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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

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

Commission file number 001-37616

THE RMR GROUP INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland			47-4122583
(State of Organization)			(IRS Employer Identification No.)

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

(Address of Principal Executive Offices) (Zip Code)

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

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

Title Of Each Class

Trading Symbol

Name Of Each Exchange On Which Registered

Class A common stock, $0.001 par value per share

RMR

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

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

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

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of May 1, 2026, there were 16,093,381 shares of Class A common stock, par value $0.001 per share, 1,000,000 shares of Class B-1 common stock, par value $0.001 per share, and 15,000,000 shares of Class B-2 common stock, par value $0.001 per share outstanding.

Table of Contents

THE RMR GROUP INC.

FORM 10-Q

March 31, 2026

Table of Contents


		Page
PART I.	Financial Information

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets — March 31, 2026 and September 30, 2025	3

	Condensed Consolidated Statements of Comprehensive Income — Three and Six Months Ended March 31, 2026 and 2025	4

	Condensed Consolidated Statements of Shareholders’ Equity — Three and Six Months Ended March 31, 2026 and 2025	5

	Condensed Consolidated Statements of Cash Flows — Six Months Ended March 31, 2026 and 2025	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	36

	Warning Concerning Forward-Looking Statements	37

PART II.	Other Information

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39



Item 6.	Exhibits	40

	Signatures	41

Table of Contents

PART I. Financial Information

Item 1. Financial Statements

The RMR Group Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

(unaudited)


	March 31,		September 30,
	2026		2025
Assets
Cash and cash equivalents held by The RMR Group Inc.	$	17,380	$	19,478
Cash and cash equivalents held by The RMR Group LLC	62,724		42,819
Due from related parties	82,974		79,703
Prepaid and other current assets	14,424		13,731
Loans held for investment, net of allowance for credit losses of $0 and $63, respectively	—		36,963

Total current assets	177,502		192,694
Loans held for investment, net of allowance for credit losses of $0 and $526, respectively	—		24,021
Property and equipment, net of accumulated depreciation of $12,695 and $7,980, respectively	227,440		228,655
Due from related parties, net of current portion	9,785		10,374
Investments	51,298		31,900
Goodwill	71,761		71,761
Intangible assets, net of accumulated amortization of $10,485 and $9,074, respectively	22,065		26,136
Operating lease right of use assets	20,404		22,876
Deferred tax asset	12,432		13,181
Other assets, net of accumulated amortization of $101,864 and $97,156, respectively	91,939		96,647
Total assets	$	684,626	$	718,245

Liabilities and Equity
Reimbursable accounts payable and accrued expenses	$	51,773	$	43,553
Accounts payable and accrued expenses	45,048		38,701
Current portion of Earnout liability	—		3,639
Operating lease liabilities	5,537		5,603
Current portion of secured financing facility, net	—		26,326

Total current liabilities	102,358		117,822
Operating lease liabilities, net of current portion	15,318		17,682
Amounts due pursuant to tax receivable agreement, net of current portion	15,926		15,926
Employer compensation liability, net of current portion	9,785		10,374

Secured financing facility, net of current portion	—		18,260
Mortgage notes payable, net	136,790		136,168
Total liabilities	280,177		316,232

Commitments and contingencies

Equity:
Class A common stock, $0.001 par value; 32,500,000 shares authorized; 16,093,798 and 16,063,495 shares issued and outstanding, respectively	16		16
Class B-1 common stock, $0.001 par value; 1,000,000 shares authorized, issued and outstanding	1		1
Class B-2 common stock, $0.001 par value; 15,000,000 shares authorized, issued and outstanding	15		15
Additional paid in capital	123,521		121,706
Retained earnings	467,019		453,822
Cumulative other comprehensive income (loss)	224		(62)
Cumulative common distributions	(363,196)		(347,842)
Total shareholders’ equity	227,600		227,656
Noncontrolling interest in The RMR Group LLC	175,394		172,253
Noncontrolling interest in other consolidated entities	1,455		2,104
Total noncontrolling interests	176,849		174,357
Total equity	404,449		402,013
Total liabilities and equity	$	684,626	$	718,245

See accompanying notes.

Table of Contents

The RMR Group Inc.

Condensed Consolidated Statements of Comprehensive Income

(amounts in thousands, except per share amounts)

(unaudited)


	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2026		2025		2026		2025
Revenues:
Management services	$	40,683	$	44,382	$	82,592	$	90,565
Incentive fees	—		19		23,625		87
Advisory services	1,349		1,104		2,526		2,245
Total management, incentive and advisory services revenues	42,032		45,505		108,743		92,897


