• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
PublishGo to App
    Quantisnow Logo

    © 2026 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEWLLM Arena
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form 10-Q filed by The RMR Group Inc.

    2/4/26 4:17:40 PM ET
    $RMR
    Professional Services
    Consumer Discretionary
    Get the next $RMR alert in real time by email
    rmr-20251231
    0001644378falseSeptember 302026Q1http://fasb.org/us-gaap/2025#BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:purermr:real_estate_investment_trustrmr:loanrmr:propertyrmr:joint_venturermr:unitrmr:vesting_installment00016443782025-10-012025-12-310001644378us-gaap:CommonClassAMember2026-01-300001644378us-gaap:CommonClassBMember2026-01-300001644378rmr:CommonClassB2Member2026-01-300001644378srt:ParentCompanyMember2025-12-310001644378srt:ParentCompanyMember2025-09-300001644378srt:SubsidiariesMember2025-12-310001644378srt:SubsidiariesMember2025-09-300001644378us-gaap:RelatedPartyMember2025-12-310001644378us-gaap:RelatedPartyMember2025-09-3000016443782025-12-3100016443782025-09-300001644378us-gaap:CommonClassAMember2025-09-300001644378us-gaap:CommonClassAMember2025-12-310001644378us-gaap:CommonClassBMember2025-12-310001644378us-gaap:CommonClassBMember2025-09-300001644378rmr:CommonClassB2Member2025-09-300001644378rmr:CommonClassB2Member2025-12-310001644378us-gaap:ManagementServiceMember2025-10-012025-12-310001644378us-gaap:ManagementServiceMember2024-10-012024-12-310001644378us-gaap:ManagementServiceIncentiveMember2025-10-012025-12-310001644378us-gaap:ManagementServiceIncentiveMember2024-10-012024-12-310001644378us-gaap:InvestmentAdvisoryManagementAndAdministrativeServiceMember2025-10-012025-12-310001644378us-gaap:InvestmentAdvisoryManagementAndAdministrativeServiceMember2024-10-012024-12-3100016443782024-10-012024-12-310001644378rmr:ReimbursementPayrollRelatedAndOtherCostsMember2025-10-012025-12-310001644378rmr:ReimbursementPayrollRelatedAndOtherCostsMember2024-10-012024-12-310001644378rmr:ReimbursementClientCompanyEquityBasedConpensationMember2025-10-012025-12-310001644378rmr:ReimbursementClientCompanyEquityBasedConpensationMember2024-10-012024-12-310001644378rmr:ReimbursementsOtherMember2025-10-012025-12-310001644378rmr:ReimbursementsOtherMember2024-10-012024-12-310001644378us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-09-300001644378us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-09-300001644378rmr:CommonClassB2Memberus-gaap:CommonStockMember2025-09-300001644378us-gaap:AdditionalPaidInCapitalMember2025-09-300001644378us-gaap:RetainedEarningsMember2025-09-300001644378us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001644378us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2025-09-300001644378us-gaap:ParentMember2025-09-300001644378rmr:RedeemableNoncontrollingInterestMember2025-09-300001644378rmr:NonredeemableNoncontrollingInterestMember2025-09-300001644378us-gaap:AdditionalPaidInCapitalMember2025-10-012025-12-310001644378us-gaap:ParentMember2025-10-012025-12-310001644378us-gaap:RetainedEarningsMember2025-10-012025-12-310001644378rmr:RedeemableNoncontrollingInterestMember2025-10-012025-12-310001644378rmr:NonredeemableNoncontrollingInterestMember2025-10-012025-12-310001644378us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2025-10-012025-12-310001644378us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-10-012025-12-310001644378us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-12-310001644378us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-12-310001644378rmr:CommonClassB2Memberus-gaap:CommonStockMember2025-12-310001644378us-gaap:AdditionalPaidInCapitalMember2025-12-310001644378us-gaap:RetainedEarningsMember2025-12-310001644378us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001644378us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2025-12-310001644378us-gaap:ParentMember2025-12-310001644378rmr:RedeemableNoncontrollingInterestMember2025-12-310001644378rmr:NonredeemableNoncontrollingInterestMember2025-12-310001644378us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-09-300001644378us-gaap:CommonClassBMemberus-gaap:CommonStockMember2024-09-300001644378rmr:CommonClassB2Memberus-gaap:CommonStockMember2024-09-300001644378us-gaap:AdditionalPaidInCapitalMember2024-09-300001644378us-gaap:RetainedEarningsMember2024-09-300001644378us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001644378us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-09-300001644378us-gaap:ParentMember2024-09-300001644378rmr:RedeemableNoncontrollingInterestMember2024-09-300001644378rmr:NonredeemableNoncontrollingInterestMember2024-09-3000016443782024-09-300001644378us-gaap:AdditionalPaidInCapitalMember2024-10-012024-12-310001644378us-gaap:ParentMember2024-10-012024-12-310001644378us-gaap:RetainedEarningsMember2024-10-012024-12-310001644378rmr:RedeemableNoncontrollingInterestMember2024-10-012024-12-310001644378rmr:NonredeemableNoncontrollingInterestMember2024-10-012024-12-310001644378us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-10-012024-12-310001644378us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-12-310001644378us-gaap:CommonClassBMemberus-gaap:CommonStockMember2024-12-310001644378rmr:CommonClassB2Memberus-gaap:CommonStockMember2024-12-310001644378us-gaap:AdditionalPaidInCapitalMember2024-12-310001644378us-gaap:RetainedEarningsMember2024-12-310001644378us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001644378us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-12-310001644378us-gaap:ParentMember2024-12-310001644378rmr:RedeemableNoncontrollingInterestMember2024-12-310001644378rmr:NonredeemableNoncontrollingInterestMember2024-12-3100016443782024-12-310001644378rmr:ResidentialFundMember2025-10-012025-12-310001644378rmr:ResidentialFundMember2024-10-012024-12-310001644378rmr:SevenHillsRealtyTrustMember2025-10-012025-12-310001644378rmr:SevenHillsRealtyTrustMember2024-10-012024-12-310001644378us-gaap:CapitalUnitClassAMemberus-gaap:CommonClassAMember2025-12-310001644378us-gaap:CapitalUnitClassBMember2025-12-310001644378rmr:RMRLLCMember2025-10-012025-12-310001644378rmr:AbpTrustMemberrmr:CapitalUnitRedeemableClassMember2025-12-310001644378rmr:RMRLLCMemberrmr:CapitalUnitRedeemableClassMemberrmr:AbpTrustMember2025-10-012025-12-310001644378rmr:ManagedEquityREITMember2025-10-012025-12-310001644378rmr:ManagedEquityREITMember2025-12-310001644378rmr:ManagedEquityREITMember2024-10-012024-12-310001644378rmr:OPIManagementMember2025-10-302025-10-300001644378rmr:ManagedOperatingCompaniesMember2025-10-012025-12-310001644378rmr:ManagedPublicRealEstateCapitalMember2025-10-012025-12-310001644378rmr:ManagedPublicRealEstateCapitalMember2024-10-012024-12-310001644378srt:MinimumMember2025-10-012025-12-310001644378srt:MaximumMember2025-10-012025-12-310001644378us-gaap:InvestmentAdvisoryManagementAndAdministrativeServiceMemberrmr:TremontAdvisorsMember2025-10-012025-12-310001644378rmr:TremontAdvisorsMember2025-10-012025-12-310001644378us-gaap:InvestmentAdvisoryManagementAndAdministrativeServiceMemberrmr:TremontAdvisorsMember2024-10-012024-12-310001644378us-gaap:ManagementServiceIncentiveMemberrmr:TremontAdvisorsMember2025-10-012025-12-310001644378us-gaap:ManagementServiceIncentiveMemberrmr:TremontAdvisorsMember2024-10-012024-12-310001644378us-gaap:MortgageReceivablesMember2024-07-012024-07-310001644378rmr:TwoFloatingRateMortgageLoansMember2025-11-012025-11-300001644378us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-11-012025-11-300001644378us-gaap:MortgageReceivablesMember2024-10-012025-09-300001644378us-gaap:MortgageReceivablesMember2025-09-300001644378us-gaap:MortgageReceivablesMemberus-gaap:UnfundedLoanCommitmentMember2025-09-300001644378us-gaap:MortgagesMember2025-12-310001644378us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-01-310001644378us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-01-012025-01-310001644378rmr:UBSMasterRepurchaseAgreementMemberus-gaap:LineOfCreditMember2024-09-300001644378rmr:UBSMasterRepurchaseAgreementMemberus-gaap:LineOfCreditMember2025-11-172025-11-170001644378rmr:RevereMAMemberus-gaap:SecuredDebtMember2025-09-300001644378rmr:RevereMAMemberus-gaap:SecuredDebtMember2024-10-012025-09-300001644378rmr:WaynePAMemberus-gaap:SecuredDebtMember2025-09-300001644378rmr:WaynePAMemberus-gaap:SecuredDebtMember2024-10-012025-09-300001644378us-gaap:SecuredDebtMember2025-09-300001644378us-gaap:SecuredDebtMember2024-10-012025-09-300001644378srt:MinimumMemberus-gaap:SecuredDebtMember2024-10-012025-09-300001644378srt:MaximumMemberus-gaap:SecuredDebtMember2024-10-012025-09-300001644378rmr:RaleighNCResidentialInterestRateCapMember2025-12-310001644378rmr:RaleighNCResidentialInterestRateCapMember2025-09-300001644378rmr:OrlandoFLResidentialInterestRateCapMember2025-12-310001644378rmr:OrlandoFLResidentialInterestRateCapMember2025-09-300001644378us-gaap:InterestRateCapMember2025-12-310001644378us-gaap:InterestRateCapMember2025-09-300001644378rmr:SevenHillsRealtyTrustMemberrmr:TransferrableRightsOfferingMember2025-11-102025-11-100001644378rmr:SevenHillsRealtyTrustMemberrmr:TransferrableRightsOfferingMember2025-11-102025-11-100001644378rmr:SevenHillsRealtyTrustMemberrmr:SharesPurchasedOutsideOfRightsOfferingMember2025-11-102025-11-100001644378rmr:SevenHillsRealtyTrustMemberus-gaap:RelatedPartyMemberrmr:TremontRealityCapitalMember2025-12-310001644378us-gaap:FairValueMeasurementsRecurringMember2025-12-310001644378us-gaap:FairValueMeasurementsRecurringMember2025-09-300001644378rmr:CARROLLMultifamilyVentureVIILPMember2025-12-310001644378rmr:CarrollMFVIILLCMemberus-gaap:RelatedPartyMember2025-12-310001644378rmr:CarrollMFVIILLCMember2025-12-310001644378rmr:MFFundVIIMemberus-gaap:EquityMethodInvestmentsMember2025-10-012025-12-310001644378rmr:CarrollMFVIILLCMember2025-10-012025-12-310001644378rmr:CarrollMFVIILLCMember2024-10-012024-12-310001644378rmr:ResidentialCommunityPompanoBeachFLMember2025-10-012025-12-310001644378rmr:ResidentialCommunitySunriseFLMember2025-10-012025-12-310001644378rmr:SunriseJVMember2025-10-012025-12-310001644378rmr:SunriseJVMember2025-10-012025-12-310001644378us-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001644378us-gaap:EstimateOfFairValueFairValueDisclosureMember2025-12-310001644378us-gaap:CarryingReportedAmountFairValueDisclosureMember2025-09-300001644378us-gaap:EstimateOfFairValueFairValueDisclosureMember2025-09-300001644378us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMember2025-12-310001644378us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2025-12-310001644378us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMember2025-09-300001644378us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2025-09-300001644378us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MortgagesMember2025-12-310001644378us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:MortgagesMember2025-12-310001644378us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MortgagesMember2025-09-300001644378us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:MortgagesMember2025-09-300001644378