~~800 for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, respectively. We received distributions from SEVN of $~~598~~597 and $~~597~~598 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $1,~~196~~793 ~~and $1,195~~ for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024.

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

Prior to December 2024, we accounted for our investment in Carroll MF VII, LLC, or MF VII, a co-investment vehicle managed by RMR Residential, using the equity method of accounting because we were deemed to exert significant influence, but not control, over MF VII’s most significant activities. Accordingly, this investment was recorded in investments in our condensed consolidated balance sheets as of September 30, 2024 and was not consolidated.

In December 2024, we funded a $768 capital call to MF VII and reevaluated our consolidation considerations. As a result of our increased equity interest of 14.3% and existing influence over MF VII’s most significant activities, we concluded that we control MF VII and, therefore, consolidated its financial position and results as of and for the three and ~~six~~nine months ended ~~March~~June 3130, 2025, which included $687 in accounts payable and accrued expenses. As of ~~March~~June 3130, 2025, MF VII owned a $3,~~813~~718 investment in Carroll Multifamily Venture VII, LP, or Fund VII. MF VII accounts for its investment in Fund VII using the equity method of accounting 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

1416

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

using unobservable Level 3 inputs. The unrealized loss in our condensed consolidated statements of income related to our investment in MF VII was $~~300~~95 and $~~790~~885 for the three and ~~six~~nine months ended ~~March~~June 3130, 2025, respectively.

~~Private Capital~~ Joint Ventures

InWe ~~the~~own ~~second~~equity ~~fiscal~~interests ~~quarter~~in ~~of 2025, we closed~~ two joint ~~venture acquisitions~~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 an aggregate equity contribution of $11,~~031,~~134 ~~with~~during ~~institutional investors funding~~ the ~~remaining~~nine ~~equity.~~months Inended ~~conjunction~~June ~~with~~30, ~~these transactions~~2025, wewith ~~earned~~institutional ~~aggregate~~investors ~~acquisition~~funding ~~fees~~the ofremaining ~~$664~~equity. ~~and~~We are entitled to construction management and property management fees pursuant to management agreements with these ~~private capital~~ joint ventures. Weand 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 using the equity method of accounting 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. There was no change in the fair value of our investments in the Pompano JV and Sunrise JV for the three and ~~six~~nine months ended ~~March~~June 3130, 2025.

For further information regarding the fair value of these investments and the inputs used, see Note 9, 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.

Note 8. 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 ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, all of our income before taxes was derived solely from domestic operations.

For the three months ended ~~March~~June 3130, 2025 and 2024, we recognized estimated income tax expense of $1,~~378~~753 and $23,~~120~~657, respectively, which includes $~~986~~1,268 and $1,~~635~~557, respectively, of U.S. federal income tax and $~~392~~485 and $~~485~~2,100, respectively, of state income taxes. For the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, we recognized estimated income tax expense of $35,~~854~~607 and $48,~~758~~415, respectively, which includes $24,~~798~~066 and $34,~~336~~904, respectively, of U.S. federal income tax and $1,~~056~~541 and $13,~~422~~511, respectively, of state income taxes.

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

	Three Months Ended March 31,				Six Months Ended March 31,
	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Income taxes computed at the federal statutory rate	21.0	%	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	3.21	%	23.50	%	3.01	%	2.68	%
Permanent items	01.74	%	0.59	%	0.79	%	0.67	%
Uncertain tax position reserve, net of federal benefit	0.3	%	—7.7	%	0.2	%	—2.5	%
Net income attributable to noncontrolling interest	(109.09)	%	(9.78)	%	(9.9)	%	(9.8)	%
Total	15.29	%	1422.38	%	15.03	%	1417.42	%

15The components of the deferred tax assets as of June 30, 2025 and 2024 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.

Table of Contents

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

~~The~~We ~~components~~continue ofto ~~the~~be ~~deferred~~subject to federal, state, and local income tax ~~assets~~audit asexaminations offor ~~March 31~~open periods, ~~2025~~which ~~and~~can ~~2024~~lead ~~are~~to ~~entirely~~adjustments ~~comprised~~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 ~~outside~~fiscal ~~basis~~years ~~difference~~ending inSeptember 30, 2019 and thereafter, the impact of which is not significant to our ~~partnership~~condensed consolidated financial statements. Our policy is to include interest expense related to unrecognized tax benefits within the provision for income taxes in ~~RMR~~our ~~LLC~~condensed consolidated statements of income. We do not reasonably expect any significant changes relating to our unrecognized tax benefits within the next twelve months.

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 of March 31, 2024, we had no uncertain tax positions. Our policy is to include interest expense related to unrecognized tax benefits within the provision for income taxes in our condensed consolidated statements of income. We do not reasonably expect any significant changes relating to our unrecognized tax benefits within the next twelve months.

Note 9. 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 ~~March~~June 3130, 2025 and September 30, 2024, the fair values of our financial instruments, which include cash and cash equivalents, amounts due from related parties, accounts payable and accrued expenses and reimbursable accounts payable and accrued expenses, were not materially different from their carrying values due to the short term nature of these financial instruments.

We estimate the fair value of our fixed rate mortgage note payable, loans held for investment and 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 ~~sheet~~sheets as of ~~March~~June 3130, 2025 and September 30, 2024:

As of March 31, 2025

As of September 30, 2024

As of June 30, 2025

As of September 30, 2024

Carrying Value

Fair Value

Carrying Value

Fair Value

Loans held for investment

5863,~~086~~824

5964,~~282~~895

56,221

57,365

Secured financing facility

4146,~~084~~681

4147,~~862~~726

41,109

41,793

Mortgage note payable

45,~~289~~359

4546,~~921~~070

45,149

46,520

On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices. ASC 820, Fair Value Measurements, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities, or Level 1, the lowest priority to unobservable inputs, or Level 3, and significant other observable inputs, or Level 2. A financial asset’s or financial liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

1618

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

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

March 31, 2025

June 30, 2025

Total

Level 1

Level 2

Level 3

Due from related parties related to share based payment awards

76,~~476~~883

—

Investment in SEVN

2120,~~334~~617

—

Investment in Fund VII

3,~~813~~718

—

3,~~813~~718

Investment in joint ventures

11,~~031~~134

—

11,~~031~~134

Employer compensation liability related to share based payment awards

76,~~476~~883

—

Earnout liability

76,~~278~~108

—

76,~~278~~108


	September 30, 2024
	Total		Level 1		Level 2		Level 3
Due from related parties related to share based payment awards	$	14,339	$	14,339	$	—	$	—
Investment in SEVN	23,520		23,520		—		—
Employer compensation liability related to share based payment awards	14,339		14,339		—		—
Earnout liability	11,958		—		—		11,958

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 as of ~~March~~June 3130, 2025 and September 30, 2024:

March 31, 2025

June 30, 2025

Fair Value

Valuation Technique

Unobservable Input

Range

Investment in Fund VII

3,~~813~~718

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,~~031~~134

Discounted cash flow

Unlevered IRR

12.02% - 12.37%

Exit capitalization rates

4.97% - 5.15%

Holding period

3 years

Earnout liability

76,~~278~~108

Monte Carlo

Capital deployment volatility

15.00%

Discount rate

6.0506%

September 30, 2024

Fair Value

Valuation Technique

Unobservable Input

Range

Earnout liability

11,958

Monte Carlo

Capital deployment volatility

15.00%

Discount rate

5.53%

1719

Table of Contents

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(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:

Three Months Ended

~~Six~~Nine Months Ended

March 31, 2025

June 30, 2025

Beginning balance

43,~~113~~813

—

Changes in fair value for our investment in Fund VII

(~~300~~95)

3,~~813~~718

Ending balance

3,~~813~~718

Three Months Ended

~~Six~~Nine Months Ended

March 31, 2025

June 30, 2025

Beginning balance

87,~~548~~278

11,958

Changes in fair value for our Earnout liability

(1,~~270~~170)

(45,~~680~~850)

Ending balance

76,~~278~~108

Note 10. 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. RMR Inc.’s executive officers serve as trustees or directors of certain companies to which we provide management services. For more information regarding these relationships, please see our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders.

The Perpetual Capital clients 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. 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 and one of the executive officers of Sonesta are officers or employees of RMR LLC. Our executive officers are also managing trustees of certain of the Perpetual Capital clients.

Additional information about our related person transactions appears in Note 11, Shareholders’ Equity, and in our 2024 Annual Report.