Income from loan investments, net	—		646		411		1,192
Rental property revenues	5,100		1,425		10,240		3,047
Reimbursable compensation and benefits	16,814		20,611		34,011		42,401
Reimbursable equity based compensation	2,402		1,132		3,737		702
Other reimbursable expenses	79,281		97,349		168,911		245,905
Total reimbursable costs	98,497		119,092		206,659		289,008
Total revenues	145,629		166,668		326,053		386,144
Expenses:
Compensation and benefits	37,690		42,051		75,138		84,613
Equity based compensation	3,025		1,606		4,980		1,732
Separation costs	1,293		3,455		2,672		3,455
Total compensation and benefits expense	42,008		47,112		82,790		89,800
General and administrative	10,748		11,246		20,696		22,530
Other reimbursable expenses	79,281		97,349		168,911		245,905
Rental property expenses	1,876		395		3,710		821
Transaction and acquisition related costs	227		549		1,685		1,336
Depreciation and amortization	4,448		2,457		9,135		4,804
Total expenses	138,588		159,108		286,927		365,196
Operating income	7,041		7,560		39,126		20,948
Interest income	516		1,377		1,051		2,933
Interest expense	(2,611)		(871)		(5,258)		(1,570)
Change in fair value of Earnout liability	—		1,270		3,639		4,680
Loss on investments	(2,298)		(709)		(3,959)		(1,780)
Loss on extinguishment of debt	—		—		(452)		—
Gain on sale of real estate	—		445		—		445
Income before income tax expense	2,648		9,072		34,147		25,656
Income tax expense	(589)		(1,378)		(5,250)		(3,854)
Net income	2,059		7,694		28,897		21,802
Net income attributable to noncontrolling interest in The RMR Group LLC	(1,454)		(4,337)		(16,488)		(12,059)
Net loss attributable to other noncontrolling interests	402		259		788		253
Net income attributable to The RMR Group Inc.	$	1,007	$	3,616	$	13,197	$	9,996

Other comprehensive income:
Unrealized gain on derivatives	688		—		537		—
Less: unrealized gain on derivatives attributable to noncontrolling interest in The RMR Group LLC	(322)		—		(251)		—
Other comprehensive income attributable to The RMR Group Inc.	366		—		286		—
Comprehensive income attributable to The RMR Group Inc.	$	1,373	$	3,616	$	13,483	$	9,996

Weighted average common shares outstanding - basic	16,750		16,616		16,747		16,614
Weighted average common shares outstanding - diluted	16,750		16,616		16,747		31,617

Net income attributable to The RMR Group Inc. per common share - basic	$	0.05	$	0.21	$	0.77	$	0.59
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.05	$	0.21	$	0.77	$	0.58

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

Table of Contents

The RMR Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(dollars in thousands)

(unaudited)


																	Noncontrolling Interests in:
	Class A Common Stock		Class B-1 Common Stock		Class B-2 Common Stock		Additional Paid in Capital		Retained Earnings		Cumulative Other Comprehensive Income (Loss)		Cumulative Common Distributions		Total Shareholders' Equity		The RMR Group LLC		Other Consolidated Entities		Total Equity
Balance at September 30, 2025	$	16	$	1	$	15	$	121,706	$	453,822	$	(62)	$	(347,842)	$	227,656	$	172,253	$	2,104	$	402,013
Share awards, net	—		—		—		614		—		—		—		614		—		—		614
Net income	—		—		—		—		12,190		—		—		12,190		15,034		(386)		26,838
Tax distributions to member	—		—		—		—		—		—		—		—		(1,999)		—		(1,999)
Common share distributions	—		—		—		—		—		—		(7,678)		(7,678)		(4,800)		—		(12,478)



Other comprehensive loss	—		—		—		—		—		(80)		—		(80)		(71)		—		(151)
Balance at December 31, 2025	16		1		15		122,320		466,012		(142)		(355,520)		232,702		180,417		1,718		414,837
Share awards, net	—		—		—		1,201		—		—		—		1,201		—		—		1,201
Net income	—		—		—		—		1,007		—		—		1,007		1,454		(402)		2,059
Tax distributions to member	—		—		—		—		—		—		—		—		(1,999)		—		(1,999)
Common share distributions	—		—		—		—		—		—		(7,676)		(7,676)		(4,800)		—		(12,476)



Capital contributions	—		—		—		—		—		—		—		—		—		139		139
Other comprehensive income	—		—		—		—		—		366		—		366		322		—		688
Balance at March 31, 2026	$	16	$	1	$	15	$	123,521	$	467,019	$	224	$	(363,196)	$	227,600	$	175,394	$	1,455	$	404,449




Balance at September 30, 2024	$	16	$	1	$	15	$	118,811	$	436,226	$	—	$	(317,495)	$	237,574	$	181,439	$	404	$	419,417
Share awards, net	—		—		—		550		—		—		—		550		—		—		550
Net income	—		—		—		—		6,380		—		—		6,380		7,722		6		14,108
Tax distributions to member	—		—		—		—		—		—		—		—		(2,886)		—		(2,886)
Common share distributions	—		—		—		—		—		—		(7,581)		(7,581)		(4,800)		—		(12,381)

Consolidation of investments	—		—		—		—		—		—		—		—		—		2,936		2,936
Balance at December 31, 2024	16		1		15		119,361		442,606		—		(325,076)		236,923		181,475		3,346		421,744
Share awards, net	—		—		—		1,328		—		—		—		1,328		—		—		1,328
Net income	—		—		—		—		3,616		—		—		3,616		4,337		(259)		7,694
Tax distributions to member	—		—		—		—		—		—		—		—		(3,052)		—		(3,052)
Common share distributions	—		—		—		—		—		—		(7,580)		(7,580)		(4,800)		—		(12,380)


Member distributions upon sale of 260 Woodstock	—		—		—		—		—		—		—		—		—		(409)		(409)
Balance at March 31, 2025	$	16	$	1	$	15	$	120,689	$	446,222	$	—	$	(332,656)	$	234,287	$	177,960	$	2,678	$	414,925

See accompanying notes.