us-gaap:FairValueInputsLevel1Member2025-12-310001644378us-gaap:FairValueInputsLevel2Member2025-12-310001644378us-gaap:FairValueInputsLevel3Member2025-12-310001644378rmr:SevenHillsRealtyTrustMember2025-12-310001644378rmr:SevenHillsRealtyTrustMemberus-gaap:FairValueInputsLevel1Member2025-12-310001644378rmr:SevenHillsRealtyTrustMemberus-gaap:FairValueInputsLevel2Member2025-12-310001644378rmr:SevenHillsRealtyTrustMemberus-gaap:FairValueInputsLevel3Member2025-12-310001644378rmr:MFFundVIIMember2025-12-310001644378rmr:MFFundVIIMemberus-gaap:FairValueInputsLevel1Member2025-12-310001644378rmr:MFFundVIIMemberus-gaap:FairValueInputsLevel2Member2025-12-310001644378rmr:MFFundVIIMemberus-gaap:FairValueInputsLevel3Member2025-12-310001644378rmr:JointVentureMember2025-12-310001644378rmr:JointVentureMemberus-gaap:FairValueInputsLevel1Member2025-12-310001644378rmr:JointVentureMemberus-gaap:FairValueInputsLevel2Member2025-12-310001644378rmr:JointVentureMemberus-gaap:FairValueInputsLevel3Member2025-12-310001644378us-gaap:FairValueInputsLevel1Member2025-09-300001644378us-gaap:FairValueInputsLevel2Member2025-09-300001644378us-gaap:FairValueInputsLevel3Member2025-09-300001644378rmr:SevenHillsRealtyTrustMember2025-09-300001644378rmr:SevenHillsRealtyTrustMemberus-gaap:FairValueInputsLevel1Member2025-09-300001644378rmr:SevenHillsRealtyTrustMemberus-gaap:FairValueInputsLevel2Member2025-09-300001644378rmr:SevenHillsRealtyTrustMemberus-gaap:FairValueInputsLevel3Member2025-09-300001644378rmr:MFFundVIIMember2025-09-300001644378rmr:MFFundVIIMemberus-gaap:FairValueInputsLevel1Member2025-09-300001644378rmr:MFFundVIIMemberus-gaap:FairValueInputsLevel2Member2025-09-300001644378rmr:MFFundVIIMemberus-gaap:FairValueInputsLevel3Member2025-09-300001644378rmr:JointVentureMember2025-09-300001644378rmr:JointVentureMemberus-gaap:FairValueInputsLevel1Member2025-09-300001644378rmr:JointVentureMemberus-gaap:FairValueInputsLevel2Member2025-09-300001644378rmr:JointVentureMemberus-gaap:FairValueInputsLevel3Member2025-09-300001644378rmr:MFFundVIIMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberus-gaap:MeasurementInputDiscountRateMember2025-12-310001644378rmr:MFFundVIIMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberus-gaap:MeasurementInputDiscountRateMember2025-12-310001644378rmr:MFFundVIIMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberrmr:MeasurementInputCapitalizationRatesMember2025-12-310001644378rmr:MFFundVIIMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberrmr:MeasurementInputCapitalizationRatesMember2025-12-310001644378rmr:MFFundVIIMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputExpectedTermMember2025-12-310001644378rmr:JointVentureMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberrmr:MeasurementInputUnleveredIRRMember2025-12-310001644378rmr:JointVentureMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberrmr:MeasurementInputUnleveredIRRMember2025-12-310001644378rmr:JointVentureMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberrmr:MeasurementInputCapitalizationRatesMember2025-12-310001644378rmr:JointVentureMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberrmr:MeasurementInputCapitalizationRatesMember2025-12-310001644378rmr:JointVentureMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputExpectedTermMember2025-12-310001644378rmr:MFFundVIIMemberus-gaap:EquityMethodInvestmentsMember2025-09-300001644378rmr:MFFundVIIMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberus-gaap:MeasurementInputDiscountRateMember2025-09-300001644378rmr:MFFundVIIMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberus-gaap:MeasurementInputDiscountRateMember2025-09-300001644378rmr:MFFundVIIMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberrmr:MeasurementInputCapitalizationRatesMember2025-09-300001644378rmr:MFFundVIIMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberrmr:MeasurementInputCapitalizationRatesMember2025-09-300001644378rmr:MFFundVIIMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputExpectedTermMember2025-09-300001644378rmr:JointVentureMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberrmr:MeasurementInputUnleveredIRRMember2025-09-300001644378rmr:JointVentureMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberrmr:MeasurementInputUnleveredIRRMember2025-09-300001644378rmr:JointVentureMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberrmr:MeasurementInputCapitalizationRatesMember2025-09-300001644378rmr:JointVentureMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMemberrmr:MeasurementInputCapitalizationRatesMember2025-09-300001644378rmr:JointVentureMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputExpectedTermMember2025-09-300001644378rmr:ValuationTechniqueMonteCarloMemberrmr:MeasurementInputCapitalDeploymentVolatilityMember2025-09-300001644378rmr:ValuationTechniqueMonteCarloMemberus-gaap:MeasurementInputDiscountRateMember2025-09-300001644378rmr:MFFundVIIMemberus-gaap:EquityMethodInvestmentsMember2024-09-300001644378rmr:MFFundVIIMemberus-gaap:EquityMethodInvestmentsMember2024-10-012024-12-310001644378rmr:MFFundVIIMemberus-gaap:EquityMethodInvestmentsMember2025-12-310001644378rmr:MFFundVIIMemberus-gaap:EquityMethodInvestmentsMember2024-12-310001644378rmr:DiversifiedHealthcareTrustMember2025-10-012025-12-310001644378rmr:DiversifiedHealthcareTrustMember2024-10-012024-12-310001644378rmr:IndustrialLogisticsPropertiesTrustMember2025-10-012025-12-310001644378rmr:IndustrialLogisticsPropertiesTrustMember2024-10-012024-12-310001644378rmr:OfficePropertiesIncomeTrustMember2025-10-012025-12-310001644378rmr:OfficePropertiesIncomeTrustMember2024-10-012024-12-310001644378rmr:ServicePropertiesTrustMember2025-10-012025-12-310001644378rmr:ServicePropertiesTrustMember2024-10-012024-12-310001644378rmr:SevenHillsRealtyTrustMember2025-10-012025-12-310001644378rmr:SevenHillsRealtyTrustMember2024-10-012024-12-310001644378rmr:AlerisLifeIncMember2025-10-012025-12-310001644378rmr:AlerisLifeIncMember2024-10-012024-12-310001644378rmr:SonestaInternationalHotelsCorporationMember2025-10-012025-12-310001644378rmr:SonestaInternationalHotelsCorporationMember2024-10-012024-12-310001644378rmr:RMRResidentialMember2025-10-012025-12-310001644378rmr:RMRResidentialMember2024-10-012024-12-310001644378rmr:OtherPrivateEntitiesMember2025-10-012025-12-310001644378rmr:OtherPrivateEntitiesMember2024-10-012024-12-310001644378rmr:ManagedPrivateRealEstateCapitalMember2025-10-012025-12-310001644378rmr:ManagedPrivateRealEstateCapitalMember2024-10-012024-12-310001644378us-gaap:RelatedPartyMember2025-10-012025-12-310001644378us-gaap:RelatedPartyMember2024-10-012024-12-310001644378us-gaap:NonrelatedPartyMember2025-10-012025-12-310001644378us-gaap:NonrelatedPartyMember2024-10-012024-12-310001644378rmr:RelatedPartyAndNonrelatedPartyMember2025-10-012025-12-310001644378rmr:RelatedPartyAndNonrelatedPartyMember2024-10-012024-12-310001644378rmr:DiversifiedHealthcareTrustMember2025-12-310001644378rmr:DiversifiedHealthcareTrustMember2025-09-300001644378rmr:IndustrialLogisticsPropertiesTrustMember2025-12-310001644378rmr:IndustrialLogisticsPropertiesTrustMember2025-09-300001644378rmr:OfficePropertiesIncomeTrustMember2025-12-310001644378rmr:OfficePropertiesIncomeTrustMember2025-09-300001644378rmr:ServicePropertiesTrustMember2025-12-310001644378rmr:ServicePropertiesTrustMember2025-09-300001644378rmr:ManagedEquityREITMember2025-09-300001644378rmr:SevenHillsRealtyTrustMember2025-12-310001644378rmr:SevenHillsRealtyTrustMember2025-09-300001644378rmr:ManagedPublicRealEstateCapitalMember2025-12-310001644378rmr:ManagedPublicRealEstateCapitalMember2025-09-300001644378rmr:AlerisLifeIncMember2025-12-310001644378rmr:AlerisLifeIncMember2025-09-300001644378rmr:SonestaInternationalHotelsCorporationMember2025-12-310001644378rmr:SonestaInternationalHotelsCorporationMember2025-09-300001644378rmr:RMRResidentialMember2025-12-310001644378rmr:RMRResidentialMember2025-09-300001644378rmr:OtherPrivateEntitiesMember2025-12-310001644378rmr:OtherPrivateEntitiesMember2025-09-300001644378rmr:ManagedPrivateRealEstateCapitalMember2025-12-310001644378rmr:ManagedPrivateRealEstateCapitalMember2025-09-300001644378rmr:AbpTrustAndManagedReitMember2025-10-012025-12-310001644378rmr:AbpTrustAndManagedReitMember2024-10-012024-12-310001644378rmr:UpCTransactionMemberrmr:AbpTrustMember2025-10-012025-12-310001644378rmr:UpCTransactionMemberrmr:AbpTrustMember2025-12-310001644378rmr:RMRLLCMemberrmr:AbpTrustAndManagedReitMember2025-10-012025-12-310001644378rmr:RMRLLCMemberrmr:AbpTrustAndManagedReitMember2024-10-012024-12-310001644378rmr:RMRLLCMember2025-10-012025-12-310001644378rmr:RMRLLCMember2024-10-012024-12-310001644378rmr:RMRLLCMemberrmr:AbpTrustMember2025-10-012025-12-310001644378rmr:RMRLLCMemberrmr:AbpTrustMember2024-10-012024-12-310001644378rmr:FormerNonexecutiveOfficerMemberus-gaap:RelatedPartyMember2025-10-012025-12-310001644378rmr:SevenHillsRealtyTrustMemberrmr:TransferrableRightsOfferingMember2025-10-302025-10-300001644378rmr:SevenHillsRealtyTrustMemberrmr:TremontRealityCapitalMember2025-12-042025-12-040001644378rmr:SevenHillsRealtyTrustMemberrmr:AdamD.PortnoyMember2025-12-042025-12-040001644378rmr:SevenHillsRealtyTrustMemberrmr:AbpTrustMember2025-12-042025-12-040001644378rmr:SevenHillsRealtyTrustMemberrmr:TremontRealityCapitalMember2025-12-112025-12-110001644378rmr:SevenHillsRealtyTrustMemberrmr:TremontRealityCapitalMember2025-12-310001644378rmr:FloatingRateFirstMortgageLoansMember2025-11-102025-11-100001644378rmr:A2016OmnibusEquityPlanMemberus-gaap:CommonClassAMember2025-12-310001644378us-gaap:ShareBasedCompensationAwardTrancheOneMember2025-10-012025-12-310001644378us-gaap:ShareBasedCompensationAwardTrancheTwoMember2025-10-012025-12-310001644378us-gaap:ShareBasedCompensationAwardTrancheThreeMember2025-10-012025-12-310001644378rmr:SharebasedCompensationAwardTrancheFourMember2025-10-012025-12-310001644378rmr:A2016OmnibusEquityPlanMemberus-gaap:CommonClassAMember2025-10-012025-12-310001644378rmr:CommonClassAndB1Member2025-10-012025-12-310001644378rmr:CommonClassAndB1Member2024-10-012024-12-310001644378rmr:RMRLLCMemberrmr:MembershipUnitsMember2025-10-012025-12-310001644378rmr:MembershipUnitsMemberrmr:RMRIncMemberrmr:RMRLLCMember2025-10-012025-12-310001644378rmr:MembershipUnitsMemberrmr:AbpTrustMemberrmr:RMRLLCMember2025-10-012025-12-310001644378rmr:RMRLLCMemberrmr:MembershipUnitsMember2024-10-012024-12-310001644378rmr:MembershipUnitsMemberrmr:RMRIncMemberrmr:RMRLLCMember2024-10-012024-12-310001644378rmr:MembershipUnitsMemberrmr:AbpTrustMemberrmr:RMRLLCMember2024-10-012024-12-310001644378rmr:CommonClassAndB1Memberus-gaap:SubsequentEventMember2026-01-152026-01-150001644378rmr:MembershipUnitsMemberrmr:RMRLLCMemberus-gaap:SubsequentEventMember2026-01-152026-01-150001644378rmr:MembershipUnitsMemberrmr:RMRIncMemberrmr:RMRLLCMemberus-gaap:SubsequentEventMember2026-01-152026-01-150001644378rmr:RMRLLCMemberrmr:MembershipUnitsMemberus-gaap:SubsequentEventMember2026-01-150001644378rmr:MembershipUnitsMemberrmr:AbpTrustMemberrmr:RMRLLCMemberus-gaap:SubsequentEventMember2026-01-152026-01-150001644378us-gaap:CapitalUnitClassAMember2025-10-012025-12-31