1820

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Revenues from Related Parties

For the three months ended ~~March~~June 3130, 2025 and 2024, we recognized revenues from related parties as set forth in the following table:

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Three Months Ended June 30, 2025

Three Months Ended June 30, 2024

Total

Management

and Advisory

Total

and Advisory

Total

Services

Reimbursable

Total

Services

Reimbursable

Total

Revenues

Costs

Revenues

Costs

Revenues

Perpetual Capital:

DHC

5,~~432~~292

2221,~~797~~453

2826,~~229~~745

65,~~089~~847

2624,~~789~~175

3230,~~878~~022

ILPT

9,~~058~~135

810,~~429~~727

1719,~~487~~862

9,~~289~~073

8,~~939~~338

1817,~~228~~411

OPI

5,~~861~~781

38,~~193~~762

44,~~054~~543

7,~~708~~307

4752,~~914~~386

5559,~~622~~693

SVC

9,~~805~~621

2418,~~476~~900

3428,~~281~~521

1110,~~090~~430

6047,~~139~~690

7158,~~229~~120

Total Managed Equity REITs

3029,~~156~~829

9389,~~895~~842

~~124~~119,~~051~~671

3432,~~176~~657

~~143~~132,~~781~~589

~~177~~165,~~957~~246

SEVN

1,~~144~~360

1,~~320~~264

2,~~464~~624

1,~~195~~511

1,~~478~~401

2,~~673~~912

31,300

95,215

126,515

35,371

145,259

180,630

31,189

91,106

122,295

34,168

133,990

168,158

Private Capital:

AlerisLife

1,~~421~~452

—

1,~~421~~452

1,~~451~~442

—

1,~~451~~442

Sonesta

2,~~021~~628

—

2,~~021~~628

2,~~000~~624

—

2,~~000~~624

RMR Residential

53,~~259~~454

65,~~052~~110

118,~~311~~564

5,~~462~~688

7,~~413~~924

1213,~~875~~612

Other private entities

5,~~504~~345

1711,~~825~~734

2317,~~329~~079

5,~~362~~344

1514,~~431~~299

2019,~~793~~643

14,205

23,877

38,082

14,275

22,844

37,119

12,879

16,844

29,723

15,098

22,223

37,321

Total revenues from related parties

4544,~~505~~068

~~119~~107,~~092~~950

~~164~~152,~~597~~018

49,~~646~~266

~~168~~156,~~103~~213

~~217~~205,~~749~~479

Income from loan investments, net

—

~~646~~677

—

Rental property revenues

—

12,~~425~~033

—

~~198~~191

Total revenues from unrelated parties

—

2,~~071~~710

—

~~198~~191

Total revenues

4544,~~505~~068

~~119~~107,~~092~~950

~~166~~154,~~668~~728

49,~~646~~266

~~168~~156,~~103~~213

~~217~~205,~~947~~670

1921

Table of Contents

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

For the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, we recognized revenues from related parties as set forth in the following table:

Six Months Ended March 31, 2025

Six Months Ended March 31, 2024

Nine Months Ended June 30, 2025

Nine Months Ended June 30, 2024

Total

Management

and Advisory

Total

and Advisory

Total

Services

Reimbursable

Total

Services

Reimbursable

Total

Revenues

Costs

Revenues

Costs

Revenues

Perpetual Capital:

DHC

1217,~~026~~318

6586,~~294~~747

77104,~~320~~065

1218,~~410~~257

7296,~~005~~180

84114,~~415~~437

ILPT

1827,~~368~~503

1829,~~622~~349

3656,~~990~~852

1827,~~330~~403

1927,~~615~~953

3755,~~945~~356

OPI

1218,~~407~~188

81120,~~299~~061

93138,~~706~~249

1623,~~187~~494

~~116~~168,~~291~~677

~~132~~192,~~478~~171

SVC

1929,~~911~~532

7392,~~946~~846

93122,~~857~~378

2233,~~713~~143

~~133~~181,~~938~~628

~~156~~214,~~651~~771

Total Managed Equity REITs

6292,~~712~~541

~~239~~329,~~161~~003

~~301~~421,~~873~~544

69102,~~640~~297

~~341~~474,~~849~~438

~~411~~576,~~489~~735

SEVN

23,~~374~~734

24,~~799~~063

57,~~173~~797

24,~~628~~139

34,~~012~~413

58,~~640~~552

65,086

241,960

307,046

72,268

344,861

417,129

96,275

333,066

429,341

106,436

478,851

585,287

Private Capital:

AlerisLife

24,~~821~~273

—

24,~~821~~273

24,~~833~~275

—

24,~~833~~275

Sonesta

46,~~245~~873

—

46,~~245~~873

46,~~223~~847

—

46,~~223~~847

RMR Residential

1013,~~424~~878

1318,~~389~~499

2332,~~813~~377

611,~~176~~864

816,~~325~~249

1428,~~501~~113

Other private entities

1015,~~321~~666

3345,~~659~~393

4361,~~980~~059

1016,~~664~~008

3044,~~070~~369

4060,~~734~~377

27,811

47,048

74,859

23,896

38,395

62,291

40,690

63,892

104,582

38,994

60,618

99,612

Total revenues from related parties

92136,~~897~~965

~~289~~396,~~008~~958

~~381~~533,~~905~~923

96145,~~164~~430

~~383~~539,~~256~~469

~~479~~684,~~420~~899

Income from loan investments, net

—

1,~~192~~869

—

Rental property revenues

—

35,~~047~~080

—

~~224~~415

Total revenues from unrelated parties

—

46,~~239~~949

—

~~224~~415

Total revenues

92136,~~897~~965

~~289~~396,~~008~~958

~~386~~540,~~144~~872

96145,~~164~~430

~~383~~539,~~256~~469

~~479~~685,~~644~~314

2022

Table of Contents

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(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:

	March 31, 2025						September 30, 2024
	June 30, 2025						September 30, 2024
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Perpetual Capital:
DHC	$	4,~~528~~533	$	1210,~~007~~053	$	1614,~~535~~586	$	6,307	$	11,358	$	17,665
ILPT	4,~~148~~236		46,~~935~~003		910,~~083~~239		4,244		7,968		12,212
OPI	4,~~784~~705		22,~~591~~105		2726,~~375~~810		5,877		20,132		26,009
SVC	67,~~547~~251		64,~~998~~927		1312,~~545~~178		5,470		8,591		14,061
Total Managed Equity REITs	20,~~007~~725		4643,~~531~~088		6663,~~538~~813		21,898		48,049		69,947
SEVN	1,~~241~~391		1,~~951~~681		3,~~192~~072		2,551		2,601		5,152
	21,248		48,482		69,730		24,449		50,650		75,099
	22,116		44,769		66,885		24,449		50,650		75,099
Private Capital:
AlerisLife	~~571~~523		—		~~571~~523		570		—		570
Sonesta	~~108~~52		—		~~108~~52		82		—		82
RMR Residential	911,~~914~~045		—		911,~~914~~045		9,587		—		9,587
Other private entities	3,~~200~~056		128,~~147~~793		1511,~~347~~849		3,909		54,133		58,042
	13,793		12,147		25,940		14,148		54,133		68,281
	14,676		8,793		23,469		14,148		54,133		68,281
	$	3536,~~041~~792	$	6053,~~629~~562	$	9590,~~670~~354	$	38,597	$	104,783	$	143,380

Leases

As of ~~March~~June 3130, 2025, RMR LLC leased from ABP Trust and certain Managed Equity REITs office space for use as our headquarters and local offices. We incurred rental expense under related party leases aggregating $1,~~334~~519 and $1,~~438~~435 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $24,~~732~~251 and $24,~~745~~180 for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, 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 ~~March~~June 3130, 2025, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $20,863, including $2,421 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 2025.

Pursuant to the RMR LLC operating agreement, for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $1218,~~679~~903 and $1521,~~253~~886, respectively, of which $610,~~741~~014 and $811,~~092~~646, respectively, was distributed to us and $58,~~938~~889 and $710,~~161~~240, respectively, was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage at the time of distribution. The amounts distributed to us were eliminated in our condensed consolidated financial statements, and the amounts distributed to ABP Trust were recorded as a reduction of 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.

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. All costs associated with separation arrangements, for which there remain no substantive performance obligations, are recorded in our condensed consolidated statements of income as separation costs.

2123

Table of Contents

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

~~RMR~~For ~~LLC~~the ~~entered~~three ~~into~~months aended ~~letter~~June ~~agreement~~30, or2025 ~~the~~and ~~Retirement Agreement~~2024, ~~dated~~we ~~February~~recognized 5,separation ~~2025,~~costs ~~with~~for ~~Jennifer~~certain B.officers ~~Clark~~and employees of $1,880 ~~Executive~~and ~~Vice~~$771, ~~President~~respectively, ~~General~~including ~~Counsel~~cash ~~and~~separation ~~Secretary~~costs of ~~RMR~~$1,741 ~~Inc.~~and $771, respectively, and equity based separation costs of ~~RMR~~$139 ~~LLC~~and $0, respectively. For ~~more~~the ~~information~~nine onmonths ~~the~~ended ~~Retirement~~June ~~Agreement~~30, ~~see~~2025 ~~Part~~and II2024, ~~Item~~we recognized separation costs for certain officers and employees of $5,335 ~~“Other~~and ~~Information”~~$4,725, respectively, including cash separation costs of ~~our~~$4,919 ~~Quarterly~~and ~~Report~~$4,217, onrespectively, ~~Form~~and ~~10-Q~~equity ~~filed~~based ~~with~~separation ~~the~~costs ~~SEC~~of on$416 ~~February~~and 5$508, ~~2025~~respectively.