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The RMR Group Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)


	Six Months Ended March 31,
	2026		2025
Cash Flows from Operating Activities:
Net income	$	28,897	$	21,802
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,135		4,804
Amortization of interest rate caps	318		—
Straight line office rent	42		(263)
Amortization expense related to other assets	4,708		4,708
Reversal of credit losses	(455)		(153)
Provision for deferred income taxes	749		1,133
Gain on sale of real estate	—		(445)
Change in fair value of Earnout liability	(3,639)		(4,680)
Operating expenses paid in The RMR Group Inc. common shares	1,896		1,907
Distributions from investments	1,760		1,196
Loss on investments	3,959		1,780
Loss on extinguishment of debt	452		—
Changes in assets and liabilities:
Due from related parties	(6,348)		40,847
Prepaid and other current assets	(490)		(6,892)
Reimbursable accounts payable and accrued expenses	8,220		(37,292)
Accounts payable and accrued expenses	10,365		9,542
Net cash provided by operating activities	59,569		37,994

Cash Flows from Investing Activities:



Proceeds from sale of loan investments	61,733		—
Additional funding of loan investments	—		(1,400)
Purchase of property and equipment	(3,774)		(2,131)

Investment in residential fund	(990)		(768)
Investment in joint ventures	—		(11,031)
Investment in Seven Hills Realty Trust	(24,824)		—
Proceeds from sale of property	—		4,198
Net cash provided by (used in) investing activities	32,145		(11,132)

Cash Flows from Financing Activities:

Repayments of secured financing facility	(45,070)		—
Proceeds from mortgage notes payable	57		—
Payment of deferred financing fees	—		(138)
Distributions to noncontrolling interests	(13,598)		(15,538)
Distributions to common shareholders	(15,354)		(15,161)
Capital contributions from noncontrolling interests	139		—
Member distributions upon sale of 260 Woodstock	—		(409)
Repurchase of common shares	(81)		(29)

Net cash used in financing activities	(73,907)		(31,275)

Increase (decrease) in cash and cash equivalents	17,807		(4,413)
Cash and cash equivalents at beginning of period	62,297		141,599
Cash and cash equivalents at end of period	$	80,104	$	137,186

Supplemental Disclosures:
Income taxes paid	$	2,429	$	3,813
Interest paid	$	4,588	$	2,962

Non-cash investing and financing activities:
Recognition of right of use assets and related lease liabilities	$	452	$	1,352




Property and equipment accrued, not paid	$	93	$	—

See accompanying notes.

Table of Contents

The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Note 1. Organization

The RMR Group Inc., or RMR Inc., is a holding company and substantially all of its business is conducted by its majority owned subsidiary, The RMR Group LLC, or RMR LLC. RMR Inc. is a Maryland corporation and RMR LLC is a Maryland limited liability company. RMR Inc. serves as the sole managing member of RMR LLC and, in that capacity, operates and controls the business and affairs of RMR LLC. In these condensed consolidated financial statements, unless otherwise indicated, “we”, “us” and “our” refer to RMR Inc. and its direct and indirect subsidiaries, including RMR LLC.

As of March 31, 2026, RMR Inc. owned 16,093,798 class A membership units of RMR LLC, or Class A Units, and 1,000,000 class B membership units of RMR LLC, or Class B Units. The aggregate RMR LLC membership units RMR Inc. owns represented 53.3% of the economic interest of RMR LLC as of March 31, 2026. We refer to economic interest as the right of a holder of a Class A Unit or Class B Unit to share in distributions made by RMR LLC and, upon liquidation, dissolution or winding up of RMR LLC, to share in the assets of RMR LLC after payments to creditors. A wholly owned subsidiary of ABP Trust, a Maryland statutory trust, owns 15,000,000 redeemable Class A Units, representing 46.7% of the economic interest of RMR LLC as of March 31, 2026, which is presented as noncontrolling interest in The RMR Group LLC within the condensed consolidated financial statements. Adam Portnoy, Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee, an officer and the controlling shareholder of our controlling shareholder, ABP Trust, and owns all of ABP Trust’s voting securities.

RMR LLC provides management services to four publicly traded equity real estate investment trusts, or REITs: Diversified Healthcare Trust, or DHC, which owns senior living communities, medical office and life science properties and other healthcare related properties; Industrial Logistics Properties Trust, or ILPT, which owns and leases industrial and logistics properties; Office Properties Income Trust, or OPI, which owns and leases office properties primarily to single tenants and those with high credit quality characteristics; and Service Properties Trust, or SVC, which owns a diverse portfolio of service-focused retail net lease properties and hotels. DHC, ILPT, OPI and SVC are collectively referred to as the Managed Equity REITs.

RMR LLC’s wholly owned subsidiary, Tremont Realty Capital LLC, or Tremont, an investment adviser registered with the Securities and Exchange Commission, or SEC, provides advisory services for Seven Hills Realty Trust, or SEVN. SEVN is a publicly traded mortgage REIT that focuses on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate.

RMR LLC provides management services to Sonesta International Hotels Corporation, or Sonesta, a privately owned franchisor and operator of hotels, resorts and cruise ships in the United States, Canada, Latin America, the Caribbean and the Middle East, and 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 were owned by DHC. In September 2025, AlerisLife announced that it had entered into agreements to transition the management of its senior living communities to third party operators and in January 2026 completed the sale of all of its assets. AlerisLife will continue to wind down its business and operations. RMR LLC will continue to provide management services through the wind down period.

RMR LLC provides management services through certain of its subsidiaries to multiple private funds, joint ventures and the underlying residential real estate assets of the funds, as well as property management services to third party owners. The residential real estate we manage through these subsidiaries are presented as RMR Residential in these condensed consolidated financial statements.