    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 December 31, 2025
    OR
    ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    Commission file number 001-37616
     
    THE RMR GROUP INC.
    (Exact Name of Registrant as Specified in Its Charter)
     
    Maryland47-4122583
    (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 ClassTrading SymbolName Of Each Exchange On Which Registered
    Class A common stock, $0.001 par value per shareRMRThe 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 January 30, 2026, there were 16,058,177 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

    December 31, 2025
     
    Table of Contents

    Page
    PART I.
    Financial Information
    Item 1.
    Financial Statements (unaudited)
    Condensed Consolidated Balance Sheets — December 31, 2025 and September 30, 2025
    3
     
    Condensed Consolidated Statements of Comprehensive Income — Three Months Ended December 31, 2025 and 2024
    4
    Condensed Consolidated Statements of Shareholders’ Equity — Three Months Ended December 31, 2025 and 2024
    5
     
    Condensed Consolidated Statements of Cash Flows — Three Months Ended December 31, 2025 and 2024
    6
    Notes to Condensed Consolidated Financial Statements
    7
    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    24
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    31
    Item 4.
    Controls and Procedures
    32
    Warning Concerning Forward-Looking Statements
    33
    PART II.
    Other Information
    Item 1A.
    Risk Factors
    35
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    35
    Item 6.
    Exhibits
    36
    Signatures
    37

    2

    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)
    December 31,September 30,
    20252025
    Assets
    Cash and cash equivalents held by The RMR Group Inc.$18,829 $19,478 
    Cash and cash equivalents held by The RMR Group LLC30,486 42,819 
    Due from related parties109,948 79,703 
    Prepaid and other current assets12,595 13,731 
    Loans held for investment, net of allowance for credit losses of $63
    — 36,963 
    Total current assets171,858 192,694 
    Loans held for investment, net of allowance for credit losses of $526
    — 24,021 
    Property and equipment, net of accumulated depreciation of $10,163 and $7,980, respectively
    227,454 228,655 
    Due from related parties, net of current portion9,335 10,374 
    Investments54,585 31,900 
    Goodwill71,761 71,761 
    Intangible assets, net of accumulated amortization of $11,021 and $9,074, respectively
    23,938 26,136 
    Operating lease right of use assets21,350 22,876 
    Deferred tax asset12,547 13,181 
    Other assets, net of accumulated amortization of $99,510 and $97,156, respectively
    94,293 96,647 
    Total assets$687,121 $718,245 
    Liabilities and Equity
    Reimbursable accounts payable and accrued expenses$50,909 $43,553 
    Accounts payable and accrued expenses37,887 38,701 
    Current portion of Earnout liability— 3,639 
    Operating lease liabilities5,522 5,603 
    Current portion of secured financing facility, net— 26,326 
    Total current liabilities94,318 117,822 
    Operating lease liabilities, net of current portion16,255 17,682 
    Amounts due pursuant to tax receivable agreement, net of current portion15,926 15,926 
    Employer compensation liability, net of current portion9,335 10,374 
    Secured financing facility, net of current portion— 18,260 
    Mortgage notes payable, net136,450 136,168 
    Total liabilities272,284 316,232 
    Commitments and contingencies
    Equity:
    Class A common stock, $0.001 par value; 32,500,000 shares authorized; 16,058,177 and 16,063,495 shares issued and outstanding, respectively
    16 16 
    Class B-1 common stock, $0.001 par value; 1,000,000 shares authorized, issued and outstanding
    1 1 
    Class B-2 common stock, $0.001 par value; 15,000,000 shares authorized, issued and outstanding
    15 15 
    Additional paid in capital122,320 121,706 
    Retained earnings466,012 453,822 
    Cumulative other comprehensive loss(142)(62)
    Cumulative common distributions(355,520)(347,842)
    Total shareholders’ equity232,702 227,656 
    Noncontrolling interest in The RMR Group LLC180,417 172,253 
    Noncontrolling interest in other consolidated entities1,718 2,104 
    Total noncontrolling interests182,135 174,357 
    Total equity414,837 402,013 
    Total liabilities and equity$687,121 $718,245 
    See accompanying notes.
    3

    Table of Contents
    The RMR Group Inc.
    Condensed Consolidated Statements of Comprehensive Income
    (amounts in thousands, except per share amounts)
    (unaudited)
    Three Months Ended
    December 31,
    20252024
    Revenues:
    Management services$41,909 $46,183 
    Incentive fees23,625 68 
    Advisory services1,177 1,141 
    Total management, incentive and advisory services revenues66,711 47,392 
    Income from loan investments, net411 546 
    Rental property revenues5,140 1,622 
    Reimbursable compensation and benefits17,197 21,790 
    Reimbursable equity based compensation1,335 (430)
    Other reimbursable expenses89,630 148,556 
    Total reimbursable costs108,162 169,916 
    Total revenues180,424 219,476 
    Expenses:
    Compensation and benefits37,448 42,562 
    Equity based compensation1,955 126 
    Separation costs1,379 — 
    Total compensation and benefits expense40,782 42,688 
    General and administrative9,948 11,284 
    Other reimbursable expenses89,630 148,556 
    Rental property expenses1,834 426 
    Transaction and acquisition related costs1,458 787 
    Depreciation and amortization4,687 2,347 
    Total expenses148,339 206,088 
    Operating income32,085 13,388 
    Interest income535 1,556 
    Interest expense(2,647)(699)
    Change in fair value of Earnout liability3,639 3,410 
    Loss on investments(1,661)(1,071)
    Loss on extinguishment of debt(452)— 
    Income before income tax expense31,499 16,584 
    Income tax expense(4,661)(2,476)
    Net income26,838 14,108 
    Net income attributable to noncontrolling interest in The RMR Group LLC(15,034)(7,722)
    Net loss (income) attributable to other noncontrolling interests386 (6)
    Net income attributable to The RMR Group Inc.$12,190 $6,380 
    Other comprehensive loss:
    Unrealized loss on derivatives(151)— 
    Less: unrealized loss on derivatives attributable to noncontrolling interest71 — 
    Other comprehensive loss attributable to The RMR Group Inc.(80)— 
    Comprehensive income attributable to The RMR Group Inc.$12,110 $6,380 
    Weighted average common shares outstanding - basic and diluted16,744 16,613 
    Net income attributable to The RMR Group Inc. per common share - basic and diluted$0.71 $0.38 
    Substantially all revenues are earned from related parties. See accompanying notes.
    4

    Table of Contents
    The RMR Group Inc.
    Condensed Consolidated Statements of Shareholders’ Equity
    (dollars in thousands)
    (unaudited)


    Noncontrolling Interests in:
    Class A Common StockClass B-1 Common StockClass B-2 Common StockAdditional Paid In CapitalRetained EarningsCumulative Other Comprehensive LossCumulative Common DistributionsTotal Shareholders' EquityThe RMR Group LLCOther Consolidated EntitiesTotal Equity
    Balance at September 30, 2025$16 $1 $15 $121,706 $453,822 $(62)$(347,842)$227,656 $172,253 $2,104 $402,013 
    Share awards, net— — — 614 — — — 614 — — 614 
    Net income— — — — 12,190 — — 12,190 15,034 (386)26,838 
    Tax distributions to member— — — — — — — — (1,999)— (1,999)
    Common share distributions— — — — — — (7,678)(7,678)(4,800)— (12,478)
    Other comprehensive loss— — — — — (80)— (80)(71)— (151)
    Balance at December 31, 2025$16 $1 $15 $122,320 $466,012 $(142)$(355,520)$232,702 $180,417 $1,718 $414,837 
    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 
    See accompanying notes.
    5

    Table of Contents
    The RMR Group Inc.
    Condensed Consolidated Statements of Cash Flows
    (dollars in thousands)
    (unaudited)
    Three Months Ended December 31,
    20252024
    Cash Flows from Operating Activities:
    Net income$26,838 $14,108 
    Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization4,687 2,347 
    Amortization of interest rate caps161 — 
    Straight line office rent18 (140)
    Amortization expense related to other assets2,354 2,354 
    Reversal of credit losses(514)(72)
    Provision for deferred income taxes634 817 
    Change in fair value of Earnout liability(3,639)(3,410)
    Operating expenses paid in The RMR Group Inc. common shares649 556 
    Distributions from investments478 598 
    Loss on investments1,661 1,071 
    Loss on extinguishment of debt452— 
    Changes in assets and liabilities:
    Due from related parties(32,138)10,420 
    Prepaid and other current assets824 (3,525)
    Reimbursable accounts payable and accrued expenses7,356 (11,061)
    Accounts payable and accrued expenses924 10,966 
    Net cash provided by operating activities10,745 25,029 
    Cash Flows from Investing Activities:
    Proceeds from sale of loan investments61,733 — 
    Additional funding of loan investments— (1,400)
    Purchase of property and equipment(1,054)(1,469)
    Investment in residential fund— (768)
    Investment in Seven Hills Realty Trust(24,824)— 
    Net cash provided by (used in) investing activities35,855 (3,637)
    Cash Flows from Financing Activities:
    Repayments of secured financing facility(45,070)— 
    Payment of deferred financing fees— (138)
    Distributions to noncontrolling interests(6,799)(7,686)
    Distributions to common shareholders(7,678)(7,581)
    Repurchase of common shares(35)(6)
    Net cash used in financing activities(59,582)(15,411)
    Decrease in cash and cash equivalents(12,982)5,981 
    Cash and cash equivalents at beginning of period62,297 141,599 
    Cash and cash equivalents at end of period$49,315 $147,580 
    Supplemental Disclosures:
    Income taxes paid$1,030 $8 
    Interest paid$3,120 $1,428 
    Non-cash investing and financing activities:
    Recognition of right of use assets and related lease liabilities$— $70 
    Property and equipment accrued, not paid$252 $87 
    See accompanying notes.
    6

    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 December 31, 2025, RMR Inc. owned 16,058,177 class A membership units of RMR LLC, or Class A Units, and 1,000,000 class B membership units of RMR LLC, or Class B Units. The aggregate RMR LLC membership units RMR Inc. owns represented 53.2% of the economic interest of RMR LLC as of December 31, 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 46.8% of the economic interest of RMR LLC as of December 31, 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 senior living communities, medical office and life science properties and other healthcare related properties; Industrial Logistics Properties Trust, or ILPT, which owns and leases industrial and logistics properties; Office Properties Income Trust, or OPI, which owns and leases office properties primarily to single tenants and those with high credit quality characteristics; and Service Properties Trust, or SVC, which owns a diverse portfolio of service-focused retail net lease properties and hotels. DHC, ILPT, OPI and SVC are collectively referred to as the Managed Equity REITs.
    RMR LLC’s wholly owned subsidiary, Tremont Realty Capital LLC, or Tremont, an investment adviser registered with the Securities and Exchange Commission, or SEC, provides advisory services for Seven Hills Realty Trust, or SEVN. SEVN is a publicly traded mortgage REIT that focuses on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate.
    RMR LLC provides management services to Sonesta International Hotels Corporation, or Sonesta, a privately owned franchisor and operator of hotels, resorts and cruise ships in the United States, Canada, Latin America, the Caribbean and the Middle East, and many of the U.S. hotels that Sonesta operates are owned by SVC.
    RMR LLC also provides management services to AlerisLife Inc., or AlerisLife, which operated senior living communities, many of which are owned by DHC. On September 3, 2025, AlerisLife announced that it had entered into agreements to transition the management of its senior living communities to third party operators and has since completed the sale of all of its assets in January 2026 and will continue to wind down its business and operations by June 30, 2026. RMR LLC will continue to provide management services through the wind down period.
    RMR LLC provides management services through certain of its subsidiaries to multiple private funds, joint ventures and the underlying residential real estate assets of the funds, as well as property management services to third party owners. The residential real estate we manage through these subsidiaries are presented as RMR Residential in these condensed consolidated financial statements.
    In addition, RMR LLC provides management services to other private capital vehicles, including ABP Trust and other private entities that own commercial real estate, of which certain of our Managed Equity REITs own minority equity interests. These other private clients, along with Sonesta, AlerisLife and clients of RMR Residential are collectively referred to as the Private Capital clients.
    7

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    Note 2. Basis of Presentation
    The accompanying condensed consolidated financial statements are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, or our 2025 Annual Report. In the opinion of management, all adjustments considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. 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
    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. The implementation of this ASU will not have a material impact on our consolidated financial statements and we will apply the requirements of ASU No. 2023-09 for our fiscal year ending September 30, 2026.
    Comprehensive Income. In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statements Expenses, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization. These details must be presented in a tabular format in the notes to financial statements for both interim and annual reporting periods. ASU No. 2024-03 is required to be applied prospectively but can be applied retrospectively, and is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that ASU No. 2024-03 will have on our consolidated financial statements.
    Derivatives and Hedging. In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), which clarifies the application of derivative accounting to certain contracts and updates the guidance for share-based noncash consideration received from a customer in exchange for goods and services. Specifically, this ASU stipulates that entities should apply the guidance in Topic 606 to contracts with share-based noncash consideration from a customer unless and until the entity’s right to receive or retain the share-based noncash consideration is unconditional. ASU No. 2025-07 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU No. 2025-07 will have on our consolidated financial statements.
    Internal Use Software. In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which requires companies to start capitalizing eligible software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. ASU No. 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU No. 2025-06 will have on our consolidated financial statements.
    8