~~For~~Bridge ~~the~~Loan ~~three~~to ~~months~~Fund ended March 31, 2025 and 2024, we recognized separation costs for certain officers and employees of $3,455 and $410, respectively, including cash separation costs of $3,178 and $0, respectively, and equity based separation costs of $277 and $410, respectively. For the six months ended March 31, 2025 and 2024, we recognized separation costs for certain officers and employees of $3,455 and $3,954, respectively, including cash separation costs of $3,178 and $3,446, respectively, and equity based separation costs of $277 and $508, respectively.VI

On July 29, 2025, we provided a $5,500 bridge loan to Carroll Multifamily Venture VI, LP, or Fund VI, for the repayment of existing indebtedness and general corporate purposes. The loan carries interest at a rate of SOFR plus a margin of 400 basis points with a maturity date on January 29, 2026. The general partner of Fund VI is an indirect, wholly owned subsidiary of RMR LLC.

Note 11. Shareholders’ Equity

We award our Class A common stock, or Class A Common Shares, to our Directors, officers and employees under the Second Amended and Restated 2016 Omnibus Equity Plan adopted at our 2025 Annual Meeting of Shareholders. Director share awards vest immediately. Officer and employee share awards vest in five equal, consecutive, annual installments, with the first installment vesting on the date of award. We recognize forfeitures as they occur. Compensation expense related to share awards is determined based on the market value of our shares on the date of award, with the aggregate value of the awarded shares amortized to expense over the related vesting period. Expense recognized for Director share awards are included in general and administrative expenses and expense recognized for officer and employee share awards are included in equity based compensation in our condensed consolidated statements of income.

On March 27, 2025, we awarded 5,988 of our Class A Common Shares, valued at $16.70 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 ~~six~~nine months ended ~~March~~June 3130, 2025, we recorded general and administrative expense of $600 for these awards.

Equity based compensation expense related to shares awarded to certain officers and employees was $~~474~~454 and $~~458~~526 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $1,~~030~~484 and $~~960~~1,486 for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, respectively. As of ~~March~~June 3130, 2025, we had ~~229~~201,~~051~~584 unvested shares outstanding which are scheduled to vest as follows: 9070,~~701~~180 shares in 2025, 6259,~~858~~699 shares in 2026, 4744,~~145~~771 shares in 2027 and 2826,~~347~~934 in 2028.

In connection with the vesting and issuance of awards of our Class A Common Shares to our Directors, officers and employees, we provide for the ability to repurchase our Class A Common Shares to satisfy tax withholding and payment obligations for those eligible to do so. The repurchase price is based on the closing price of our Class A Common Shares on the date of repurchase. The aggregate value of 1the 8,~~377~~710 and 110,~~671~~381 Class A Common Shares repurchased during the three and ~~six~~nine months ended ~~March~~June 3130, 2025, respectively, was $23134 and $29163, respectively, which is recorded as a decrease to additional paid in capital included in shareholders’ equity in our condensed consolidated balance sheets.

In connection with the issuances and repurchases of our Class A Common Shares, and as required by the RMR LLC operating agreement, RMR LLC concurrently issues or acquires an identical number of Class A Units from RMR Inc.

2224

Table of Contents

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Distributions

During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, 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	Record	Paid	Distributions		Total
Date	Date	Date	Per Common Share		Distributions
Six Months Ended March 31, 2025
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
			$	0.90	$	15,161
4/10/2025	4/22/2025	5/15/2025	0.45		7,595
Six Months Ended March 31, 2024
			$	1.35	$	22,756
Nine Months Ended June 30, 2024
10/12/2023	10/23/2023	11/16/2023	$	0.40	$	6,684
1/11/2024	1/22/2024	2/15/2024	0.40		6,684
			$	0.80	$	13,368
4/11/2024	4/22/2024	5/16/2024	0.45		7,529
			$	1.25	$	20,897

These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:

			Distributions Per		Total		RMR LLC		RMR LLC
Declaration	Record	Paid	RMR LLC		RMR LLC		Distributions		Distributions
Date	Date	Date	Membership Unit		Distributions		to RMR Inc.		to ABP Trust
Six Months Ended March 31, 2025
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
			$	0.64	$	20,381	$	10,781	$	9,600
4/10/2025	4/22/2025	5/15/2025	0.32		10,201		5,401		4,800
Six Months Ended March 31, 2024
			$	0.96	$	30,582	$	16,182	$	14,400
Nine Months Ended June 30, 2024
10/12/2023	10/23/2023	11/16/2023	$	0.32	$	10,148	$	5,348	$	4,800
1/11/2024	1/22/2024	2/15/2024	0.32		10,147		5,347		4,800
			$	0.64	$	20,295	$	10,695	$	9,600
4/11/2024	4/22/2024	5/16/2024	0.32		10,154		5,354		4,800
			$	0.96	$	30,449	$	16,049	$	14,400

As of ~~March~~June 3130, 2025 and September 30, 2024, we had cash and cash equivalents of $~~137~~121,~~186~~284 and $141,599, respectively, of which $2122,~~317~~086 and $23,189, respectively, was held by RMR Inc., and $~~115~~99,~~869~~198 and $118,410, respectively, was held by RMR LLC and its subsidiaries. The remainder of the dividends noted above were funded with cash accumulated at RMR Inc.

On ~~April~~July 10, 2025, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of ~~April~~July 2221, 2025, in the amount of $0.45 per Class A Common Share and Class B-1 Common Share, or $7,~~596~~591. 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,~~201~~198, of which $5,~~401~~398 will be distributed to us based on our aggregate ownership of 16,~~879~~869,~~239~~860 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 ~~May~~August 1514, 2025.

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.

2325

Table of Contents

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

~~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~~common ~~Shares.~~stock ~~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~~RMR ~~Class A Common Shares~~Inc. ~~Upon redemption of a Class A Unit~~, ~~the~~or Class B-2 Common ~~Share “paired” with such unit is canceled for no additional consideration. In computing the dilutive effect~~Shares, ifwhich ~~any,~~are ~~the~~paired ~~assumed~~with ~~redemption~~ABP ~~would~~Trust’s ~~have on earnings per share, we considered net income available to holders of our~~ Class A ~~Common~~Units, ~~Shares~~have ~~would~~no ~~increase~~independent ~~due~~economic ~~to elimination of the noncontrolling~~ interest ~~offset~~in byRMR ~~any tax effect, which may be dilutive~~Inc. ~~For the three months ended March 31, 2025, the assumed redemption is anti-dilutive to earnings per share. For the three months ended March 31, 2024~~ and ~~the~~thus ~~six~~are ~~months~~not ~~ended~~included ~~March~~as ~~31,~~common ~~2025~~shares ~~and~~outstanding ~~2024,~~for ~~the~~purposes ~~assumed~~of ~~redemption~~calculating isbasic ~~dilutive to~~ 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 ~~calculation~~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 ~~basic~~issuing ~~and~~Class ~~diluted~~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. In computing the dilutive effect, if any, the assumed redemption would have on earnings per share, ~~for~~we considered net income available to holders of our Class A Common Shares would increase due to elimination of the ~~three~~noncontrolling ~~and~~interest ~~six~~offset by any tax effect, which may be dilutive. For the three months ended ~~March~~June 3130, 2025 and 2024, the assumed redemption is asanti-dilutive ~~follows~~to ~~(amounts~~earnings inper ~~thousands~~share. For the nine months ended June 30, ~~except~~2025, the assumed redemption is dilutive to earnings per share, ~~amounts):~~while the assumed redemption is anti-dilutive to earnings per share for the nine months ended June 30, 2024.

	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Numerators:
Net income attributable to The RMR Group Inc.	$	3,616	$	5,862	$	9,996	$	12,859
Less: income attributable to unvested participating securities	(104)		(78)		(209)		(159)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	3,512		5,784		9,787		12,700
Effect of dilutive securities:
Add back: income attributable to unvested participating securities	—		78		209		159
Add back: net income attributable to noncontrolling interest in The RMR Group LLC (1)	—		6,863		12,059		15,394
Add back: income tax expense	—		2,120		3,854		4,758
Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (2)	—		(4,268)		(7,477)		(9,398)
Net income used in calculating diluted EPS	$	3,512	$	10,577	$	18,432	$	23,613
Denominators:
Common shares outstanding	16,879		16,731		16,879		16,731
Less: unvested participating securities and incremental impact of weighted average	(263)		(216)		(265)		(220)
Weighted average common shares outstanding - basic	16,616		16,515		16,614		16,511
Effect of dilutive securities:
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares	—		15,000		15,000		15,000
Add: incremental unvested shares	—		24		3		14
Weighted average common shares outstanding - diluted	16,616		31,539		31,617		31,525
Net income attributable to The RMR Group Inc. per common share - basic	$	0.21	$	0.35	$	0.59	$	0.77
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.21	$	0.34	$	0.58	$	0.75

The calculation of basic and diluted earnings per share for the three and nine months ended June 30, 2025 and 2024, is as follows (amounts in thousands, except per share amounts):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Numerators:
Net income attributable to The RMR Group Inc.	$	4,186	$	4,935	$	14,182	$	17,794
Less: income attributable to unvested participating securities	(101)		(76)		(310)		(235)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	4,085		4,859		13,872		17,559
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	$	4,085	$	4,859	$	26,011	$	17,559

Denominators:
Common shares outstanding	16,870		16,729		16,870		16,729
Less: unvested participating securities and incremental impact of weighted average	(210)		(187)		(240)		(207)
Weighted average common shares outstanding - basic	16,660		16,542		16,630		16,522
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	16,660		16,542		31,633		16,522

Net income attributable to The RMR Group Inc. per common share - basic	$	0.25	$	0.29	$	0.83	$	1.06
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.25	$	0.29	$	0.82	$	1.06

(1)Net loss attributable to noncontrolling interest in consolidated entity is not adjusted when calculating diluted earnings per share.

