RMR GROUP INC. 8-K

What Happened RMR Group Inc. announced that Office Properties Income Trust (OPI) emerged from Chapter 11 on June 17, 2026, and on that Effective Date RMR’s majority‑owned subsidiary, The RMR Group LLC (RMR LLC), entered into a Third Amended and Restated Business Management Agreement and a Third Amended and Restated Property Management Agreement with OPI. The agreements replace prior management contracts and set new fee and equity arrangements between RMR LLC and OPI.

Key Details

• OPI Chapter 11 timeline: cases filed Oct 30, 2025; plan confirmed Apr 22, 2026; effective (emergence) date Jun 17, 2026.
• Term and fees: each amended management agreement has an initial term of five years; the Amended Business Management Agreement pays RMR LLC $14.0 million annually for the first two years.
• Property fees: Amended Property Management Agreement continues a 3% property management fee and a 5% construction supervision fee.
• Equity consideration: RMR LLC receives OPI common shares equal to 2% of OPI’s common equity on the Effective Date and may receive up to an additional 8% of common equity upon satisfaction of certain future financial or performance metrics (to be set by OPI’s board).

Why It Matters These agreements establish the near‑term revenue stream and potential equity upside for RMR from its role managing OPI’s business and properties following OPI’s restructuring. The fixed $14.0M annual business fee (first two years), ongoing property and construction fees, and the immediate 2% equity grant (with up to 8% additional contingent equity) are concrete, material terms that affect RMR’s cash flow and potential ownership exposure tied to OPI. The filing also includes standard forward‑looking cautions: additional equity is contingent on metrics to be determined and OPI’s post‑emergence performance, relationships with tenants and lenders, and market conditions could affect outcomes.