In addition, RMR LLC provides management services to other private capital vehicles, including ABP Trust and other private entities that own commercial real estate, of which certain of our Managed Equity REITs may own minority equity interests. These other private clients, along with Sonesta, AlerisLife and clients of RMR Residential are collectively referred to as the Private Capital clients.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Note 2. Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, or our 2025 Annual Report. In the opinion of management, all adjustments considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

Preparation of these condensed consolidated financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that may affect the amounts reported in these condensed consolidated financial statements and related notes. Significant estimates in the accompanying condensed consolidated financial statements include the revenue recognized during the reporting periods, the estimation of fair values of certain assets and liabilities and purchase price allocations. The actual results could differ from these estimates.

Recent Accounting Pronouncements

Income Taxes. On December 14, 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to enhance their annual income tax disclosures by requiring i) consistent categories and greater disaggregation of information in the rate reconciliation and ii) income taxes paid disaggregated by jurisdiction. The implementation of this ASU will not have a material impact on our consolidated financial statements and we will apply the requirements of ASU 2023-09 for our fiscal year ending September 30, 2026.

Comprehensive Income. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization. These details must be presented in a tabular format in the notes to financial statements for both interim and annual reporting periods. ASU 2024-03 is required to be applied prospectively but may be applied retrospectively, and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements.

Internal Use Software. In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which requires companies to start capitalizing eligible software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU 2025-06 will have on our consolidated financial statements.

Derivatives and Hedging. In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), which clarifies the application of derivative accounting to certain contracts and updates the guidance for share based noncash consideration received from a customer in exchange for goods and services. Specifically, this ASU stipulates that entities should apply the guidance in Topic 606 to contracts with share based noncash consideration from a customer unless and until the entity’s right to receive or retain the share based noncash consideration is unconditional. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU 2025-07 will have on our consolidated financial statements.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Derivatives and Hedging. In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), which expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge, provides a model to facilitate the application of cash flow hedge accounting to forecasted interest payments on variable rate debt instruments and expands hedge accounting for forecasted purchases and sales of nonfinancial assets, among other improvements. ASU 2025-09 is effective for the annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU 2025-09 will have on our consolidated financial statements.

Note 3. Related Person Transactions

Adam Portnoy, Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee, an officer and the controlling shareholder of our controlling shareholder, ABP Trust, and owns all of ABP Trust’s voting securities. Certain of RMR Inc.’s executive officers serve as trustees or directors of certain companies to which we provide management services. Jeffrey C. Leer, an Executive Vice President of RMR LLC, became a co-chief executive officer of Sonesta effective April 1, 2026. For more information regarding these relationships, please see our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders.

The Managed Equity REITs and SEVN have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs pursuant to management agreements with them. All 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 and 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.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Revenues from Related Parties

For the three months ended March 31, 2026 and 2025, we recognized revenues from related parties as set forth in the following table:


	Three Months Ended March 31, 2026						Three Months Ended March 31, 2025
	Total						Total
	Management,						Management,
	Incentive						Incentive
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	5,780	$	21,640	$	27,420	$	5,432	$	22,797	$	28,229
ILPT	9,267		9,753		19,020		9,058		8,429		17,487
OPI	5,694		35,470		41,164		5,861		38,193		44,054
SVC	9,231		5,382		14,613		9,805		24,476		34,281
Total Managed Equity REITs	29,972		72,245		102,217		30,156		93,895		124,051
SEVN	1,367		1,226		2,593		1,144		1,320		2,464
	31,339		73,471		104,810		31,300		95,215		126,515
Private Capital:

Sonesta	1,485		—		1,485		2,021		—		2,021
RMR Residential	3,579		4,797		8,376		5,259		6,052		11,311
Other private entities	5,629		20,229		25,858		6,925		17,825		24,750
	10,693		25,026		35,719		14,205		23,877		38,082
Total revenues from related parties	42,032		98,497		140,529		45,505		119,092		164,597
Income from loan investments, net	—		—		—		—		—		646
Rental property revenues	—		—		5,100		—		—		1,425
Total revenues from unrelated parties	—		—		5,100		—		—		2,071
Total revenues	$	42,032	$	98,497	$	145,629	$	45,505	$	119,092	$	166,668

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

For the six months ended March 31, 2026 and 2025, we recognized revenues from related parties as set forth in the following table:


	Six Months Ended March 31, 2026						Six Months Ended March 31, 2025
	Total						Total
	Management,						Management,
	Incentive						Incentive
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	29,547	$	42,763	$	72,310	$	12,026	$	65,294	$	77,320
ILPT	24,350		18,629		42,979		18,368		18,622		36,990
OPI	11,270		68,225		79,495		12,407		81,299		93,706
SVC	19,143		31,223		50,366		19,911		73,946		93,857
Total Managed Equity REITs	84,310		160,840		245,150		62,712		239,161		301,873
SEVN	2,611		2,451		5,062		2,374		2,799		5,173
	86,921		163,291		250,212		65,086		241,960		307,046
Private Capital:

Sonesta	3,588		—		3,588		4,245		—		4,245
RMR Residential	6,930		9,631		16,561		10,424		13,389		23,813
Other private entities	11,304		33,737		45,041		13,142		33,659		46,801
	21,822		43,368		65,190		27,811		47,048		74,859
Total revenues from related parties	108,743		206,659		315,402		92,897		289,008		381,905
Income from loan investments, net	—		—		411		—		—		1,192
Rental property revenues	—		—		10,240		—		—		3,047
Total revenues from unrelated parties	—		—		10,651		—		—		4,239
Total revenues	$	108,743	$	206,659	$	326,053	$	92,897	$	289,008	$	386,144