(2)Income tax expense assumes the hypothetical conversion of the noncontrolling interest in The RMR Group LLC, which results in an estimated tax rate of 2829.98% for the ~~six~~nine months ended ~~March~~June 3130, 2025 ~~and 28~~.~~7% and 28.5% for the three and six months ended March 31, 2024, respectively.~~

2426

Table of Contents

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Note 13. Net Income Attributable to RMR Inc.

Net income attributable to RMR Inc. for the three months ended ~~March~~June 3130, 2025 and 2024, is calculated as follows:

Three Months Ended March 31,

Six Months Ended March 31,

Three Months Ended June 30,

Nine Months Ended June 30,

2025

2024

2025

2024

Income before income tax expense

911,~~072~~048

1416,~~833~~061

2536,~~656~~704

3249,~~997~~058

RMR Inc. franchise tax expense and interest income

(~~125~~107)

(~~297~~187)

(~~247~~354)

(~~429~~616)

Net income before noncontrolling interest

810,~~947~~941

1415,~~536~~874

2536,~~409~~350

3248,~~568~~442

Net income attributable to noncontrolling interest in The RMR Group LLC

(45,~~337~~200)

(67,~~863~~482)

(1217,~~059~~259)

(1522,~~394~~876)

Net loss attributable to noncontrolling interest in consolidated entity

259

253

Net loss attributable to other noncontrolling interests

344

Net income attributable to RMR Inc. before income tax expense

45,~~869~~832

78,~~685~~405

1319,~~603~~435

1725,~~188~~593

Income tax expense attributable to RMR Inc.

(1,~~378~~753)

(23,~~120~~657)

(35,~~854~~607)

(48,~~758~~415)

RMR Inc. franchise tax expense and interest income

~~125~~107

~~297~~187

~~247~~354

~~429~~616

Net income attributable to RMR Inc.

34,~~616~~186

54,~~862~~935

914,~~996~~182

1217,~~859~~794

~~Note 14. Subsequent Events~~27

As part of our strategic initiative to expand our private capital business, our plan is to acquire a small portfolio of value-add retail properties to establish a track record in this sector for future fundraising efforts. In April 2025, we closed an acquisition of a 77% leased, 22-acre community shopping center in Chicago, IL for a purchase price of $21,250, excluding closing costs. We acquired this value-add property in an all-cash transaction.

Table of Contents

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 2024 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, our private capital clients and SEVN so as to maintain, grow and increase the value of their businesses, to assist AlerisLife and Sonesta to grow their businesses and operate profitably, 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, or CRE, 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.

~~Beyond~~U.S. ~~general~~trade ~~CRE~~and ~~trends~~fiscal policy, wecoupled ~~also~~with ~~take~~ongoing ~~into~~geopolitical ~~account~~tensions, ~~broader~~has ~~economic~~caused ~~factors~~uncertainty ~~impacting~~in ~~our~~financial ~~clients~~markets. ~~CRE~~As ~~investors~~a ~~entered~~result, ~~2025~~we ~~with~~believe ~~cautious~~many ~~optimism.~~CRE Byinvestors ~~the~~continue ~~end~~to ofremain ~~2024,~~on ~~citing~~the ~~progress towards attaining its 2% inflation target~~sidelines, ~~the~~waiting ~~Federal~~until ~~Open~~they ~~Market~~have ~~Committee,~~greater orclarity ~~FOMC,~~on ~~lowered~~ the ~~targeted~~outcomes ~~federal~~of ~~funds~~negotiations ~~rate~~with byU.S. atrade ~~combined~~partners, ~~100~~new ~~basis~~tariff ~~points~~announcements, ~~providing~~domestic ~~CRE~~fiscal ~~investors~~policy ainitiatives ~~level of certainty~~ and ~~conviction~~the ~~around~~path ~~buy,~~of ~~sell~~interest orrates ~~refinance decisions, and debt liquidity continued~~ to ~~return~~make tobuy ~~the~~and ~~market.~~sell decisions.

~~The~~Despite ~~cautious~~the ~~optimism~~macroeconomic ~~that~~uncertainty, ~~was~~both ~~common~~we inand ~~the~~our ~~markets~~clients ~~earlier~~will incontinue ~~the~~to ~~year~~balance ~~has~~our ~~now~~pursuit ~~begun~~of togrowth ~~wane~~of asour ~~investors~~and ~~direct~~our ~~their~~clients’ ~~attention~~businesses toby ~~the~~executing, ~~administration’s~~on ~~new~~behalf ~~trade~~of ~~policies~~our ~~and~~clients, ~~recent~~prudent ~~tariff~~capital ~~announcements.~~recycling ~~Although~~or webusiness ~~believe~~arrangement ~~markets~~restructurings ~~had~~in ~~already~~an ~~priced~~attempt into ahelp ~~baseline~~our ~~level~~clients ofprudently ~~tariffs,~~manage ~~the~~leverage ~~ultimate~~and ~~scope~~increased operating costs. We also look to reposition their portfolios and ~~magnitude~~businesses ofwhen ~~the~~circumstances ~~announced~~warrant ~~rates~~such ~~were~~changes ~~unexpected,~~or ~~creating~~when ~~new~~other ~~uncertainty~~more ~~and~~desirable ~~capital~~opportunities ~~markets~~are ~~volatility~~identified.

The FOMC’s dual mandate to ensure price stability and to maximize employment is again in focus. An increased risk of an economic recession may lead to job losses and the FOMC may need to consider lowering the target federal funds rate, a potentially welcome outcome for leveraged property owners. Alternatively, widespread tariffs, if prolonged, may contribute to greater inflation, which could cause the FOMC to consider maintaining or even increasing rates to slow potential, long-term inflationary pressures.

At the beginning of the year, CRE investors believed they had a clear view on the path of short-term rates while 5- and 10-year U.S. Treasury yields remained somewhat elevated. Today, it is much less clear what the FOMC’s intentions are going forward and what the outlook is for short-term interest rates in the current economic climate. As for longer term interest rates, the 5- and 10-year U.S. Treasury yields continue to be elevated and quite volatile, making it difficult for borrowers that must refinance maturing loans to lock in long-term fixed rates in this environment.

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, prudent 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.

Managed Equity REITs

The base business management fees we earn from the Managed Equity REITs 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 properties and wellness centers, which are separately managed by AlerisLife, 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. For further information regarding the fees we earn, see Note 4, Revenue Recognition, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

2628

Table of Contents

~~which~~The ~~are~~following ~~separately~~table ~~managed~~presents byfor ~~AlerisLife,~~each ~~Sonesta~~Managed orEquity REIT a ~~third~~summary ~~party. Also under the terms~~ of ~~the~~its ~~property~~primary ~~management~~strategy ~~agreements,~~and ~~we receive construction supervision fees in connection with certain construction activities undertaken at~~ the ~~properties~~lesser ~~owned by the Managed Equity REITs based on a percentage~~ of the historical cost of ~~such~~its ~~construction.~~assets ~~For~~under ~~further~~management ~~information~~and ~~regarding~~its ~~the~~market ~~fees~~capitalization weas ~~earn,~~of ~~see Note 4~~June 30, ~~Revenue~~2025 ~~Recognition,~~and ~~to our condensed consolidated financial statements included in Part I~~2024, ~~Item~~as ~~1 of this Quarterly Report on Form 10-Q.~~applicable:

The following table presents for each Managed Equity REIT a summary of its primary strategy and the lesser of the historical cost of its assets under management and its market capitalization as of March 31, 2025 and 2024, as applicable:


		Lesser of Historical Cost of Assets
		Under Management or
		Total Market Capitalization as of
		June 30,
REIT	Primary Strategy	2025		2024
DHC	Medical office and life science properties, senior living communities and other healthcare related properties	$	3,576,962	$	3,845,905
ILPT	Industrial and logistics properties	4,525,348		4,559,824
OPI	Office properties primarily leased to single tenants and those with high credit quality characteristics	2,448,412		2,422,103
SVC	Hotels and service-focused retail net lease properties	6,224,431		6,535,337
		$	16,775,153	$	17,363,169