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    Derivatives and Hedging. In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815), which expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge, provides a model to facilitate the application of cash flow hedge accounting to forecasted interest payments on variable rate debt instruments and expands hedge accounting for forecasted purchases and sales of nonfinancial assets, among other improvements. ASU No. 2025-09 is effective for the annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU No. 2025-09 will have on our consolidated financial statements.
    Interim Reporting. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU No. 2025-11 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU No. 2025-11 will have on our consolidated financial statements.
    Note 3. Revenue Recognition
    Revenues from services we provide are recognized as earned over time as the services provided represent performance obligations that are satisfied over time. Substantially all revenues are earned from related parties.
    Management Agreements with the Managed Equity REITs
    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.
    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 $19,982 and $20,399 for the three months ended December 31, 2025 and 2024.
    Incentive Business Management Fees — We also may 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.
    9

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    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.
    For the three months ended December 31, 2025, we recognized aggregate incentive business management fees earned from the Managed Equity REITs of $23,584. Incentive business management fees recognized as earned in the three months ended December 31, 2025 were earned for the calendar year 2025. We did not earn incentive business management fees from the Managed Equity REITs for calendar year 2024.
    OPI Management Agreement — OPI commenced voluntary chapter 11 petitions on October 30, 2025. In connection with this petition, we entered into a restructuring support agreement with OPI and certain of its lenders pursuant to which we have agreed to terms for a new management agreement and a new property management agreement with OPI, as set forth in the management agreement term sheet attached to the restructuring support agreement, which agreements are expected to take effect upon the effectiveness of OPI’s plan of reorganization. Pursuant to the management agreement term sheet, the initial term of the new management agreements will be five years and be terminable without penalty after two years, RMR LLC will be paid an annual fee under the new business management agreement of $14,000 payable per year for the first two years, and RMR LLC will be paid a 3% property management fee and a 5% construction supervision fee under the new property management agreement, consistent with the existing property management agreement. The current management agreements between OPI and RMR LLC will remain in effect during the pendency of the OPI chapter 11 cases, and RMR LLC will continue to manage OPI’s business in the ordinary course.
    Amendment to Business Management Agreement with SVC — Effective January 1, 2026, RMR LLC and SVC amended their business management agreement to replace the benchmark index used in the calculation of incentive business management fees. Pursuant to this amendment, for periods beginning on or after January 1, 2026, the MSCI U.S. REIT Diversified Index will be used to calculate benchmark returns per share for purposes of determining any incentive business management fee payable by SVC to RMR LLC, and for periods ending prior to January 1, 2026, the MSCI U.S. REIT/Hotel & Resort REIT Index will continue to be used.
    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 $5,539 and $6,807 for the three months ended December 31, 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
    10

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    and administrative expenses in our condensed consolidated financial statements. These management fees are payable in cash monthly in arrears.
    For the three months ended December 31, 2025 and 2024, we earned aggregate property management fees of $16,388 and $18,977, respectively, including construction supervision fees of $2,230 and $3,829, respectively.
    Management Agreements with Joint Ventures
    We enter into joint venture arrangements with the intent to acquire, improve and sell commercial real estate. We have management agreements with these joint ventures that entitle us to certain fees, such as property management and construction supervision fees and reimbursements of certain costs incurred on behalf of the joint ventures. Other applicable fees include:
    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 comprehensive income. We did not recognize any acquisition fee revenue for the three months ended December 31, 2025 and 2024.
    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 an outsized 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 months ended December 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 December 31, 2025 and 2024, we earned advisory services revenue of $1,177 and $1,141. We also earned incentive fees from SEVN of $41 and $68, respectively for the three months ended December 31, 2025 and 2024, respectively.
    Other 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 months ended December 31, 2025 and 2024, we earned income from loan investments, net of $411 and $546, respectively.
    11

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    Leases 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 December 31, 2025 and 2024, we earned rental property revenues of $5,140 and $1,622, respectively.
    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 comprehensive 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 4. Loans Held for Investment, Net
    In July 2024, we originated two floating rate mortgage loans secured by properties in Revere, MA and Wayne, PA. In November 2025, we sold these loans to SEVN for gross proceeds, excluding closing costs, of $61,733 and used $45,070 of these proceeds to settle our outstanding obligations under our secured financing facility.
    The table below provides overall statistics for our loan portfolio as of September 30, 2025:
    September 30, 2025
    Number of loans
    2
    Total loan commitments
    $64,000
    Unfunded loan commitments (1)
    $2,267
    Principal balance
    $61,733
    Weighted average coupon rate
    8.41%
    Weighted average all in yield (2)
    9.32%
    Weighted average floor
    4.34%
    Weighted average maximum maturity (years) (3)
    3.77
    (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 assumed all borrower loan extension options had been exercised, which options are subject to the borrower meeting certain conditions.
    12

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    Note 5. Indebtedness
    Mortgage Notes Payable, Net
    As of December 31, 2025, three of our residential properties are encumbered by mortgage notes with an aggregate principal amount of $139,700. These mortgage loans require monthly payments of interest only until maturity. Deferred financing fees incurred in connection with these mortgage financings are amortized over the term of the respective mortgage agreement and are recorded as a component of interest expense in our condensed consolidated statements of comprehensive income. For further information regarding the interest rate caps on certain of our mortgage notes, see Note 6, Derivatives and Hedging Activities, and Note 9, Fair Value of Financial Instruments.
    Senior Secured Revolving Credit Facility
    We maintain a $100,000 senior secured revolving credit facility, or our revolving credit facility. Our revolving credit facility is secured by certain of our assets and existing management agreements and provides us with enhanced financial flexibility as we continue to invest in our private capital initiatives and position ourselves to capitalize on long term growth opportunities. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayments on borrowings under our credit agreement are due until maturity. The maturity date of our credit agreement is January 22, 2028 and, subject to the payment of an extension fee and meeting certain other requirements, we can extend the maturity date of our revolving credit facility by one year. Interest is payable on borrowings under our credit agreement at a rate of 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 December 31, 2025 and January 30, 2026, we had no amounts outstanding on our revolving credit facility.
    Secured Financing Facility, Net
    In September 2024, we, through our Tremont managed vehicle, entered into a master repurchase agreement with UBS AG, or UBS, or our UBS Master Repurchase Agreement, for a facility with an aggregate maximum capacity of $200,000, pursuant to which we could sell to UBS, and later repurchase, commercial mortgage loans. On November 17, 2025, we settled our outstanding obligations under our secured financing facility of $45,070, excluding accrued interest, and terminated our secured financing facility. We recognized a $452 loss on extinguishment of debt during the three months ended December 31, 2025.
    The table below summarizes our secured financing facility as of September 30, 2025:
    Principal Balance
    Carrying Value (1)
    Coupon Rate (2)
    Remaining Maturity (years)Maturity DateCollateral Principal Balance
    Revere, MA (Hotel)$26,612 $26,326 7.05%0.757/1/2026$37,000 
    Wayne, PA (Industrial)18,458 18,260 7.00%1.807/18/202724,733 
    Total/weighted average$45,070 $44,586 7.03%1.20$61,733 
    (1)Deferred financing costs of $484 remained unamortized as of September 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 September 30, 2025, we were in compliance with the covenants and other terms of the agreements that govern our secured financing facility.
    13

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    Note 6. Derivatives and Hedging Activities
    For certain of our mortgage loan agreements, we have interest rate cap agreements to manage our interest rate risk exposure. The only risk currently managed by us using derivative instruments is our interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we or our related parties may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations.
    Our interest rate cap agreements are designated as cash flow hedges of interest rate risk and are measured on a recurring basis at fair value. See Note 9, Fair Value of Financial Instruments for further information regarding the fair value of our interest rate caps. The following table summarizes the terms of our outstanding interest rate cap agreements as reported in prepaid and other current assets on our condensed consolidated balance sheets:
    Fair Value at
    Underlying InstrumentMaturity DateStrike RateNotional AmountDecember 31, 2025September 30, 2025
    Raleigh, NC (Residential)8/15/20283.00%$47,870 621$760 
    Orlando, FL (Residential)10/1/20283.00%$59,984 825998 
    $1,446 $1,758 
    Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract for an upfront premium. For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in cumulative other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedge transaction affects earnings. Gains and losses on the derivative representing the hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. The earnings recognition of excluded components is presented in interest expense. Amounts reported in cumulative other comprehensive income related to derivatives will be reclassified to interest expense as payments are made on our applicable debt. Over the next 12 months, we estimate that an additional $226 will be reclassified from other comprehensive income as an increase to interest expense.
    The following table summarizes the activity related to our cash flow hedges within cumulative other comprehensive loss for the three months ended December 31, 2025:
    Amount of loss recognized on derivatives in other comprehensive loss$39 
    Amount of gain reclassified from cumulative other comprehensive loss into interest expense$112 
    Total amount of interest expense presented in the consolidated statements of comprehensive income$(2,647)
    Note 7. Investments
    Seven Hills Realty Trust
    On November 10, 2025, SEVN commenced a transferable rights offering to raise gross proceeds of approximately $65,200 whereby shareholders of record of its common shares of beneficial interest, or SEVN common shares, as of the close of business on November 10, 2025, received, at no charge, one transferable subscription right for every one SEVN common share held, pursuant to which such shareholders could purchase, at a specified subscription price, one SEVN common share for every two subscription rights held. We, through Tremont, participated in the rights offering by (i) exercising our pro rata subscription rights based on our existing ownership in SEVN by purchasing 854,029 shares for $7,387 and (ii) purchasing 2,015,748 additional SEVN common shares not otherwise sold in the rights offering for $17,436, subject to the terms and conditions of a backstop agreement.
    14

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    As of December 31, 2025, Tremont owned 4,577,835, or approximately 20.3%, 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 December 31, 2025 and September 30, 2025, based on quoted market prices, was $40,743 and $17,610, respectively. The unrealized loss in our condensed consolidated statements of comprehensive income related to our investment in SEVN was $1,213 and $581 for the three months ended December 31, 2025 and 2024. We received distributions from SEVN of $478 and $598 for the three months ended December 31, 2025 and 2024.
    Carroll MF VII, LLC and Carroll Multifamily Venture VII, LP
    As of December 31, 2025, we owned a 14.3% investment in Carroll MF VII, LLC, or MF VII, a co-investment vehicle managed by RMR Residential. We consolidated the financial position and results of operations for MF VII for the three months ended December 31, 2025, which included $703 in accounts payable and accrued expenses, because we are deemed to exert significant influence and control over MF VII’s most significant activities. As of December 31, 2025, MF VII owned a $2,708 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 using unobservable Level 3 inputs. The unrealized loss in our condensed consolidated statements of comprehensive income related to MF VII’s investment in Fund VII was $448 and $490 for the three months ended December 31, 2025 and 2024, respectively.
    Joint Ventures
    We own equity interests in two joint ventures: (i) a 225-unit residential community in Pompano Beach, FL, or the Pompano JV, and (ii) a 400-unit residential community in Sunrise, FL, or the Sunrise JV, which were acquired for an aggregate purchase price of $190,100. As general partner of both joint ventures, we made aggregate equity contributions of $11,134 with institutional investors funding the remaining equity. We are entitled to construction supervision and property management fees pursuant to management agreements with these joint ventures and are also entitled to a carried interest if we meet certain investment returns. We account for our investments in the Pompano JV and Sunrise JV 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 months ended December 31, 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 months ended December 31, 2025 and 2024, all of our income before taxes was derived solely from domestic operations.
    For the three months ended December 31, 2025 and 2024, we recognized estimated income tax expense of $4,661 and $2,476, respectively, which includes $3,430 and $1,812, respectively, of U.S. federal income tax and $1,231 and $664, respectively, of state income taxes.
    15

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    A reconciliation of the statutory income tax rate to the effective tax rate is as follows:
    Three Months Ended December 31,
    20252024
    Income taxes computed at the federal statutory rate21.0 %21.0 %
    State taxes, net of federal benefit3.0 %2.9 %
    Permanent items0.5 %0.6 %
    Uncertain tax position reserve, net of federal benefit0.1 %0.2 %
    Net income attributable to noncontrolling interest(9.8)%(9.8)%
    Total14.8 %14.9 %
    The components of the deferred tax assets as of December 31, 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. 
    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, the impact of which is not significant to our condensed consolidated financial statements. Our policy is to include interest expense related to unrecognized tax benefits within the provision for income taxes in our condensed consolidated statements of comprehensive income. 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 December 31, 2025 and September 30, 2025, 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.
    16