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Amounts Due from Related Parties

The following table presents amounts due from related parties as of the dates indicated:


	March 31, 2026						September 30, 2025
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Perpetual Capital:
DHC	$	4,678	$	11,163	$	15,841	$	4,806	$	13,780	$	18,586
ILPT	4,164		7,367		11,531		4,011		8,922		12,933
OPI	6,022		25,669		31,691		4,031		15,819		19,850
SVC	4,992		7,166		12,158		6,831		9,943		16,774
Total Managed Equity REITs	19,856		51,365		71,221		19,679		48,464		68,143
SEVN	1,343		2,282		3,625		1,513		3,272		4,785
	21,199		53,647		74,846		21,192		51,736		72,928
Private Capital:

RMR Residential	6,073		—		6,073		6,117		—		6,117
Sonesta	—		—		—		51		—		51
Other private entities	1,401		10,439		11,840		3,365		7,616		10,981
	7,474		10,439		17,913		9,533		7,616		17,149
	$	28,673	$	64,086	$	92,759	$	30,725	$	59,352	$	90,077

Leases

As of March 31, 2026, RMR LLC leased office space for use as our headquarters and local offices from ABP Trust and certain of our Managed Equity REITs. We incurred rental expense under related party leases aggregating $1,346 and $1,334 for the three months ended March 31, 2026 and 2025, respectively, and $2,725 and $2,732 for the six months ended March 31, 2026 and 2025, respectively.

Tax-Related Payments

Pursuant to our tax receivable agreement with ABP Trust, RMR Inc. pays to ABP Trust 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by RMR Inc. as a result of the tax receivable agreement. As of March 31, 2026, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $18,478, including $2,552 classified as a current liability in accounts payable and accrued expenses that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2026.

Pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units based on each membership unit holder’s respective ownership percentage at the time of distribution as follows:


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Tax distributions to RMR Inc.	$	2,267	$	3,374	$	4,535	$	6,741
Tax distributions to ABP Trust	1,999		3,052		3,998		5,938
	$	4,266	$	6,426	$	8,533	$	12,679

The amounts distributed to us were eliminated in our condensed consolidated financial statements, and the amounts distributed to ABP Trust reduced its noncontrolling interest. We use funds from these distributions to pay certain of our U.S. federal and state income tax liabilities and to pay part of our obligations under the tax receivable agreement.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Separation Arrangements

We may enter into retirement agreements with certain of our former executive officers. Pursuant to these agreements, we make various cash payments and accelerate the vesting of unvested shares of RMR Inc. previously awarded to these retiring officers. We may also enter into separation arrangements from time to time with executive and non-executive officers and employees of ours. Certain costs associated with separation arrangements, for which there remain no substantive performance obligations, are recognized in our condensed consolidated statements of comprehensive income as separation costs.

For the three months ended March 31, 2026 and 2025, we recognized separation costs for certain officers and employees of $1,293 and $3,455, respectively, including cash separation costs of $1,269 and $3,178, respectively, and equity based separation costs of $24 and $277, respectively. For the six months ended March 31, 2026 and 2025, we recognized separation costs for certain officers and employees of $2,672 and $3,455, respectively, including cash separation costs of $2,619 and $3,178, respectively, and equity based separation costs of $53 and $277, respectively.

Purchase of SVC Common Shares

In connection with an underwritten public offering of SVC common shares of beneficial interest, $.01 par value per share, or SVC Common Shares, by SVC pursuant to an underwriting agreement, dated as of March 31, 2026, between SVC and Yorkville Securities, LLC, as representative of the underwriters named therein, or the SVC Offering, we, through RMR LLC, purchased, in April 2026, 41,666,666 SVC Common Shares from the underwriters at a price equal to the public offering price of $1.20 per share, for an aggregate purchase price of approximately $50,000. In connection with the SVC Offering, RMR LLC entered into a lock-up agreement with the underwriters, pursuant to which RMR LLC has agreed, without the prior written consent of Yorkville Securities, LLC and subject to certain exceptions, not to sell, transfer or otherwise dispose of any of SVC Common Shares for a period of 90 days after March 31, 2026, the date of the underwriting agreement. As of April 2, 2026, RMR LLC beneficially owned approximately 6.4% of the outstanding SVC Common Shares and Adam Portnoy, including through ABP Trust, beneficially owned approximately 6.8% of the outstanding SVC Common Shares.

Note 4. Revenue Recognition

Revenues from services we provide are recognized as earned over time as the services provided represent performance obligations that are satisfied over time. Substantially all revenues are earned from related parties.

Management Agreements

We are party to a business management and a property management agreement with each Managed Equity REIT. We also may earn annual incentive business management fees from the Managed Equity REITs under the business management agreements. We earn management fees from the Private Capital clients pursuant to management agreements with ABP Trust regarding AlerisLife and Sonesta and from certain other Private Capital clients, as prescribed in the applicable management agreements. Tremont is primarily compensated pursuant to its management agreement with SEVN and may also earn an incentive fee under that agreement.

The following table summarizes the fees we earned pursuant to our management agreements with the Managed Equity REITs and SEVN:


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Base business management revenues	$	19,341	$	19,578	$	39,323	$	39,977
Property management revenues	9,874		9,318		19,072		18,316
Construction supervision revenues	775		1,281		2,375		4,461
Incentive business management revenues	—		19		23,625		87
Advisory services revenues	1,349		1,104		2,526		2,245
	$	31,339	$	31,300	$	86,921	$	65,086

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

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.