		Lesser of Historical Cost of Assets
		Under Management or
		Total Market Capitalization as of
		March 31,
REIT	Primary Strategy	2025		2024
DHC	Medical office and life science properties, senior living communities and other healthcare related properties	$	3,469,383	$	3,644,100
ILPT	Industrial and logistics properties	4,530,731		4,603,897
OPI	Office properties primarily leased to single tenants and those with high credit quality characteristics	2,468,647		2,728,780
SVC	Hotels and service-focused retail net lease properties	6,211,123		6,756,986
		$	16,679,884	$	17,733,763

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 or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts 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 and the principal amount of consolidated indebtedness during the period. The table above presents for each Managed Equity REIT, 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 are calculated for the three and ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024 may differ from the basis at the end of the periods presented in the table above. As of ~~March~~June 3130, 2025, the market capitalization was lower than the historical cost of assets under management for each of the Managed Equity REITs; the historical cost of assets under management for DHC, ILPT, OPI and SVC as of ~~March~~June 3130, 2025, were $7,~~416~~359,~~599~~403, $5,~~703~~708,~~960~~810, $5,~~352~~362,~~300~~975 and $11,~~363~~375,~~702~~020, respectively.

The fee revenues we earned from the Managed Equity REITs for the three and ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024 are set forth in the following tables:

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Three Months Ended June 30, 2025

Three Months Ended June 30, 2024

Base

Property

Base

Property

Business

Management

Construction

Business

Management

Construction

Management

and Other

Supervision

Management

and Other

Supervision

REIT

Revenues

Total

Revenues

Total

DHC

3,~~913~~859

1,~~286~~220

~~233~~213

5,~~432~~292

4,~~154~~101

1,~~415~~413

~~520~~333

65,~~089~~847

ILPT

5,~~760~~793

3,~~257~~237

41105

9,~~058~~135

5,~~875~~854

3,~~341~~104

73115

9,~~289~~073

OPI

2,~~843~~778

2,~~668~~628

~~350~~375

5,~~861~~781

3,~~307~~057

3,~~630~~172

~~771~~1,078

7,~~708~~307

SVC

7,~~062~~046

2,~~086~~110

~~657~~465

9,~~805~~621

7,~~910~~592

1,~~484~~504

1,~~696~~334

1110,~~090~~430

19,~~578~~476

9,~~297~~195

1,~~281~~158

3029,~~156~~829

2120,~~246~~604

9,~~870~~193

32,~~060~~860

3432,~~176~~657

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Table of Contents

Six Months Ended March 31, 2025

Six Months Ended March 31, 2024

Nine Months Ended June 30, 2025

Nine Months Ended June 30, 2024

Base

Property

Base

Property

Business

Management

Construction

Business

Management

Construction

Management

and Other

Supervision

Management

and Other

Supervision

REIT

Revenues

Total

Revenues

Total

DHC

812,~~198~~057

23,~~631~~851

1,~~197~~410

1217,~~026~~318

712,~~961~~062

24,~~873~~286

1,~~576~~909

1218,~~410~~257

ILPT

1117,~~678~~471

69,~~479~~716

~~211~~316

1827,~~368~~503

1117,~~753~~607

69,~~380~~484

~~197~~312

1827,~~330~~403

OPI

58,~~830~~608

58,~~575~~203

1,~~002~~377

1218,~~407~~188

69,~~627~~684

710,~~077~~249

23,~~483~~561

1623,~~187~~494

SVC

1421,~~271~~317

35,~~594~~704

2,~~046~~511

1929,~~911~~532

1624,~~455~~047

23,~~380~~884

35,~~878~~212

2233,~~713~~143

3959,~~977~~453

1827,~~279~~474

45,~~456~~614

6292,~~712~~541

4263,~~796~~400

1827,~~710~~903

810,~~134~~994

69102,~~640~~297

Other Clients

We provide business management services to AlerisLife and Sonesta. AlerisLife operates senior living communities throughout the U.S., many of which are owned by and managed for DHC. Sonesta manages and franchises hotels, resorts and cruise ships in the United States, Latin America, the Caribbean and the Middle East; many of the U.S. hotels that Sonesta operates are owned by SVC. Generally, our fees earned from business management services to AlerisLife and Sonesta 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 investors 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 ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, are set forth in the following tables:

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Three Months Ended June 30, 2025

Three Months Ended June 30, 2024

Base

Property

Base

Property

Business

Management

Construction

Business

Management

Construction

Management

and Other

Supervision

Management

and Other

Supervision

Revenues

Total

Revenues

Total

AlerisLife

1,~~421~~452

—

1,~~421~~452

1,~~451~~442

—

1,~~451~~442

Sonesta

2,~~021~~628

—

2,~~021~~628

2,~~000~~624

—

2,~~000~~624

RMR Residential

~~120~~118

42,~~873~~958

~~266~~378

53,~~259~~454

~~154~~153

4,~~902~~985

~~406~~550

5,~~462~~688

Other private entities

3,~~017~~018

2,~~239~~240

~~248~~87

5,~~504~~345

3,~~008~~007

2,~~209~~180

~~145~~157

5,~~362~~344

SEVN

—

2116

—

2116

—

914

—

914

67,~~579~~216

75,~~133~~214

~~514~~465

1412,~~226~~895

67,~~613~~226

7,~~120~~179

~~551~~707

1415,~~284~~112

Six Months Ended March 31, 2025

Six Months Ended March 31, 2024

Nine Months Ended June 30, 2025

Nine Months Ended June 30, 2024

Base

Property

Base

Property

Business

Management

Construction

Business

Management

Construction

Management

and Other

Supervision

Management

and Other

Supervision

Revenues

Total

Revenues

Total

AlerisLife

24,~~821~~273

—

24,~~821~~273

24,~~833~~275

—

24,~~833~~275

Sonesta

46,~~245~~873

—

46,~~245~~873

46,~~223~~847

—

46,~~223~~847

RMR Residential

~~274~~392

912,~~398~~356

~~752~~1,130

1013,~~424~~878

~~175~~328

510,~~528~~513

~~473~~1,023

611,~~176~~864

Other private entities

69,~~046~~064

36,~~864~~104

~~411~~498

1015,~~321~~666

69,~~064~~071

46,~~325~~505

~~275~~432

1016,~~664~~008

SEVN

—

3753

4258

—

1832

—

1832

1320,~~386~~602

1318,~~299~~513

1,~~168~~633

2740,~~853~~748

1320,~~295~~521

917,~~871~~050

~~748~~1,455

2339,~~914~~026

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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,~~104~~115 and $1,~~126~~127 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $23,~~245~~360 and $23,~~251~~378 for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, respectively. Tremont also earned incentive fees from SEVN of $19229 and $60370 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $87316 and $~~359~~729 for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, respectively.

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Table of Contents

RESULTS OF OPERATIONS (dollars in thousands)

Three Months Ended ~~March~~June 3130, 2025, Compared to the Three Months Ended ~~March~~June 3130, 2024

The following table presents the changes in our operating results for the three months ended ~~March~~June 3130, 2025 compared to the three months ended ~~March~~June 3130, 2024:

Three Months Ended March 31,

Three Months Ended June 30,

2025

2024

$ Change

% Change

Revenues:

Management services

4442,~~382~~724

4847,~~460~~769

(45,~~078~~045)

(810.46)%

Incentive fees

19229

60370

(41141)

(6838.31)%

Advisory services

1,~~104~~115

1,~~126~~127

(2212)

(21.01)%

Total management, incentive and advisory services revenues

4544,~~505~~068

49,~~646~~266

(45,~~141~~198)

(810.36)%

Income from loan investments, net

~~646~~677

—

~~646~~677

n/m

Rental property revenues

12,~~425~~033

~~198~~191

1,~~227~~842

n/m

Reimbursable compensation and benefits

2018,~~611~~337

22,~~629~~786

(24,~~018~~449)

(819.95)%

Reimbursable equity based compensation

1,~~132~~636

~~242~~1,088

~~890~~548

~~n/m~~50.4%

Other reimbursable expenses

9787,~~349~~977

~~145~~132,~~232~~339

(4744,~~883~~362)

(33.05)%

Total reimbursable costs

~~119~~107,~~092~~950

~~168~~156,~~103~~213

(4948,~~011~~263)

(2930.29)%

Total revenues

~~166~~154,~~668~~728

~~217~~205,~~947~~670

(5150,~~279~~942)

(2324.58)%

Expenses:

Compensation and benefits

4238,~~051~~603

4445,~~168~~031

(26,~~117~~428)