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    The table below provides information regarding these financial instruments not carried at fair value in our condensed consolidated balance sheets as of December 31, 2025 and September 30, 2025:
    As of December 31, 2025
    As of September 30, 2025
    Carrying Value
    Fair Value
    Carrying Value
    Fair Value
    Loans held for investment
    $— $— $60,984 $61,989 
    Secured financing facility
    — — 44,586 45,471 
    Mortgage note payable
    136,450 137,390 136,168 137,076 
    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.
    The following tables present our financial assets and liabilities that have been measured at fair value on a recurring basis:
    December 31, 2025
    Total
    Level 1
    Level 2
    Level 3
    Due from related parties related to share based payment awards$12,988 $12,988 $— $— 
    Investment in SEVN40,743 40,743 — — 
    Investment in Fund VII2,708 — — 2,708 
    Investment in joint ventures
    11,134 — — 11,134 
    Employer compensation liability related to share based payment awards12,988 12,988 — — 
    Interest rate caps1,446 — 1,446 — 
    September 30, 2025
    Total
    Level 1
    Level 2
    Level 3
    Due from related parties related to share based payment awards$15,797 $15,797 $— $— 
    Investment in SEVN17,610 17,610 — — 
    Investment in Fund VII3,156 — — 3,156 
    Investment in joint ventures11,134 — — 11,134 
    Employer compensation liability related to share based payment awards15,797 15,797 — — 
    Interest rate caps1,758 — 1,758 — 
    Earnout liability3,639 — — 3,639 
    The fair values of our interest rate caps are based on prevailing market prices in secondary markets for similar derivative contracts as of the measurement date. The Earnout liability has been fully derecognized as of December 31, 2025.
    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:
    December 31, 2025
    Fair Value
    Valuation Technique
    Unobservable Input
    Range
    Investment in Fund VII$2,708 
    Discounted cash flow
    Discount rates
    6.50% - 7.00%
    Exit capitalization rates
    5.00% - 5.50%
    Holding period
    10 years
    Investment in joint ventures
    $11,134 Discounted cash flow
    Unlevered IRR
    12.02% - 12.37%
    Exit capitalization rates
    4.97% - 5.15%
    Holding period3 years
    17

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    September 30, 2025
    Fair Value
    Valuation Technique
    Unobservable Input
    Range
    Investment in Fund VII$3,156 
    Discounted cash flow
    Discount rates
    6.50% - 7.00%
    Exit capitalization rates
    5.00% - 5.50%
    Holding period
    10 years
    Investment in joint ventures
    $11,134 Discounted cash flow
    Unlevered IRR
    12.02% - 12.37%
    Exit capitalization rates
    4.97% - 5.15%
    Holding period3 years
    Earnout liability
    $3,639 
    Monte Carlo
    Capital deployment volatility
    15.00%
    Discount rate
    5.84%
    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 December 31,
    20252024
    Beginning balance
    $3,156 $— 
    Changes in fair value for our investment in Fund VII
    (448)4,113 
    Ending balance
    2,708 4,113 
    Three Months Ended December 31,
    20252024
    Beginning balance
    $3,639 $11,958 
    Changes in fair value for our Earnout liability
    (3,639)(3,410)
    Ending balance
    $— $8,548 
    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. Certain of RMR Inc.’s executive officers serve as trustees or directors of certain companies to which we provide management services. Jeffrey C. Leer, an Executive Vice President of RMR LLC, has been appointed to serve as a co-chief executive officer of Sonesta, effective April 1, 2026. For more information regarding these relationships, please see our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders.
    The Managed Equity REITs and SEVN have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs pursuant to management agreements with them. All but one of the officers of the Managed Equity REITs are officers or employees of RMR LLC. All the officers, overhead and required office space of SEVN are provided or arranged by Tremont. All of SEVN’s officers are officers or employees of Tremont or RMR LLC. One of the executive officers of AlerisLife and one of the executive officers of Sonesta are officers or employees of RMR LLC. Certain of our executive officers are also managing trustees of the Managed Equity REITs and SEVN.
    Additional information about our related person transactions appears in Note 11, Shareholders’ Equity, and in our 2025 Annual Report.
    18

    Table of Contents
    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 December 31, 2025 and 2024, we recognized revenues from related parties as set forth in the following table:
    Three Months Ended December 31, 2025Three Months Ended December 31, 2024
    TotalTotal
    Management,Management,
    IncentiveIncentive
    and AdvisoryTotaland AdvisoryTotal
    ServicesReimbursableTotalServicesReimbursableTotal
    RevenuesCostsRevenuesRevenuesCostsRevenues
    Perpetual Capital:
    DHC$23,767 $21,123 $44,890 $6,594 $42,497 $49,091 
    ILPT15,083 8,876 23,959 9,310 10,193 19,503 
    OPI5,576 32,755 38,331 6,546 43,106 49,652 
    SVC9,912 25,841 35,753 10,106 49,470 59,576 
    Total Managed Equity REITs54,338 88,595 142,933 32,556 145,266 177,822 
    SEVN1,244 1,225 2,469 1,230 1,479 2,709 
    55,582 89,820 145,402 33,786 146,745 180,531 
    Private Capital:
    AlerisLife
    355 — 355 1,400 — 1,400 
    Sonesta2,103 — 2,103 2,224 — 2,224 
    RMR Residential
    3,351 4,834 8,185 5,165 7,337 12,502 
    Other private entities5,320 13,508 18,828 4,817 15,834 20,651 
    11,129 18,342 29,471 13,606 23,171 36,777 
    Total revenues from related parties66,711 108,162 174,873 47,392 169,916 217,308 
    Income from loan investments, net— — 411 — — 546 
    Rental property revenues— — 5,140 — — 1,622 
    Total revenues from unrelated parties— — 5,551 — — 2,168 
    Total revenues$66,711 $108,162 $180,424 $47,392 $169,916 $219,476 
    19

    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:
    December 31, 2025September 30, 2025
    AccountsReimbursableAccountsReimbursable
    ReceivableCostsTotalReceivableCostsTotal
    Perpetual Capital:
    DHC$22,475 $10,824 $33,299 $4,806 $13,780 $18,586 
    ILPT9,717 9,675 19,392 4,011 8,922 12,933 
    OPI4,696 24,396 29,092 4,031 15,819 19,850 
    SVC7,541 5,573 13,114 6,831 9,943 16,774 
    Total Managed Equity REITs44,429 50,468 94,897 19,679 48,464 68,143 
    SEVN1,255 2,351 3,606 1,513 3,272 4,785 
    45,684 52,819 98,503 21,192 51,736 72,928 
    Private Capital:
    AlerisLife— — — 529 — 529 
    Sonesta47 — 47 51 — 51 
    RMR Residential
    6,768 — 6,768 6,117 — 6,117 
    Other private entities2,886 11,079 13,965 2,836 7,616 10,452 
    9,701 11,079 20,780 9,533 7,616 17,149 
    $55,385 $63,898 $119,283 $30,725 $59,352 $90,077 
    Leases
    As of December 31, 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 $1,379 and $1,398 for the three months ended December 31, 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 December 31, 2025, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $18,478, including $2,552 classified as a current liability in accounts payable and accrued expenses that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2026.
    Pursuant to the RMR LLC operating agreement, for the three months ended December 31, 2025 and 2024, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $4,267 and $6,253, respectively, of which $2,268 and $3,367, respectively, was distributed to us and $1,999 and $2,886, 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 comprehensive income as separation costs.
    20

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    RMR LLC entered into a letter agreement, or the Retirement Agreement, dated January 7, 2026, with John G. Murray, an Executive Vice President of RMR LLC and the president and chief executive officer and a director of Sonesta. A copy of the Retirement Agreement has been filed with this Quarterly Report on Form 10-Q.
    For the three months ended December 31, 2025, we recognized separation costs for certain officers and employees of $1,379, including cash separation costs of $1,350 and equity based separation costs of $29. We did not recognize any separation costs for the three months ended December 31, 2024.
    SEVN Rights Offering
    On October 30, 2025, SEVN announced its intent to commence a transferable rights offering, or the Rights Offering, to raise gross proceeds of approximately $65,200. We, through Tremont, agreed, pursuant to a backstop agreement, to participate in the Rights Offering, which resulted in (i) exercising our pro rata subscription rights based on our existing ownership in SEVN by purchasing 854,029 incremental shares for $7,387 and (ii) purchasing 2,015,748 in additional SEVN common shares not otherwise sold in the rights offering for $17,436, subject to the terms and conditions of a backstop agreement. Through the exercise of their respective basic subscription rights, Tremont purchased 854,029 SEVN common shares, Adam Portnoy purchased 109,669 SEVN common shares and ABP Trust purchased 58,266 SEVN common shares on December 4, 2025 in the Rights Offering. On December 11, 2025, pursuant to the Backstop Commitment, Tremont purchased 2,015,748 SEVN common shares that remained unsubscribed upon expiration of the Rights Offering. As of December 31, 2025, Tremont owned 4,577,835 SEVN common shares, or 20.3% of SEVN’s outstanding common shares.
    Sale of Loans
    On November 10, 2025 we sold our two floating rate first mortgage loans secured by hotel and industrial properties in Reverse, MA and Wayne, PA, respectively, for gross proceeds, excluding closing costs of $61,733 million to SEVN.
    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. 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 comprehensive income.
    Equity based compensation expense related to shares awarded to certain officers and employees was $620 and $556 for the three months ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had 310,739 unvested shares outstanding which are scheduled to vest as follows: 103,520 shares in 2026, 89,046 shares in 2027, 71,960 shares in 2028 and 46,213 in 2029.
    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 2,328 Class A Common Shares repurchased during the three months ended December 31, 2025 was $35, 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.
    21

    Table of Contents
    The RMR Group Inc.
    Notes to Condensed Consolidated Financial Statements (Continued)
    (dollars in thousands, except per share amounts)
    Distributions
    During the three months ended December 31, 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:
    DeclarationRecordPaidDistributionsTotal
    DateDateDatePer Common ShareDistributions
    Three Months Ended December 31, 2025
    10/9/202510/27/202511/13/2025$0.45 $7,678 
    $0.45 $7,678 
    Three Months Ended December 31, 2024
    10/16/202410/28/202411/14/2024$0.45 $7,581 
    $0.45 $7,581 
    These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:
    Distributions PerTotalRMR LLCRMR LLC
    DeclarationRecordPaidRMR LLCRMR LLCDistributionsDistributions
    DateDateDateMembership UnitDistributionsto RMR Inc.to ABP Trust
    Three Months Ended December 31, 2025
    10/9/202510/27/202511/13/2025$0.32 $10,260 $5,460 $4,800 
    $0.32 $10,260 $5,460 $4,800 
    Three Months Ended December 31, 2024
    10/16/202410/28/202411/14/2024$0.32 $10,191 $5,391 $4,800 
    $0.32 $10,191 $5,391 $4,800 
    As of December 31, 2025 and September 30, 2025, we had cash and cash equivalents of $49,315 and $62,297, respectively, of which $18,829 and $19,478, respectively, was held by RMR Inc., and $30,486 and $42,819, 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 January 15, 2026, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of January 26, 2026, in the amount of $0.45 per Class A Common Share and Class B-1 Common Share, or $7,676. 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 $10,259, of which $5,459 will be distributed to us based on our aggregate ownership of 17,058,177 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 February 19, 2026.
    Note 12. Per Common Share Amounts
    We calculate basic earnings per share using the two-class method. Unvested Class A Common Shares awarded to our employees are deemed participating securities for purposes of calculating basic earnings per common share because they have dividend rights. Under the two-class method, we allocate earnings proportionately to vested Class A Common Shares and Class B-1 Common Shares outstanding and unvested Class A Common Shares outstanding for the period. Accordingly, earnings attributable to unvested Class A Common Shares are excluded from basic earnings per share under the two-class method. Our Class B-2 common stock of RMR Inc., or Class B-2 Common Shares, which are paired with ABP Trust’s Class A Units, have no independent economic interest in RMR Inc. and thus are not included as common shares outstanding for purposes of calculating basic earnings per common share.
    22