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


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Base business management revenues	$	4,564	$	6,579	$	10,103	$	13,386
Property management revenues	5,533		7,112		10,493		13,262
Construction supervision revenues	596		514		1,226		1,163
	$	10,693	$	14,205	$	21,822	$	27,811

Reimbursable Costs — We determined we control the services provided by third parties for certain of our clients and therefore account for the cost of these services and the related reimbursement revenue on a gross basis. These revenues include reimbursements for the cost of services our employees provide pursuant to our property management agreements, awards of common shares by our clients directly to certain of our officers and employees and certain other reimbursable expenses.

Other Revenues

We may also enter into arrangements or agreements that earn certain other revenues, such as acquisition fees and carried interest revenues.

Acquisition fee revenues are recognized in management services in our condensed consolidated statements of comprehensive income and we recognized $664 for the three and six months ended March 31, 2025. We did not recognize any acquisition fee revenue for the three or six months ended March 31, 2026.

We did not recognize any carried interest revenues for the three or six months ended March 31, 2026 and 2025.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Note 5. Loans Held for Investment, Net

In July 2024, we originated two floating rate mortgage loans secured by properties in Revere, MA and Wayne, PA. In November 2025, we sold these loans to SEVN for $61,733, excluding closing costs, and used $45,070 to settle our outstanding obligations under our secured financing facility. For further information regarding the secured financing facility, see Note 6, Indebtedness.

The table below provides overall statistics for our loan portfolio as of September 30, 2025. There were no loans outstanding at March 31, 2026.


	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.

Note 6. Indebtedness

Mortgage Notes Payable, Net

As of March 31, 2026, three of our residential properties were encumbered by mortgage notes with an aggregate principal amount of $139,757. These mortgage loans require monthly payments of interest only until maturity. Deferred financing fees incurred in connection with these mortgage financings are amortized over the term of the respective mortgage agreement and are recognized as a component of interest expense in our condensed consolidated statements of comprehensive income. For further information regarding the interest rate caps on certain of our mortgage notes, see Note 7, Derivatives and Hedging Activities, and Note 10, Fair Value of Financial Instruments.

Senior Secured Revolving Credit Facility

We maintain a $100,000 senior secured revolving credit facility, or our revolving credit facility, governed by a credit agreement, or our credit agreement. Our revolving credit facility is secured by certain of our assets and existing management agreements and provides us with enhanced financial flexibility as we continue to invest in our private capital initiatives and position ourselves to capitalize on long term growth opportunities. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayments on borrowings under our credit agreement are due until maturity. The maturity date of our credit agreement is January 22, 2028 and, subject to the payment of an extension fee and meeting certain other requirements, we can extend the maturity date of our revolving credit facility by one year. Interest is payable on borrowings under our credit agreement at a rate of the Secured Overnight Financing Rate, or SOFR, plus a margin of 225 basis points. We are also required to pay a fee of 50 basis points per annum on the amount of unused lending commitments. Our credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios and restrict our ability to incur additional debt in excess of calculated amounts. Availability of borrowings under our credit agreement is subject to our satisfying certain financial covenants and other credit facility conditions. As of March 31, 2026 and May 1, 2026, we had $0 and $25,000, respectively, outstanding on our revolving credit facility.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

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.

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 Date	Collateral Principal Balance






Revere, MA (Hotel)	$	26,612	$	26,326	7.05	%	0.75	7/1/2026	$	37,000
Wayne, PA (Industrial)	18,458		18,260		7.00	%	1.80	7/18/2027	24,733
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 was determined using 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.

In November 2025, we settled our outstanding obligations under our secured financing facility of $45,070, excluding accrued interest. We terminated our secured financing facility and recognized a loss on extinguishment of debt of $452 during the six months ended March 31, 2026.

Note 7. Derivatives and Hedging Activities

For certain of our mortgage loan agreements, we have interest rate cap agreements to manage our interest rate risk exposure. The only risk currently managed by us using derivative instruments is our interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we or our related parties may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations.

Our interest rate cap agreements are designated as cash flow hedges of interest rate risk and are measured on a recurring basis at fair value. See Note 10, 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 Instrument	Maturity Date	Strike Rate	Notional Amount		March 31, 2026		September 30, 2025
Raleigh, NC mortgage loan	8/15/2028	3.00%	$	47,870	$	852	$	760
Orlando, FL mortgage loan	10/1/2028	3.00%	$	59,984	1,124		998
					$	1,976	$	1,758

Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract for an upfront premium. For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recognized in cumulative other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedge transaction affects earnings. Gains and losses on the derivative representing the hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. The earnings recognition of excluded components is presented in interest expense. Amounts reported in cumulative other comprehensive income related to derivatives will be reclassified to interest expense as payments are made on our applicable debt. Over the next 12 months, we estimate that an additional $48 will be reclassified from other comprehensive income as a decrease to interest expense.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

The following table summarizes the activity related to our cash flow hedges within cumulative other comprehensive income for the three and six months ended March 31, 2026. There was no activity related to our cash flow hedges within other comprehensive income for the three and six months ended March 31, 2025 as these mortgages were entered into in the fourth fiscal quarter of 2025:


	Three Months Ended March 31, 2026		Six Months Ended March 31, 2026
Amount of gain recognized on derivatives in other comprehensive income	$	715	$	676
Amount of gain reclassified from cumulative other comprehensive income (loss) into interest expense	$	27	$	139
Total amount of interest expense presented in the consolidated statements of comprehensive income	$	(2,611)	$	(5,258)

Note 8. Investments

Seven Hills Realty Trust

In November 2025, SEVN commenced a transferable rights offering to raise gross proceeds of approximately $65,200 whereby shareholders of record of its common shares of beneficial interest, or SEVN common shares, received, at no charge, one transferable subscription right for every one SEVN common share held, pursuant to which such shareholders could purchase, at a specified subscription price, one SEVN common share for every two subscription rights held. We, through Tremont, participated in the rights offering by (i) exercising our pro rata subscription rights based on our existing ownership in SEVN by purchasing 854,029 shares for $7,387 and (ii) purchasing 2,015,748 additional SEVN common shares not otherwise sold in the rights offering for $17,436, subject to the terms and conditions of a backstop agreement.

As of March 31, 2026, 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 March 31, 2026 and September 30, 2025, based on quoted market prices, was $37,630 and $17,610, respectively. The unrealized loss in our condensed consolidated statements of comprehensive income related to our investment in SEVN was $1,831 and $409 for the three months ended March 31, 2026 and 2025, respectively, and $3,044 and $990 for the six months ended March 31, 2026 and 2025, respectively. We received distributions from SEVN of $1,282 and $598 for the three months ended March 31, 2026 and 2025 and $1,760 and $1,196 for the six months ended March 31, 2026 and 2025.

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

As of March 31, 2026, we owned a 14.3% investment in Carroll MF VII, LLC, or MF VII, a co-investment vehicle managed by RMR Residential. We consolidated the financial position and results of operations for MF VII for the three and six months ended March 31, 2026 and 2025 because we are deemed to exert significant influence and control over MF VII’s most significant activities. In March 2026, we funded a capital call of $851 to MF VII and certain of our employees made capital contributions to MF VII of $139. These contributions fully offset an outstanding contributions receivable to MF VII of $714.

As of March 31, 2026 and September 30, 2025, MF VII owned a $2,517 and $3,156, respectively, 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 $467 and $300 for the three months ended March 31, 2026 and 2025, respectively, and $915 and $790 for the six months ended March 31, 2026 and 2025, respectively.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Joint Ventures

We own equity interests in two joint ventures: (i) a 225-unit residential community in Pompano Beach, FL, or the Pompano JV, and (ii) a 400-unit residential community in Sunrise, FL, or the Sunrise JV, which were acquired for an aggregate purchase price of $190,100. As general partner of both joint ventures, we made aggregate equity contributions of $11,151 with institutional investors funding the remaining equity. We are entitled to construction supervision and property management fees pursuant to management agreements with these joint ventures and are also entitled to a carried interest if we meet certain investment returns. We account for our investments in the Pompano JV and Sunrise JV using the equity method of accounting because we are deemed to exert significant influence, but not control, over these joint ventures’ most significant activities. We elected the fair value option to account for our investments and determined their fair values using unobservable Level 3 inputs. There was no change in the fair value of our investments in the Pompano JV and Sunrise JV for the three and six months ended March 31, 2026 and 2025.

In April 2026, we closed a joint venture acquisition of a 406-unit residential portfolio in Greenwich, CT for a purchase price of approximately $350,000. As a co-general partner, we acquired a 5% interest, or an equity contribution of $6,418, with an institutional investor and a co-general partner funding the remaining equity. In conjunction with this transaction, we are entitled to an acquisition fee, as well as ongoing asset management, construction management and property management fees. We are also entitled to a carried interest if we meet certain investment returns.

For further information regarding the fair value of these investments and the inputs used, see Note 10, Fair Value of Financial Instruments. For further information regarding our investment in SVC in April 2026, see Note 3, Related Person Transactions.

Note 9. Income Taxes

We are the sole managing member of RMR LLC. We are a corporation subject to U.S. federal and state income tax with respect to our allocable share of any taxable income of RMR LLC and its tax consolidated subsidiaries. RMR LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, RMR LLC is generally not subject to U.S. federal and most state income taxes. Any taxable income or loss generated by RMR LLC is passed through to and included in the taxable income or loss of its members, including RMR Inc. and ABP Trust, based on each member’s respective ownership percentage. During the three and six months ended March 31, 2026 and 2025, all of our income before taxes was derived solely from domestic operations.

For the three months ended March 31, 2026 and 2025, we recognized estimated income tax expense of $589 and $1,378, respectively, which includes $437 and $986, respectively, of U.S. federal income tax and $152 and $392, respectively, of state income taxes. For the six months ended March 31, 2026 and 2025, we recognized estimated income tax expense of $5,250 and $3,854, respectively, which includes $3,867 and $2,798, respectively, of U.S. federal income tax and $1,383 and $1,056, respectively, of state income taxes.

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


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Income taxes computed at the federal statutory rate	21.0	%	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	1.6	%	3.2	%	2.9	%	3.0	%
Permanent items	6.8	%	0.7	%	1.0	%	0.7	%
Uncertain tax position reserve, net of federal benefit	1.2	%	0.3	%	0.2	%	0.2	%
Net income attributable to noncontrolling interest	(8.4)	%	(10.0)	%	(9.7)	%	(9.9)	%
Total	22.2	%	15.2	%	15.4	%	15.0	%

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

The components of the deferred tax assets as of March 31, 2026 and 2025 are entirely comprised of the outside basis difference in our partnership interest in RMR LLC.