(414.83)%

Equity based compensation

12,~~606~~090

~~700~~1,614

~~906~~476

~~129~~29.45%

Separation costs

31,~~455~~880

~~410~~771

31,~~045~~109

~~n/m~~143.8%

Total compensation and benefits expense

4742,~~112~~573

4547,~~278~~416

1(4,~~834~~843)

4(10.12)%

General and administrative

119,~~246~~631

11,~~693~~436

(~~447~~1,805)

(315.8)%

Other reimbursable expenses

9787,~~349~~977

~~145~~132,~~232~~339

(4744,~~883~~362)

(33.05)%

Rental property expenses

~~395~~748

6679

~~329~~669

n/m

Transaction and acquisition related costs

~~549~~820

~~2,328~~915

(~~1,779~~95)

(7610.4)%

Depreciation and amortization

23,~~457~~006

1,~~223~~234

1,~~234~~772

~~100~~143.96%

Total expenses

~~159~~144,~~108~~755

~~205~~193,~~820~~419

(4648,~~712~~664)

(2225.72)%

Operating income

79,~~560~~973

12,~~127~~251

(42,~~567~~278)

(3718.76)%

Interest income

1,~~377~~182

2,~~523~~638

(1,~~146~~456)

(4555.42)%

Interest expense

(~~871~~1,062)

(80)

(~~791~~982)

n/m

Change in fair value of Earnout liability

1,~~270~~170

~~(300)~~1,064

~~1,570~~106

~~n/m~~10.0%

(Loss) gain on investments

(~~709~~215)

~~563~~188

(~~1,272~~403)

n/m

Gain on sale of real estate

445

—

445

n/m

Income before income tax expense

11,048

16,061

(5,013)

(31.2)%

Income before income tax expense

9,072

14,833

(5,761)

(38.8)%

Income tax expense

(1,753)

(3,657)

1,904

52.1%

Income tax expense

(1,378)

(2,120)

742

35.0%

Net income

9,295

12,404

(3,109)

(25.1)%

Net income

7,694

12,713

(5,019)

(39.5)%

Net income attributable to noncontrolling interest in The RMR Group LLC

(5,200)

(7,482)

2,282

30.5%

Net income attributable to noncontrolling interest in The RMR Group LLC

(4,337)

(6,863)

2,526

36.8%

Net loss attributable to other noncontrolling interests

n/m

Net loss attributable to other noncontrolling interests

259

247

n/m

Net income attributable to The RMR Group Inc.

4,186

4,935

(749)

(15.2)%

Net income attributable to The RMR Group Inc.

3,616

5,862

(2,246)

(38.3)%

n/m - not meaningful

Management services revenue. Management services revenue decreased $45,~~078~~045 primarily due to ~~decreases~~lower inconstruction ~~base~~supervision ~~business~~revenues ~~management~~of ~~revenues~~$1,944 ~~from~~due ~~the~~to declines in capital spend at our Managed Equity REITs, lower property management revenues of $1,~~668~~294 due to ~~declines~~third inparty ~~their~~management ~~respective~~transitions ~~enterprise~~within ~~values,~~RMR asResidential ~~well~~and asa ~~$1,781~~decrease in ~~lower~~base ~~construction~~business ~~supervision~~management revenues atfrom the Managed Equity REITs of $1,128 due to ~~lower~~declines ~~levels~~in oftheir ~~capital~~respective ~~spend~~enterprise values.

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Table of Contents

Income from loan investments, net. Income from loan investments, net includes loan investment interest income of $1,~~454~~498 for loans originated, partially offset by interest expense of $~~808~~821 incurred as part of our private capital business which began in the fourth fiscal quarter of 2024.

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 $1,~~227~~842 primarily due to our acquisition of aproperties ~~property~~ in Denver, CO inand Chicago, IL after the ~~fourth~~third fiscal quarter of 2024.

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 $24,~~018~~449 primarily due to cost containment measures that included headcount reductions over the last twelve months.

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 $~~890~~548 primarily as a result of ~~decreases~~increases in certain of our clients’ respective share prices in the ~~prior~~current fiscal period.

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

Compensation and benefits. Compensation and benefits consists of employee salaries and other employment related costs, including health insurance expenses and contributions related to our employee retirement plan. Compensation and benefits expense decreased $26,~~117~~428 due to cost containment measures that included headcount reductions over the last twelve months.

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 $~~906~~476 primarily as a result of ~~decreases~~increases in certain of our clients’ respective share prices in the ~~prior~~current fiscal period.

Separation costs. Separation costs consists of employment termination costs. For further information about these costs, see Note 10, 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 decreased $~~447~~1,805 primarily due to ~~decreases~~declines in third party construction supervision fees, ~~partially~~and ~~offset~~certain ~~by increases in~~ professional 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 $~~329~~669 primarily due to our acquisition of aproperties ~~property~~ in Denver, CO inand Chicago, IL after the ~~fourth~~third fiscal quarter of 2024.

Transaction and acquisition related costs. Transaction and acquisition related costs primarily represent costs associated with our acquisition of MPC and related integration expenses.

Depreciation and amortization. Depreciation and amortization increased $1,~~234~~772 primarily due to depreciation in the current fiscal quarter of our owned ~~property~~properties in Denver, CO and Chicago, IL, which ~~was~~were acquired inafter the ~~fourth~~third fiscal quarter of 2024.

Interest income. Interest income decreased $1,~~146~~456 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior period.

Interest expense. Interest expense increased $~~791~~982 primarily due to a mortgage note encumbering our owned property in Denver, CO, which was acquired in the fourth fiscal quarter of 2024.

Table of Contents

Change in fair value of Earnout liability. For further information about the Earnout liability, see Note 9. 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.

31(Loss) gain on investments. (Loss) gain on investments represents the unrealized and realized gains or losses on our investment in SEVN common shares and investment in Carroll Multifamily Venture VII, LP, or Fund VII. For further information, see Note 7, 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 decrease in income tax expense of $1,904 is primarily attributable to lower taxable income.

Table of Contents

~~(Loss)~~Nine ~~gain~~Months onEnded ~~investments.~~June ~~(Loss) gain on investments represents the unrealized and realized gains or losses on our investment in SEVN common shares and on our consolidation of Carroll MF VII~~30, ~~LLC’s~~2025, orCompared ~~MF VII, investment in Carroll Multifamily Venture VII, LP, or Fund VII. For further information, see Note 7, Investments,~~ to ~~our~~the ~~condensed~~Nine ~~consolidated~~Months ~~financial~~Ended ~~statements~~June ~~included in Part I~~30, ~~Item 1 of this Quarterly Report on Form 10-Q.~~2024

~~Gain~~The onfollowing ~~sale~~table ofpresents ~~real~~the ~~estate.~~changes Wein ~~recorded~~our aoperating ~~$445~~results ~~gain~~for onthe ~~sale~~nine ofmonths ~~real~~ended ~~estate~~June ~~resulting~~30, ~~from~~2025 ~~the~~compared ~~sale~~to ofthe ~~260~~nine ~~Woodstock,~~months GAended ~~during~~June ~~the~~30, ~~current fiscal period.~~2024:

Income tax expense. The decrease in income tax expense of $742 is primarily attributable to lower taxable income.


	Nine Months Ended June 30,
	2025		2024		$ Change		% Change
Revenues:
Management services	$	133,289	$	141,323	$	(8,034)	(5.7)%
Incentive fees	316		729		(413)		(56.7)%
Advisory services	3,360		3,378		(18)		(0.5)%
Total management, incentive and advisory services revenues	136,965		145,430		(8,465)		(5.8)%


Income from loan investments, net	1,869		—		1,869		n/m
Rental property revenues	5,080		415		4,665		n/m
Reimbursable compensation and benefits	60,738		62,243		(1,505)		(2.4)%
Reimbursable equity based compensation	2,338		3,657		(1,319)		(36.1)%
Other reimbursable expenses	333,882		473,569		(139,687)		(29.5)%
Total reimbursable costs	396,958		539,469		(142,511)		(26.4)%
Total revenues	540,872		685,314		(144,442)		(21.1)%
Expenses:
Compensation and benefits	123,216		123,971		(755)		(0.6)%
Equity based compensation	3,822		5,143		(1,321)		(25.7)%
Separation costs	5,335		4,725		610		12.9%
Total compensation and benefits expense	132,373		133,839		(1,466)		(1.1)%
General and administrative	32,161		32,643		(482)		(1.5)%
Other reimbursable expenses	333,882		473,569		(139,687)		(29.5)%
Rental property expenses	1,569		157		1,412		n/m
Transaction and acquisition related costs	2,156		7,230		(5,074)		(70.2)%
Depreciation and amortization	7,810		2,880		4,930		171.2%
Total expenses	509,951		650,318		(140,367)		(21.6)%
Operating income	30,921		34,996		(4,075)		(11.6)%
Interest income	4,115		8,669		(4,554)		(52.5)%
Interest expense	(2,632)		(171)		(2,461)		n/m
Change in fair value of Earnout liability	5,850		764		5,086		n/m
(Loss) gain on investments	(1,995)		4,800		(6,795)		(141.6)%
Gain on sale of real estate	445		—		445		n/m
Income before income tax expense	36,704		49,058		(12,354)		(25.2)%
Income tax expense	(5,607)		(8,415)		2,808		33.4%
Net income	31,097		40,643		(9,546)		(23.5)%
Net income attributable to noncontrolling interest in The RMR Group LLC	(17,259)		(22,876)		5,617		24.6%
Net loss attributable to other noncontrolling interests	344		27		317		n/m
Net income attributable to The RMR Group Inc.	$	14,182	$	17,794	$	(3,612)	(20.3)%