    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 Shares. The 15,000,000 Class A Units that we do not own may be redeemed for our Class A Common Shares on a one-for-one basis, or upon such redemption, we may elect to pay cash instead of issuing Class A Common Shares. Upon redemption of a Class A Unit, the Class B-2 Common Share “paired” with such unit is canceled for no additional consideration. In computing the dilutive effect, if any, the assumed redemption would have on earnings per share, we considered net income available to holders of our Class A Common Shares would increase due to elimination of the noncontrolling interest offset by any tax effect, which may be dilutive. For the three months ended December 31, 2025 and 2024, the assumed redemption is anti-dilutive to earnings per share.
    The calculation of basic and diluted earnings per share for the three months ended December 31, 2025 and 2024, is as follows (amounts in thousands, except per share amounts):
    Three Months Ended December 31,
    20252024
    Numerators:
    Net income attributable to The RMR Group Inc.$12,190 $6,380 
    Less: income attributable to unvested participating securities(228)(105)
    Net income used in calculating basic and diluted EPS$11,962 $6,275 
    Denominators:
    Common shares outstanding17,058 16,845 
    Less: unvested participating securities and incremental impact of weighted average(314)(232)
    Weighted average common shares outstanding - basic and diluted16,744 16,613 
    Net income attributable to The RMR Group Inc. per common share - basic and diluted$0.71 $0.38 
    Note 13. Net Income Attributable to RMR Inc.
    Net income attributable to RMR Inc. for the three months ended December 31, 2025 and 2024, is calculated as follows:
    Three Months Ended December 31,
    20252024
    Income before income tax expense$31,499 $16,584 
    RMR Inc. franchise tax expense and interest income(81)(122)
    Net income before noncontrolling interest31,418 16,462 
    Net income attributable to noncontrolling interest in The RMR Group LLC(15,034)(7,722)
    Net loss (income) attributable to other noncontrolling interests386 (6)
    Net income attributable to RMR Inc. before income tax expense16,770 8,734 
    Income tax expense attributable to RMR Inc.(4,661)(2,476)
    RMR Inc. franchise tax expense and interest income81 122 
    Net income attributable to RMR Inc.$12,190 $6,380 
    23

    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 2025 Annual Report.
    OVERVIEW (dollars in thousands)
    RMR Inc. is a holding company and substantially all of its business is conducted by RMR LLC. RMR Inc. has no employees, and the personnel and various services it requires to operate are provided by RMR LLC. RMR LLC manages a diverse portfolio of real estate and real estate related businesses.
    Business Environment and Outlook
    The continuation and growth of our business depends upon our ability to manage the Managed Equity REITs, SEVN and our private capital clients so as to maintain, grow and increase the value of their businesses and to successfully expand our business through the execution of new business ventures and additional investments. Our business and the businesses of our clients generally follow the business cycle of the U.S. real estate industry, but with certain property type and regional geographic variations. Typically, as the general U.S. economy expands, commercial real estate, 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.
    Despite some macroeconomic uncertainty, both we and our clients will continue to balance our pursuit of growth of our and our clients’ businesses by executing, on behalf of our clients, sensible capital recycling or business arrangement restructurings in an attempt to help our clients prudently manage leverage and increased operating costs. We also look to reposition their portfolios and businesses when circumstances warrant such changes or when other more desirable opportunities are identified.
    We are also actively investing in our capital formation capabilities and continuously engaging with institutional investors seeking to deploy capital into North American commercial real estate.
    Managed Equity REITs
    The base business management fees we earn from the Managed Equity REITs are calculated monthly in accordance with the applicable business management agreement and are based on a percentage of the lower of (i) the average historical cost of each REIT’s properties and (ii) each REIT’s average market capitalization. The property management fees we earn from the Managed Equity REITs are principally based on a percentage of the gross rents collected at certain managed properties owned by the Managed Equity REITs, excluding rents or other revenues from hotels, senior living communities, travel centers and wellness centers, which are separately managed by Sonesta, AlerisLife or a third party. Also, under the terms of the property management agreements, we receive construction supervision fees in connection with certain construction activities undertaken at the properties owned by the Managed Equity REITs based on a percentage of the cost of such construction. In connection with OPI’s voluntary chapter 11 petitions on October 30, 2025, we entered into a restructuring support agreement with OPI and certain of its lenders pursuant to which we have agreed to terms for new management agreements with OPI to take effect upon the effectiveness of OPI’s plan of reorganization. Pursuant to the management agreement term sheet, the initial term of the new management agreements will be five years, RMR LLC will be paid an annual fee under the new business management agreement of $14.0 million payable per year for the first two years, and RMR LLC will be paid a 3% property management fee and a 5% construction supervision fee under the new property management agreement, consistent with the existing property management agreement. The current management agreements between OPI and RMR LLC will remain in effect during the pendency of the OPI chapter 11 cases, and RMR LLC will continue to manage OPI’s business in the ordinary course. For further information regarding the fees we earn, see Note 3, Revenue Recognition, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
    24

    Table of Contents
    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 December 31, 2025 and 2024, as applicable:
    Lesser of Historical Cost of Assets
    Under Management or
    Total Market Capitalization as of
    December 31,
    REITPrimary Strategy20252024
    DHCSenior living communities, medical office and life science properties and other healthcare related properties$3,618,405 $3,605,263 
    ILPTIndustrial and logistics properties4,583,294 4,549,255 
    OPIOffice properties primarily leased to single tenants and those with high credit quality characteristics2,432,353 2,696,349 
    SVCService-focused retail net lease properties and hotels5,814,058 6,254,869 
    $16,448,110 $17,105,736 
    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 months ended December 31, 2025 and 2024 may differ from the basis at the end of the periods presented in the table above. As of December 31, 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 December 31, 2025, were $6,831,577, $5,707,876, $5,346,695 and $9,840,200, respectively.
    The fee revenues we earned from the Managed Equity REITs for the three months ended December 31, 2025 and 2024 are set forth below:
    Three Months Ended December 31, 2025Three Months Ended December 31, 2024
    BasePropertyBaseProperty
    BusinessManagementConstructionBusinessManagementConstruction
    Managementand OtherSupervisionManagement and OtherSupervision
    REIT RevenuesRevenuesRevenuesTotalRevenuesRevenuesRevenuesTotal
    DHC$4,370 $1,217 $275 $5,862 $4,285 $1,345 $964 $6,594 
    ILPT5,951 3,327 126 9,404 5,918 3,222 170 9,310 
    OPI
    2,790 2,479 307 5,576 2,987 2,907 652 6,546 
    SVC6,871 2,157 884 9,912 7,209 1,508 1,389 10,106 
    $19,982 $9,180 $1,592 $30,754 $20,399 $8,982 $3,175 $32,556 
    For the three months ended December 31, 2025, we recognized aggregate incentive business management fees earned from the Managed Equity REITs of $23,584, of which $17,905 and $5,679 were earned from DHC and ILPT, respectively. Incentive business management fees recognized as earned in the three months ended December 31, 2025 were earned for the calendar year 2025. We did not earn incentive business management fees from the Managed Equity REITs for calendar year 2024.
    25

    Table of Contents
    Other Clients
    We provide business management services to Sonesta and AlerisLife. Sonesta manages and franchises hotels, resorts and cruise ships in the United States, Latin America, the Caribbean and the Middle East; many of the U.S. hotels that Sonesta operates are owned by SVC. AlerisLife operated senior living communities throughout the U.S., many of which are owned by DHC. On September 3, 2025, AlerisLife announced that it had entered into agreements to transition the management of its senior living communities to third party operators and has since completed the sale of all of its assets in January 2026 and will continue to wind down its business and operations by June 30, 2026. RMR LLC will continue to provide management services through the wind down period. Generally, our fees earned from business management services to Sonesta and AlerisLife are based on a percentage of certain revenues.
    In addition, we also provide management services to certain other Private Capital clients, including high-quality institutional investor relationships we maintain through RMR Residential, and earn fees based on a percentage of average invested capital, as defined in the applicable agreements, property management fees based on a percentage of rents collected from managed properties and construction supervision fees based on a percentage of the cost of construction activities. RMR Residential also provides us the potential to generate a carried interest on any new co-investments in the future.
    Our management fee revenues from services to these clients for the three months ended December 31, 2025 and 2024, are set forth in the following tables:
    Three Months Ended December 31, 2025Three Months Ended December 31, 2024
    BasePropertyBaseProperty
    BusinessManagementConstructionBusinessManagementConstruction
    Management and OtherSupervisionManagement and OtherSupervision
    RevenuesRevenuesRevenuesTotalRevenuesRevenuesRevenuesTotal
    AlerisLife$355 $— $— $355 $1,400 $— $— $1,400 
    Sonesta2,103 — — 2,103 2,224 — — 2,224 
    RMR Residential118 2,734 499 3,351 154 4,525 486 5,165 
    Other private entities2,963 2,226 131 5,320 3,029 1,625 163 4,817 
    SEVN— 18 8 26 — 16 5 21 
    $5,539 $4,978 $638 $11,155 $6,807 $6,166 $654 $13,627 
    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 $1,177 and $1,141 for the three months ended December 31, 2025 and 2024, respectively. Tremont also earned incentive fees from SEVN of $41 and $68 for the three months ended December 31, 2025 and 2024, respectively.
    26

    Table of Contents
    RESULTS OF OPERATIONS (dollars in thousands) 
    Three Months Ended December 31, 2025, Compared to the Three Months Ended December 31, 2024
    The following table presents the changes in our operating results for the three months ended December 31, 2025 compared to the three months ended December 31, 2024:
    Three Months Ended December 31,
    20252024$ Change% Change
    Revenues:
    Management services$41,909 $46,183 $(4,274)(9.3)%
    Incentive fees23,625 68 23,557 n/m
    Advisory services1,177 1,141 36 3.2%
    Total management, incentive and advisory services revenues66,711 47,392 19,319 40.8%
    Income from loan investments, net411 546 (135)(24.7)%
    Rental property revenues5,140 1,622 3,518 n/m
    Reimbursable compensation and benefits17,197 21,790 (4,593)(21.1)%
    Reimbursable equity based compensation1,335 (430)1,765 n/m
    Other reimbursable expenses89,630 148,556 (58,926)(39.7)%
    Total reimbursable costs108,162 169,916 (61,754)(36.3)%
    Total revenues180,424 219,476 (39,052)(17.8)%
    Expenses:
    Compensation and benefits37,448 42,562 (5,114)(12.0)%
    Equity based compensation1,955 126 1,829 n/m
    Separation costs1,379 — 1,379 n/m
    Total compensation and benefits expense40,782 42,688 (1,906)(4.5)%
    General and administrative9,948 11,284 (1,336)(11.8)%
    Other reimbursable expenses89,630 148,556 (58,926)(39.7)%
    Rental property expenses1,834 426 1,408 n/m
    Transaction and acquisition related costs1,458 787 671 85.3%
    Depreciation and amortization4,687 2,347 2,340 99.7%
    Total expenses148,339 206,088 (57,749)(28.0)%
    Operating income32,085 13,388 18,697 139.7%
    Interest income535 1,556 (1,021)(65.6)%
    Interest expense(2,647)(699)(1,948)n/m
    Change in fair value of Earnout liability3,639 3,410 229 6.7%
    Loss on investments(1,661)(1,071)(590)55.1%
    Loss on extinguishment of debt(452)— (452)n/m
    Income before income tax expense31,499 16,584 14,915 89.9%
    Income tax expense(4,661)(2,476)(2,185)(88.2)%
    Net income26,838 14,108 12,730 90.2%
    Net income attributable to noncontrolling interest in The RMR Group LLC(15,034)(7,722)(7,312)(94.7)%
    Net loss (income) attributable to other noncontrolling interests386 (6)392 n/m
    Net income attributable to The RMR Group Inc.$12,190 $6,380 $5,810 91.1%
    n/m - not meaningful
    Management services revenue. Management services revenue decreased $4,274 primarily due to a decrease in base business management revenues of $1,685 due to the wind down of AlerisLife’s business and deleveraging activities at certain of the Managed Equity REITs, lower construction supervision revenues of $1,599 due to declines in capital spend at our Managed Equity REITs and lower property management revenues of $990 primarily due to third party management transitions within RMR Residential.
    27

    Table of Contents
    Incentive fees. Incentive fees increased $23,557 due to fees earned from DHC and ILPT for calendar year 2025. Each of DHC’s and ILPT’s respective total return per share exceeded the applicable benchmark total return per share for the measurement period, as defined in the respective management agreements for calendar year 2025. The respective incentive fees were paid in January 2026.
    Income from loan investments, net. Income from loan investments, net decreased $135 due to the sale of our two mortgage loans to SEVN in November 2025 and includes loan investment interest income of $852 for loans originated, partially offset by interest expense of $441.
    Rental property revenues. Rental property revenues includes base rental income and non-cash straight line rent adjustments for our rental properties. Rental property revenues increased $3,518 primarily due to our acquisition of properties in Chicago, IL, Raleigh, NC and Orlando, FL after the first fiscal quarter of 2025.
    Reimbursable compensation and benefits. Reimbursable compensation and benefits includes reimbursements, at cost, that arise primarily from services our employees provide pursuant to our property management agreements at the properties of our clients. A significant portion of these compensation and benefits are charged or passed through to and paid by tenants of our clients. Reimbursable compensation and benefits decreased $4,593 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 $1,765 primarily as a result of increases in certain of our clients’ respective share prices in the current fiscal period.
    Other reimbursable expenses. For further information about these reimbursements, see Note 3, 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 $5,114 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 $1,829 primarily as a result of increases 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 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 $1,336 primarily due to declines 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 $1,408 primarily due to our acquisition of properties in Chicago, IL, Raleigh, NC and Orlando, FL after the first fiscal quarter of 2025.
    Transaction and acquisition related costs. Transaction and acquisition related costs in the prior period primarily represent costs associated with our acquisition of MPC and related integration expenses. Costs incurred in the current fiscal period relate to other transactions and agreements with our Managed Equity REITs or private capital vehicles.
    Depreciation and amortization. Depreciation and amortization increased $2,340 primarily due to depreciation in the current fiscal quarter of our owned properties in Chicago, IL, Raleigh, NC and Orlando, FL, which were acquired after the first fiscal quarter of 2025.
    Interest income. Interest income decreased $1,021 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior period.
    28