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Six Months Ended March 31, 2025, Compared to the Six Months Ended March 31, 2024

The following table presents the changes in our operating results for the six months ended March 31, 2025 compared to the six months ended March 31, 2024:

	Six Months Ended March 31,
	2025		2024		$ Change		% Change
Revenues:
Management services	$	90,565	$	93,554	$	(2,989)	(3.2)%
Incentive fees	87		359		(272)		(75.8)%
Advisory services	2,245		2,251		(6)		(0.3)%
Total management, incentive and advisory services revenues	92,897		96,164		(3,267)		(3.4)%
Income from loan investments, net	1,192		—		1,192		n/m
Rental property revenues	3,047		224		2,823		n/m
Reimbursable compensation and benefits	42,401		39,457		2,944		7.5%
Reimbursable equity based compensation	702		2,569		(1,867)		(72.7)%
Other reimbursable expenses	245,905		341,230		(95,325)		(27.9)%
Total reimbursable costs	289,008		383,256		(94,248)		(24.6)%
Total revenues	386,144		479,644		(93,500)		(19.5)%
Expenses:
Compensation and benefits	84,613		78,940		5,673		7.2%
Equity based compensation	1,732		3,529		(1,797)		(50.9)%
Separation costs	3,455		3,954		(499)		(12.6)%
Total compensation and benefits expense	89,800		86,423		3,377		3.9%
General and administrative	22,530		21,207		1,323		6.2%
Other reimbursable expenses	245,905		341,230		(95,325)		(27.9)%
Rental property expenses	821		78		743		n/m
Transaction and acquisition related costs	1,336		6,315		(4,979)		(78.8)%
Depreciation and amortization	4,804		1,646		3,158		191.9%
Total expenses	365,196		456,899		(91,703)		(20.1)%
Operating income	20,948		22,745		(1,797)		(7.9)%
Interest income	2,933		6,031		(3,098)		(51.4)%
Interest expense	(1,570)		(91)		(1,479)		n/m
Change in fair value of Earnout liability	4,680		(300)		4,980		n/m
(Loss) gain on investments	(1,780)		4,612		(6,392)		(138.6)%
Gain on sale of real estate	445		—		445		n/m
Income before income tax expense	25,656		32,997		(7,341)		(22.2)%
Income tax expense	(3,854)		(4,758)		904		19.0%
Net income	21,802		28,239		(6,437)		(22.8)%
Net income attributable to noncontrolling interest in The RMR Group LLC	(12,059)		(15,394)		3,335		21.7%
Net loss attributable to other noncontrolling interests	253		14		239		n/m
Net income attributable to The RMR Group Inc.	$	9,996	$	12,859	$	(2,863)	(22.3)%

n/m - not meaningful

Management services revenue. Management services revenue decreased $28,~~989~~034 primarily due to lower construction supervision revenues at the Managed Equity REITs of $35,~~675~~380 due to lower levels of capital spend, asand ~~well~~lower as base business management revenues from the Managed Equity REITs of $23,~~819~~947 due to declines in their respective enterprise values, partially offset by growth in management services revenues of $32,~~172~~014 related to ~~our~~RMR ~~acquisition of MPC~~Residential.

Income from loan investments, net. Income from loan investments, net includes loan investment interest income of $24,~~863~~361 for loans originated, partially offset by interest expense of $12,~~671~~492 incurred as part of our private capital business which began in the fourth fiscal quarter of 2024.

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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 $24,~~823~~665 primarily due to our acquisition of aproperties ~~property~~ in Denver, CO inand Chicago, IL after the ~~fourth~~third fiscal quarter of 2024.

Reimbursable compensation and benefits. Reimbursable compensation and benefits ~~includes~~decreased ~~reimbursements~~$1,505 ~~at cost, that arise~~ primarily ~~from~~due ~~services~~to ~~our~~cost ~~employees~~containment ~~provide~~measures ~~pursuant~~that toincluded ~~our~~headcount ~~property~~reductions ~~management~~over ~~agreements at~~ the ~~properties~~last oftwelve ~~our~~months, ~~clients.~~partially Aoffset ~~significant portion of these compensation and benefits are charged or passed through to and paid~~ by ~~tenants of our clients. Reimbursable compensation and benefits increased $2,944 primarily due to~~ the impact of a full period of RMR Residential’s operations following our MPC acquisition in December 2023~~, partially offset by cost containment measures that included headcount reductions over the last twelve months~~.

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 decreased $1,~~867~~319 primarily as a result of decreases in certain of our clients’ respective share prices in the current fiscal period.

Compensation and benefits. Compensation and benefits ~~consists~~expense ofdecreased ~~employee~~$755 ~~salaries~~due ~~and~~to ~~other~~cost ~~employment~~containment ~~related~~measures ~~costs,~~that ~~including~~included ~~health~~headcount ~~insurance~~reductions ~~expenses~~over ~~and~~the ~~contributions~~last ~~related~~twelve ~~to our employee retirement plan. Compensation and benefits expense increased $5~~months,~~673~~ ~~due~~partially tooffset by the impact of a full ~~quarter~~nine-month period of RMR Residential’s operations following our MPC acquisition in December 2023~~, partially offset by cost containment measures that included headcount reductions over the last twelve months~~.

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 decreased $1,~~797~~321 primarily as a result of decreases in certain of our clients’ respective share prices in the current fiscal period.

Separation costs. ~~Separation costs consists of employment termination costs.~~ For further information about these costs, see Note 10, 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~~costs ~~consists~~decreased of$482 ~~office~~primarily ~~related~~due ~~expenses,~~to ~~information~~declines ~~technology~~in ~~related~~third ~~expenses,~~party ~~employee~~construction ~~training,~~supervision ~~travel~~fees, ~~professional~~partially ~~services~~offset ~~expenses,~~by ~~director compensation and other administrative expenses. General and administrative costs increased $1,323 primarily due to~~ the incremental costs generated by RMR Residential and other professional fees~~, partially offset by decreases in third party construction supervision 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 $~~743~~1,412 primarily due to our acquisition of aproperties ~~property~~ in Denver, CO inand Chicago, IL after the ~~fourth~~third fiscal quarter of 2024.

Transaction and acquisition related costs. Transaction and acquisition related costs primarily represent costs associated with our acquisition of MPC and related integration expenses.

Depreciation and amortization. Depreciation and amortization increased $34,~~158~~930 primarily due to full period amortization of MPC acquisition related intangible assets and depreciation of our owned properties in the current fiscal period.

Interest income. Interest income decreased $34,~~098~~554 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior period.

Interest expense. Interest expense increased $12,~~479~~461 primarily due to a mortgage note encumbering our owned property in Denver, CO, which was acquired in the fourth fiscal quarter of 2024.

(Loss) gain on investments. ~~(Loss)~~For ~~gain~~further oninformation, ~~investments~~see ~~represents~~Note ~~the~~7, ~~unrealized~~Investments, ~~and~~to ~~realized~~our ~~gains~~condensed orconsolidated ~~losses~~financial onstatements ~~our~~included ~~investment~~ in ~~SEVN~~Part ~~common~~I, ~~shares~~Item ~~and~~1 ~~on our consolidation~~ of ~~Carroll~~this MFQuarterly ~~VII,~~Report ~~LLC’s,~~on orForm ~~MF VII, investment in Carroll~~ 10-Q.

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Multifamily Venture VII, LP, or Fund VII. For further information, see Note 7, Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Gain on sale of real estate. We recorded a $445 gain on sale of real estate resulting from the sale of one property during the current fiscal period.

Income tax expense. The decrease in income tax expense of $~~904~~2,808 is primarily attributable to lower 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 ~~March~~June 3130, 2025 and September 30, 2024, we had cash and cash equivalents of $~~137~~121,~~186~~284 and $141,599, respectively, of which $2122,~~317~~086 and $23,189, 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 March 31, 2025 and September 30, 2024, $82,925 and $92,326, respectively, of our cash and cash equivalents were invested in money market bank 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 has 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 and joint ventures 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 ventures will diversify our revenues and generate management fees, incentive fees and potential carried interest. 36

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date of purchase. As of June 30, 2025 and September 30, 2024, $95,703 and $92,326, respectively, of our cash and cash equivalents were invested in money market bank 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 has provided us with significant opportunities to continue expanding our private capital business. We intend to diversify and further grow our private capital revenues by acquiring new real estate, sponsoring and managing new real estate related investment funds and joint ventures 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 ventures 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.