    Table of Contents
    Interest expense. Interest expense increased $1,948 primarily due to mortgage notes encumbering our owned properties in Raleigh, NC and Orlando, FL which were acquired after the first fiscal quarter of 2025.
    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.
    Loss on investments. Loss 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.
    Loss on extinguishment of debt. Loss on extinguishment of debt represents the loss recognized on unamortized deferred fees related to our secured financing facility that was terminated in the current fiscal period.
    Income tax expense. The increase in income tax expense of $2,185 is primarily attributable to higher taxable income.
    LIQUIDITY AND CAPITAL RESOURCES (dollars in thousands, except per share amounts)
    Our current assets have historically been comprised predominantly of cash, cash equivalents and receivables for business management, property management and advisory services fees. As of December 31, 2025 and September 30, 2025, we had cash and cash equivalents of $49,315 and $62,297, respectively, of which $18,829 and $19,478, respectively, was held by RMR Inc., with the remainder being held at RMR LLC and its subsidiaries. Cash and cash equivalents include all short term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of December 31, 2025 and September 30, 2025, $37,483 and $50,662, respectively, of our cash and cash equivalents were invested in money market accounts.
    We believe that our cash and cash equivalents leave us well positioned to pursue a range of capital allocation strategies, with a focus on the growth of our private capital business, to fund our operations and cash distributions and enhance our technology infrastructure, in the next twelve months. Our experienced platform and existing relationships with institutional investors 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 that may invest in the equity of real estate or provide commercial mortgage loans secured by middle market and transitional real estate in the U.S. We anticipate that using our capital for possible formation costs and co-investment in these funds will diversify our revenues and generate management fees, incentive fees and potential carried interest.
    Our liquidity is highly dependent upon our receipt of fees from the businesses we manage. Historically, we have funded our working capital needs with cash generated from our operating activities. We expect that our future working capital needs will relate largely to our operating expenses, primarily consisting of employee compensation and benefits costs, our obligation to make quarterly tax distributions to the members of RMR LLC, our plan to make quarterly distributions on our Class A Common Shares and Class B-1 Common Shares and our plan to pay quarterly distributions to the members of RMR LLC in connection with the quarterly dividends to RMR Inc. shareholders.
    We have 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 December 31, 2025 and January 30, 2026, we had no amounts outstanding.
    29

    Table of Contents
    Cash Flows
    The $14,284 decrease in net cash flows provided by operating activities for the three months ended December 31, 2025 compared to the prior period reflects unfavorable changes in working capital. The $39,492 increase in net cash flows provided by investing activities for the three months ended December 31, 2025 compared to the prior period was due to proceeds from the sale of our loan investments in the current period, partially offset by our additional investment in SEVN shares. The $44,171 increase in net cash flows used in financing activities for the three months ended December 31, 2025 compared to the prior period was due to repayment of our secured financing facility.
    As of December 31, 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.
    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 December 31, 2025, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $18,478, of which we expect to pay $2,552 to ABP Trust during the fourth quarter of fiscal year 2026. 
    Related Person Transactions
    We have relationships and historical and continuing transactions with Adam Portnoy, the Chair of our Board and one of our Managing Directors, as well as our clients and certain employees. For further information about these and other such relationships and related person transactions, please see Note 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 2025 Annual Report, our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” in our 2025 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR LLC or its subsidiaries provide management services.
    Critical Accounting Estimates
    The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates that impact the condensed consolidated financial statements include the revenue recognized during the reporting periods, the estimation of fair values and our principles of consolidation.
    A discussion of our critical accounting estimates is included in our 2025 Annual Report. There have been no significant changes in our critical accounting estimates since the fiscal year ended September 30, 2025.
    30

    Table of Contents
    Item 3. Quantitative and Qualitative Disclosures About Market Risk
    We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives, including fixed rate debt, and employing derivative instruments, including interest rate caps, to limit our exposure to increasing interest rates. Other than as described below, we do not currently expect any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.
    Floating Rate Debt
    As of December 31, 2025, our outstanding floating rate debt consisted of the following:
    DebtPrincipal Balance
    Annual Interest Rate (1)
    Annual Interest ExpenseMaturityInterest Payments Due
    Mortgage Loans
    Raleigh, NC (Residential)$40,550 6.37%$2,583 2028Monthly
    Orlando, FL (Residential)52,650 6.42%3,380 2028Monthly
    $93,200 $5,963 
    (1)    Based on SOFR plus a premium as of December 31, 2025.
    The Raleigh, NC loan has two remaining one year extension options and requires interest to be paid at an annual rate of SOFR plus a premium of 2.50%. The Orlando, FL loan has two remaining one year extension options and requires interest to be paid at an annual rate of SOFR plus a premium of 2.55%. We are vulnerable to changes in the U.S. dollar based on short term interest rates, specifically SOFR. In conjunction with these borrowings, to hedge our exposure to risk related to changes in SOFR and as required under the applicable loan agreements, we obtained interest rate caps with current SOFR strike rates equal to 3.00% for the Raleigh, NC loan and Orlando, FL loan.
    In addition, upon renewal or refinancing of these obligations, we are vulnerable to increases in interest rate premiums, including increases in the cost of replacement interest rate caps, due to market conditions and our perceived credit risk. Generally, a change in interest rates would not affect the value of our floating rate debt but would affect our operating results. The following table presents the approximate impact of a one percentage point increase in interest rates would have on the annual floating rate interest expense of our floating rate mortgage notes as of December 31, 2025:
    Impact of an Increase in Interest Rates
    Weighted Average Interest RateOutstanding DebtTotal Interest Expense Per Year
    Annual Earnings Per Share Impact (1)
    At December 31, 2025
    6.40%$93,200 $5,963 $0.36 
    One percentage point increase (2)
    6.40%$93,200 $5,963 $0.36 
    (1)    Based on the diluted weighted average common shares outstanding for the three months ended December 31, 2025.
    (2)    A one percentage point increase in interest rates would not have an impact on annual interest expense for our floating rate mortgage loans because current interest rates exceed the strike rates of our interest rate caps. However, a one percentage point increase in the weighted average interest rate percentage of our floating rate debt at December 31, 2025 would result in a weighted average interest rate of 7.40%, total floating rate interest expense per year of $6,895 and a decrease in annual earnings per share of $0.41.
    The foregoing table shows the impact of an immediate one percentage point change in floating interest rates, including the impact of our interest rate caps. Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amounts of any floating rate debt we may incur and the impact, if any, of interest rate caps we may purchase. Generally, if interest rates were to change gradually over time, the impact would be spread over time. As of December 31, 2025, neither of our floating rate mortgage notes had an active interest rate floor.
    We also maintain our revolving credit facility which has a total borrowing capacity of $100,000. Interest is payable on borrowings under our credit agreement at a rate of SOFR plus a margin of 225 basis points. As of December 31, 2025, we had no amounts outstanding on our revolving credit facility.
    31

    Table of Contents
    Fixed Rate Debt
    As of December 31, 2025, our outstanding fixed rate debt consisted of one mortgage note with a principal balance of $46,500 with a 5.34% fixed interest rate. This mortgage note requires monthly payments of interest only until maturity in July 2029. Because interest is to be paid at a fixed rate, changes in market interest rates during the term of this mortgage note will not affect our interest obligation. If this mortgage note is refinanced at an interest rate which is one percentage point higher or lower than shown above, our annual interest cost would increase or decrease by approximately $465.
    Changes in market interest rates would affect the fair value of our mortgage note. Increases in market interest rates decrease the fair value of our fixed rate debt, while decreases in market interest rates increase the fair value of our fixed rate debt. Based on the balances outstanding at December 31, 2025 and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligation, a hypothetical immediate one percentage point change in the interest rates would change the fair value of this obligation by approximately $1,541.
    Risks Related to Cash and Short Term Investments
    Our cash and cash equivalents include short term, highly liquid investments readily convertible to known amounts of cash that have original maturities of three months or less from the date of purchase. We invest a substantial amount of our cash in money market bank accounts and all of our cash is maintained in U.S. bank accounts. Some U.S. bank account balances exceed the Federal Deposit Insurance Corporation insurance limit. We believe our cash and short term investments are not subject to any material interest rate risk, equity price risk, credit risk or other market risk.
    Item 4. Controls and Procedures
    As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.
    There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
    32

    Table of Contents
    WARNING CONCERNING FORWARD-LOOKING STATEMENTS
    This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “opportunity”, “may”, “positioned”, “potential” and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: our business strategy; economic and industry conditions, including as a result of changing tariffs or trade policies and the related uncertainty thereof; the impact and opportunities for our and our clients’ businesses from business cycles in the U.S. real estate industry as well as economic and industry conditions, including interest rates; our belief that it is possible to grow real estate based businesses in selected property types or geographic areas despite national trends; our liquidity, including its sufficiency to pursue a range of capital allocation strategies and fund our operations and enhance our technology infrastructure and limit risk exposure; our future profitability; 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,
    •OPI’s voluntary chapter 11 process to restructure its debt obligations and capital structure, which may reduce our management fee revenue over time and may result in reputational harm to us,
    •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,
    •The ability of our clients to operate their businesses profitably, optimize their capital structures, comply with the terms of their debt agreements and financial covenants and to grow and increase their market capitalizations and total shareholder returns,
    •Our ability to successfully provide management services to our clients,
    •Our ability to maintain or increase the distributions we pay to our shareholders,
    •Our ability to successfully pursue and execute capital allocation and new business strategies,
    •Our ability to prudently invest in our business to enhance our operations, services and competitive positioning,
    •Our ability to successfully grow the RMR Residential business and realize our expected returns on our investment within the anticipated timeframe,
    •Our ability to successfully integrate acquired businesses and realize our expected returns on our investments,
    •The ability of Tremont to identify and close suitable investments for SEVN and to monitor, service and administer existing investments,
    33

    Table of Contents
    •Our ability to obtain additional capital from third party investors for our private capital initiatives in order to make additional investments and to increase potential returns,
    •Changes to our operating leverage or client diversity,
    •Risks related to the security of our network and information technology,
    •Litigation risks,
    •Risks related to acquisitions, dispositions and other activities by us or among our clients,
    •Allegations, even if untrue, of any conflicts of interest arising from our management activities,
    •Our ability to retain the services of our managing directors and other key personnel,
    •Our and our clients’ risks associated with our and our clients’ costs of compliance with laws and regulations, including securities regulations, exchange listing standards and other laws and regulations affecting public companies, and
    •Other matters.
    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.
    34

    Table of Contents
    Part II. Other Information
    Item 1A. Risk Factors
    There have been no material changes to the risk factors from those we previously provided in our 2025 Annual Report.
    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    Issuer purchases of equity securities.
    The following table provides information about our purchases of our equity securities during the quarter ended December 31, 2025:
    Maximum
    Total Number ofApproximate Dollar
    Shares PurchasedValue of Shares that
    Number ofAverageas Part of PubliclyMay Yet Be Purchased
    SharesPrice PaidAnnounced PlansUnder the Plans or
    Calendar Month
    Purchased (1)
    per Shareor ProgramsPrograms
    November 1 - November 30, 2025104 $15.21 N/AN/A
    December 1 - December 31, 20252,224 $15.17 N/AN/A
    Total2,328 $15.17 N/AN/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.
    35

    Table of Contents
    Item 6. Exhibits
    Exhibit
    Number
    Description
    3.1
    Articles of Amendment and Restatement of the Registrant. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.)
    3.2
    Articles of Amendment, filed July 30, 2015. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.)
    3.3
    Articles of Amendment, filed September 11, 2015. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.)
    3.4
    Articles of Amendment, filed March 9, 2016. (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the SEC on March 11, 2016.)
    3.5
    Articles of Amendment, filed November 14, 2022. (Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 001-37616) filed with the SEC on November 14, 2022.)
    3.6
    Fifth Amended and Restated Bylaws of the Registrant adopted June 11, 2024. (Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 001-37616) filed with the SEC on June 11, 2024.)
    3.7
    Articles of Amendment, filed December 19, 2024. (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the SEC on December 19, 2024.)
    4.1
    Form of The RMR Group Inc. Share Certificate for Class A Common Stock. (Incorporated by reference to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on November 2, 2015.)
    4.2
    Registration Rights Agreement, dated as of June 5, 2015, by and between the Registrant and ABP Trust (formerly known as Reit Management and Research Trust). (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.)
    10.1
    Letter Agreement, dated as of January 7, 2026, by and among The RMR Group LLC, Sonesta International Hotels Corporation and John G. Murray. (+) (Filed herewith.)
    10.2
    Second Amendment to the Second Amended and Restated Business Management Agreement, effective as of January 1, 2026, by and between Service Properties Trust and The RMR Group LLC. (Filed herewith.)
    19.1
    The RMR Group Inc. Insider Trading Policies and Procedures. (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.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document. (Filed herewith.)
    101.CALXBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
    101.DEFXBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
    101.LABXBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
    101.PREXBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
    104Cover Page Interactive Data File. (formatted as Inline XBRL and contained in Exhibit 101.)
    (+) Contract with management or compensatory plan or arrangement.