In January 2025, we entered into a credit agreement, or our credit agreement, for a $100,000 senior secured revolving credit facility, or our revolving credit facility. 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 ongoing minimum performance, our satisfying certain financial covenants and other credit facility conditions. As of ~~April~~August 301, 2025, we had no amounts outstanding.

Cash Flows

The $26,~~978~~951 ~~increase~~decrease in net cash flows provided by operating activities for the ~~six~~nine months ended ~~March~~June 3130, 2025 compared to the prior period reflects ~~favorable~~unfavorable changes in working capital, ~~partially~~and ~~offset by~~ a decrease in net income. The $6942,~~512~~178 decrease in net cash flows used in investing activities for the ~~six~~nine months ended ~~March~~June 3130, 2025 compared to the prior period was due to our acquisition of MPC in the prior period, partially offset by our acquisition of a property near Chicago, IL in the current period. ~~Net~~The $4,471 decrease in net cash flows used in financing activities for the ~~six~~nine months ended ~~March~~June 3130, 2025 ~~was~~compared ~~relatively~~to ~~unchanged~~the ~~compared~~prior period was due to borrowings on our secured financing facility in the ~~prior~~current period.

As of ~~March~~June 3130, 2025, 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.

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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 10, 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 ~~March~~June 3130, 2025, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $20,863, of which we expect to pay $2,421 to ABP Trust during the fourth quarter of fiscal year 2025.

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Market Risk and Credit Risk

We have not invested in derivative instruments, borrowed through issuing debt securities or transacted in foreign currencies. As of ~~March~~June 3130, 2025, our floating rate debt consisted of our ~~purchased~~repurchase ~~assets~~loans, which are governed by our master repurchase agreement with UBS AG, or UBS, or our UBS Master Repurchase Agreement and directly relate to our underlying loans held for investment. We are required to pay interest on our floating rate debt at a rate of SOFR plus a premium and earn interest on our underlying loans held for investment at a rate of SOFR plus a premium that is in excess of the premium paid on our floating rate debt. Changes in market interest rates would not impact the fixed spread that we earn between our purchased assets and our loans held for investment. As a result, we are not subject to significant direct market risk related to interest rate changes, changes to the market standard for determining interest rates, or commodity price changes; however, if any of these risks were to negatively impact our clients’ businesses or market capitalization, our revenues would likely decline. We are subject to the credit risk of our borrowers in connection with our loans held for investment. We seek to mitigate this risk by utilizing a comprehensive underwriting, diligence and investment selection process and by ongoing monitoring of our investments. Nevertheless, unanticipated credit losses could occur that may adversely impact our operating results.

In January 2025, we entered into our credit agreement governing our revolving credit facility. Interest payable on borrowings under our credit agreement is at a rate of SOFR plus a margin of 225 basis points. Accordingly, we may be vulnerable to changes in U.S. dollar based short term rates, specifically SOFR. Generally, a change in interest rates would not affect the value of our floating rate debt but would affect our operating results. As of ~~April~~August 301, 2025, we had no amounts outstanding.

To the extent we change our approach on the foregoing activities, or engage in other activities, our market and credit risks could change. See Part I, Item 1A “Risk Factors” of our 2024 Annual Report for the risks to us and our clients.

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. The majority 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.

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 10, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2024 Annual Report, our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” in our 2024 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 and our principles of consolidation.

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A discussion of our critical accounting estimates is included in our 2024 Annual Report. There have been no significant changes in our critical accounting estimates since the fiscal year ended September 30, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative disclosures about market risk are set forth above in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operation—Market Risk and Credit Risk.”

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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 ~~March~~June 3130, 2025 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 general 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 risk exposure; our future profitability; 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,

•Our ability to obtain or create new clients for our business which is often dependent on circumstances beyond our control,

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•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,

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•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 our private capital debt vehicle, or our Real Estate Lending Venture, and SEVN and to monitor, service and administer existing investments,

•Our ability to obtain additional capital from third party investors in our Real Estate Lending Venture 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,

•Litigation risks,

•Risks related to acquisitions, dispositions and other activities by 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.

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.

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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 2024 Annual Report.

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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, 2025:

Maximum

Total Number of

Approximate Dollar

Shares Purchased

Value of Shares that

Number of

Average

as Part of Publicly

May Yet Be Purchased

Price Paid

Announced Plans

Under the Plans or

Calendar Month

Purchased (1)

per Share

or Programs

Programs

March 1 - March 31, 2025

1,377

16.70

N/A

April 1 - April 30, 2025

1,993

16.44

N/A

Total

1,377

16.70

N/A

May 1 - May 31, 2025

4,396

14.57

N/A

June 1 - June 30, 2025

2,321

16.17

N/A

Total

8,710

15.42

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 5. Other Information

On May 2, 2025, the Board, accepting the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), adopted the RMR Residential Promote Program (the “Promote Program”). The purpose of the Promote Program is to enable RMR LLC and its subsidiaries to attract, retain and incentivize senior level employees, advisors and other service providers of RMR LLC and its subsidiaries and to enable such individuals to acquire an interest in a share of the income and distributions related to certain investments by RMR Residential and to otherwise participate in the long-term growth and financial success of RMR Residential. Fifty percent of the pool of distributions from each selected investment will be allocated to a subsidiary of RMR LLC, and fifty percent of the pool will be available for participants in the Promote Program. Each participant in the Promote Program will be allocated a percentage of the aggregate interests available to participants for the applicable RMR Residential investment and will become a member of RMR Employee Carry Holdco LLC, a Delaware limited liability company managed by RMR LLC (“RMR Employee Carry”), which will hold indirect interests in certain investments made by RMR Residential.

Each participant in the Promote Program will execute an individual participation agreement (a “Participation Agreement”) that sets forth the terms and conditions of the Promote Program, including without limitation, such participant’s obligation to make a capital contribution to RMR Employee Carry in respect of the applicable RMR Residential investment and a four year service-based vesting schedule. The Participation Agreement will provide the percentage of the distributions from RMR Employee Carry that a participant will be entitled to receive, subject to adjustment as set forth in the RMR Employee Carry Amended and Restated Limited Liability Company Agreement, dated as of May 2, 2025, (the “RMR Employee Carry LLC Agreement”). The Participation Agreement also contains certain restrictive covenants, including among others, non-solicitation and non-disparagement, and provides that interests are subject to forfeiture in certain circumstances, including without limitation, breach of covenants or termination of employment for cause. Pursuant to the RMR Employee Carry LLC Agreement, if a participant is no longer employed by or affiliated with RMR LLC or its subsidiaries or affiliates, then the non-vested portion of such participant’s interests under the Promote Program will be forfeited and the vested portion will be converted to a non-voting economic interest.

The Promote Program will be administered by RMR LLC which will have authority to determine the participants and the respective amounts of such participants’ interests under the Promote Program, other than with respect to any of the Company’s named executive officers whose respective allocations under the Promote Program will be determined by the Compensation Committee.

On May 2, 2025, pursuant to the Promote Program, the Compensation Committee set (i) an allocation of up to 6.5% of the aggregate participants’ interests in each RMR Residential investment for each of Adam Portnoy, the Company’s President and Chief Executive Officer and Matthew P. Jordan, the Company’s Executive Vice President, Chief Financial Officer and Treasurer and (ii) an allocation of up to 2.0% of the aggregate participants’ interests in each RMR Residential investment for Christopher J. Bilotto, an Executive Vice President of the Company, and for each other named executive officer of the Company who participates in the Promote Program, in each case subject to the terms and conditions of the respective Participation Agreements.

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The foregoing summary of the Promote Program is qualified in its entirety by reference to the form of Participation Agreement and the Excerpt of Certain Provisions from the RMR Employee Carry LLC Agreement, a copy of each of which is filed as Exhibit 10.4 and Exhibit 10.5, respectively, attached hereto.

Item 6. Exhibits

ExhibitNumber						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						Credit Agreement, dated as of January 22, 2025, among The RMR Group LLC, The RMR Group Inc., RMR Residential Management Group LLC, the lenders party thereto and Citibank, N.A., as administrative agent and as collateral agent (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the SEC on January 23, 2025.)
10.2						Letter Agreement, dated as of February 5, 2025, by and among The RMR Group LLC and Jennifer B. Clark (+) (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37616) filed with the SEC on February 5, 2025.)
10.3						The RMR Group Inc. Second Amended and Restated 2016 Omnibus Equity Plan. (+) (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the U.S. Securities and Exchange Commissions on March 27, 2025.)
10.4						Form of Participation Agreement. (+) (Filed herewith.)
10.5						Excerpt of Certain Provisions from the RMR Employee Carry LLC Agreement. (+) (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.)

~~(+) Contract with management or compensatory plan or arrangement.~~41

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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.)

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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 P. Jordan
						Matthew P. Jordan
						Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)
						Date: May 6, 2025
						Date: August 5, 2025

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