    36

    Table of Contents
    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     By:/s/ Matthew C. Brown
    Matthew C. Brown
    Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)
    Date: February 4, 2026
     

    37
    Get the next $RMR alert in real time by email

    Crush Q1 2026 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $RMR

    DatePrice TargetRatingAnalyst
    1/7/2026$17.00Buy
    Ladenburg Thalmann
    4/22/2025$24.00Buy
    B. Riley Securities
    4/19/2024Mkt Perform
    JMP Securities
    8/9/2022Perform
    Oppenheimer
    1/5/2022$43.00 → $39.00Equal-Weight
    Morgan Stanley
    10/22/2021$38.00Neutral
    Citigroup
    8/31/2021$41.00 → $43.00Equal-Weight
    Morgan Stanley
    More analyst ratings

    $RMR
    SEC Filings

    View All

    SEC Form 10-Q filed by The RMR Group Inc.

    10-Q - RMR GROUP INC. (0001644378) (Filer)

    2/4/26 4:17:40 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    The RMR Group Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

    8-K - RMR GROUP INC. (0001644378) (Filer)

    2/4/26 4:16:35 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    SEC Form DEFA14A filed by The RMR Group Inc.

    DEFA14A - RMR GROUP INC. (0001644378) (Filer)

    1/15/26 4:07:38 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    $RMR
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    View All

    Large owner Tremont Realty Capital Llc bought $17,436,220 worth of Common Shares of Beneficial Interest (2,015,748 units at $8.65) (SEC Form 4)

    4 - RMR GROUP INC. (0001644378) (Reporting)

    12/11/25 4:11:03 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    $RMR
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    View All

    Large owner Tremont Realty Capital Llc bought $17,436,220 worth of Common Shares of Beneficial Interest (2,015,748 units at $8.65) (SEC Form 4)

    4 - RMR GROUP INC. (0001644378) (Reporting)

    12/11/25 4:11:03 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    Large owner Tremont Realty Capital Llc exercised 912,295 in-the-money units of Common Shares of Beneficial Interest at a strike of $8.65 (SEC Form 4)

    4 - RMR GROUP INC. (0001644378) (Reporting)

    12/9/25 4:17:30 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    New insider Brown Matthew C. claimed ownership of 13,389 shares (SEC Form 3)

    3 - RMR GROUP INC. (0001644378) (Issuer)

    10/6/25 4:38:27 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    $RMR
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    View All

    Ladenburg Thalmann initiated coverage on RMR Group with a new price target

    Ladenburg Thalmann initiated coverage of RMR Group with a rating of Buy and set a new price target of $17.00

    1/7/26 9:14:32 AM ET
    $RMR
    Professional Services
    Consumer Discretionary

    B. Riley Securities resumed coverage on RMR Group with a new price target

    B. Riley Securities resumed coverage of RMR Group with a rating of Buy and set a new price target of $24.00

    4/22/25 7:34:35 AM ET
    $RMR
    Professional Services
    Consumer Discretionary

    JMP Securities initiated coverage on RMR Group

    JMP Securities initiated coverage of RMR Group with a rating of Mkt Perform

    4/19/24 7:29:58 AM ET
    $RMR
    Professional Services
    Consumer Discretionary

    $RMR
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    The RMR Group Inc. Announces Fiscal First Quarter 2026 Results

    The RMR Group Inc. (NASDAQ:RMR) today announced its financial results for the fiscal quarter ended December 31, 2025, which can be found at the Quarterly Results section of RMR's website at https://www.rmrgroup.com/investors-and-media/financial-information/default.aspx. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260204720277/en/ A conference call to discuss RMR's fiscal first quarter results will be held on Thursday, February 5, 2026 at 10:00 a.m. Eastern Time. The conference call may be accessed by dialing (844) 481-2945 or (412) 317-1868 (if calling from outside the U.S. and Canada); a pass code is not required. A replay w

    2/4/26 4:15:00 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    Service Properties Trust Fourth Quarter 2025 Conference Call Scheduled for Thursday, February 26th

    Service Properties Trust (NASDAQ:SVC) today announced that it will issue a press release containing its fourth quarter 2025 results after the Nasdaq closes on Wednesday, February 25, 2026. On Thursday, February 26, 2026 at 10:00 a.m. Eastern Time, President and Chief Executive Officer Christopher Bilotto, Chief Financial Officer and Treasurer Brian Donley and Vice President Jesse Abair will host a conference call to discuss these results. The conference call telephone number is (877) 329-3720. Participants calling from outside the United States and Canada should dial (412) 317-5434. No pass code is necessary to access the call from either number. Participants should dial in about 15 minut

    1/28/26 8:00:00 AM ET
    $RMR
    $SVC
    Professional Services
    Consumer Discretionary
    Real Estate Investment Trusts
    Real Estate

    Diversified Healthcare Trust Fourth Quarter 2025 Conference Call Scheduled for Tuesday, February 24th

    Diversified Healthcare Trust (NASDAQ:DHC) today announced that it will issue a press release containing its fourth quarter 2025 financial results after the Nasdaq closes on Monday, February 23, 2026. On Tuesday, February 24, 2026 at 10:00 a.m. Eastern Time, President and Chief Executive Officer Christopher Bilotto, Chief Financial Officer and Treasurer Matthew Brown and Vice President Anthony Paula will host a conference call to discuss these results. The conference call telephone number is (877) 329-4297. Participants calling from outside the United States and Canada should dial (412) 317-5435. No pass code is necessary to access the call from either number. Participants should dial in a

    1/27/26 8:00:00 AM ET
    $DHC
    $RMR
    Real Estate Investment Trusts
    Real Estate
    Professional Services
    Consumer Discretionary

    $RMR
    Leadership Updates

    Live Leadership Updates

    View All

    The RMR Group Appoints Peter Welch as Senior Vice President to Lead International Capital Formation

    Mr. Welch is an Experienced Global Capital Markets Executive with a Mandate to Expand RMR's International Capital Relationships The RMR Group (NASDAQ:RMR) today announced that Peter Welch has been appointed Senior Vice President and Head of International. In this newly created role, Mr. Welch will be responsible for expanding RMR's international brand and relationships with global institutional capital partners. He will focus exclusively on RMR and its managed clients, working to support RMR's capital formation initiatives and long-term strategic objectives. Mr. Welch's role will complement the previously announced hiring of Mary Smendzuik as a Senior Vice President and Head of Capital

    1/21/26 12:30:00 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    Sonesta Appoints Keith Pierce and Jeff Leer as Co-Chief Executive Officers Effective April 1, 2026

    Sonesta International Hotels Corporation ("Sonesta") today announced that Keith Pierce, Executive Vice President and President of Franchise and Development at Sonesta, and Jeff Leer, Executive Vice President at The RMR Group (NASDAQ:RMR), have been appointed as Co-Chief Executive Officers of Sonesta, effective April 1, 2026. Mr. Pierce has been a member of Sonesta's executive leadership team since 2021, where he has been instrumental in leading the significant expansion of Sonesta's global franchising business. Prior to joining Sonesta, he held senior executive positions at The Passionality Group, Wyndham Hotel Group and Cendant Corporation. Mr. Leer, a member of RMR's management commit

    1/12/26 8:00:00 AM ET
    $RMR
    $SVC
    Professional Services
    Consumer Discretionary
    Real Estate Investment Trusts
    Real Estate

    Industrial Logistics Properties Trust Appoints Yael Duffy as a Managing Trustee and President and Chief Executive Officer Effective January 1, 2026

    Industrial Logistics Properties Trust (NASDAQ:ILPT) today announced that Yael Duffy has been appointed as a Managing Trustee and President and Chief Executive Officer of ILPT, effective January 1, 2026. Ms. Duffy has been President of ILPT since April 2022 and its Chief Operating Officer since May 2020. Ms. Duffy is also an Executive Vice President of The RMR Group (NASDAQ:RMR), responsible for overseeing asset management, leasing and property management functions of a portfolio of office, industrial and retail properties managed by RMR. Ms. Duffy joined RMR in 2006 and has served in various capacities with RMR since that time. About Industrial Logistics Properties Trust ILPT is a real e

    12/9/25 8:00:00 AM ET
    $ILPT
    $RMR
    Real Estate Investment Trusts
    Real Estate
    Professional Services
    Consumer Discretionary

    $RMR
    Financials

    Live finance-specific insights

    View All

    The RMR Group Inc. Announces Fiscal First Quarter 2026 Results

    The RMR Group Inc. (NASDAQ:RMR) today announced its financial results for the fiscal quarter ended December 31, 2025, which can be found at the Quarterly Results section of RMR's website at https://www.rmrgroup.com/investors-and-media/financial-information/default.aspx. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260204720277/en/ A conference call to discuss RMR's fiscal first quarter results will be held on Thursday, February 5, 2026 at 10:00 a.m. Eastern Time. The conference call may be accessed by dialing (844) 481-2945 or (412) 317-1868 (if calling from outside the U.S. and Canada); a pass code is not required. A replay w

    2/4/26 4:15:00 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    Service Properties Trust Fourth Quarter 2025 Conference Call Scheduled for Thursday, February 26th

    Service Properties Trust (NASDAQ:SVC) today announced that it will issue a press release containing its fourth quarter 2025 results after the Nasdaq closes on Wednesday, February 25, 2026. On Thursday, February 26, 2026 at 10:00 a.m. Eastern Time, President and Chief Executive Officer Christopher Bilotto, Chief Financial Officer and Treasurer Brian Donley and Vice President Jesse Abair will host a conference call to discuss these results. The conference call telephone number is (877) 329-3720. Participants calling from outside the United States and Canada should dial (412) 317-5434. No pass code is necessary to access the call from either number. Participants should dial in about 15 minut

    1/28/26 8:00:00 AM ET
    $RMR
    $SVC
    Professional Services
    Consumer Discretionary
    Real Estate Investment Trusts
    Real Estate

    Diversified Healthcare Trust Fourth Quarter 2025 Conference Call Scheduled for Tuesday, February 24th

    Diversified Healthcare Trust (NASDAQ:DHC) today announced that it will issue a press release containing its fourth quarter 2025 financial results after the Nasdaq closes on Monday, February 23, 2026. On Tuesday, February 24, 2026 at 10:00 a.m. Eastern Time, President and Chief Executive Officer Christopher Bilotto, Chief Financial Officer and Treasurer Matthew Brown and Vice President Anthony Paula will host a conference call to discuss these results. The conference call telephone number is (877) 329-4297. Participants calling from outside the United States and Canada should dial (412) 317-5435. No pass code is necessary to access the call from either number. Participants should dial in a

    1/27/26 8:00:00 AM ET
    $DHC
    $RMR
    Real Estate Investment Trusts
    Real Estate
    Professional Services
    Consumer Discretionary

    $RMR
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    View All

    SEC Form SC 13G filed by The RMR Group Inc.

    SC 13G - RMR GROUP INC. (0001644378) (Subject)

    11/14/24 4:03:02 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    SEC Form SC 13G/A filed by The RMR Group Inc. (Amendment)

    SC 13G/A - RMR GROUP INC. (0001644378) (Subject)

    2/14/24 4:51:42 PM ET
    $RMR
    Professional Services
    Consumer Discretionary

    SEC Form SC 13G/A filed by The RMR Group Inc. (Amendment)

    SC 13G/A - RMR GROUP INC. (0001644378) (Subject)

    2/13/24 4:03:22 PM ET
    $RMR
    Professional Services
    Consumer Discretionary