ASC 740, Income Taxes, provides a model for how a company should recognize, measure and present in its financial statements uncertain tax positions that have been taken or are expected to be taken with respect to all open years and in all significant jurisdictions. Pursuant to this topic, we recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50.0% likely to be realized upon settlement.

We continue to be subject to federal, state, and local income tax audit examinations for open periods, which can lead to adjustments to our provision for income taxes, the resolution of which may be highly uncertain. We have accrued an uncertain tax position reserve related to an ongoing examination with a state jurisdiction for the fiscal years ending September 30, 2019 and thereafter, 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 10. Fair Value of Financial Instruments

We determine the estimated fair value of financial assets and liabilities using the three-tier fair value hierarchy established by GAAP, which prioritizes observable inputs in active markets when measuring fair value. The three levels of inputs that may be used to measure fair value in order of priority are as follows:

Level 1 — Inputs include quoted prices in active markets for identical assets or liabilities that we have the ability to access.

Level 2 — Inputs include quoted prices in markets that are less active or inactive or for which all significant inputs are observable, either directly or indirectly.

Level 3 — Inputs include unobservable prices and are supported by little or no market activity and are significant to the overall fair value measurement.

As of March 31, 2026 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, until its termination in November 2025, outstanding principal balances under our secured financing facility using significant unobservable inputs (Level 3), including discounted cash flow analyses and prevailing market interest rates.

The table below provides information regarding these financial instruments not carried at fair value in our condensed consolidated balance sheets as of March 31, 2026 and September 30, 2025:


	As of March 31, 2026				As of September 30, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value
Loans held for investment	$	—	$	—	$	60,984	$	61,989
Secured financing facility (1)	$	—	$	—	$	44,586	$	45,471
Mortgage notes payable (2)	$	136,790	$	137,548	$	136,168	$	137,076

(1)This facility was terminated in November 2025.

(2)Includes two floating rate mortgage notes with an aggregate carrying value of $91,221 that carry interest at a rate of SOFR plus a premium. The carrying values of these floating rate mortgage notes approximate their fair values.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices.

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


	March 31, 2026
	Total		Level 1		Level 2		Level 3
Due from related parties related to equity based payment awards	$	12,313	$	12,313	$	—	$	—
Investment in SEVN	$	37,630	$	37,630	$	—	$	—
Investment in Fund VII	$	2,517	$	—	$	—	$	2,517
Investment in joint ventures	$	11,151	$	—	$	—	$	11,151


Employer compensation liability related to equity based payment awards	$	12,313	$	12,313	$	—	$	—
Interest rate caps	$	1,976	$	—	$	1,976	$	—


	September 30, 2025
	Total		Level 1		Level 2		Level 3
Due from related parties related to equity based payment awards	$	15,797	$	15,797	$	—	$	—
Investment in SEVN	$	17,610	$	17,610	$	—	$	—
Investment in Fund VII	$	3,156	$	—	$	—	$	3,156
Investment in joint ventures	$	11,134	$	—	$	—	$	11,134


Employer compensation liability related to equity based payment awards	$	15,797	$	15,797	$	—	$	—
Interest rate caps	$	1,758	$	—	$	1,758	$	—
Earnout liability	$	3,639	$	—	$	—	$	3,639

The fair values of our interest rate caps are based on prevailing market prices in secondary markets for similar derivative contracts as of the measurement date.

The following tables present additional information about the valuation techniques and significant unobservable inputs for financial assets and liabilities that are measured at fair value and categorized within Level 3:

March 31, 2026

Fair Value

Valuation Technique

Unobservable Input

Range

Investment in Fund VII

2,517

Discounted cash flow

Discount rates

6.50% - 7.00%

Exit capitalization rates

5.00% - 5.50%

Holding period

10 years

Investment in joint ventures

11,151

Discounted cash flow

Discount rate

7.00%

Exit capitalization rates

5.25% - 5.50%

Holding period

10 years

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 period

3 years

Earnout liability

3,639

Monte Carlo

Capital deployment volatility

15.00%

Discount rate

5.84%

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

The tables below present a summary of the changes in fair value of our investment in Fund VII and Earnout liability measured on a recurring basis:


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Beginning balance	$	2,708	$	4,113	$	3,156	$	—
Contributions, net of receivable	276		—		276		—
Changes in fair value for our investment in Fund VII	(467)		(300)		(915)		3,813
Ending balance	$	2,517	$	3,813	$	2,517	$	3,813


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Beginning balance	$	—	$	8,548	$	3,639	$	11,958
Changes in fair value for our Earnout liability	—		(1,270)		(3,639)		(4,680)
Ending balance	$	—	$	7,278	$	—	$	7,278

Note 11. Shareholders’ Equity

On March 26, 2026, we awarded 6,426 of our Class A Common Shares, valued at $15.56 per share, the closing price of our Class A Common Shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, to each of our six Directors as part of his or her annual compensation for serving as a Director. For the three and six months ended March 31, 2026, we recognized general and administrative expense of $600 for these awards.

Equity based compensation expense related to shares awarded to certain officers and employees was $623 and $474 for the three months ended March 31, 2026 and 2025, respectively, and $1,243 and $1,030 for the six months ended March 31, 2026 and 2025.

The aggregate value of 2,935 and 1,377 Class A Common Shares repurchased during the three months ended March 31, 2026 and 2025 was $46 and $23, respectively. The aggregate value of 5,263 and 1,671 Class A Common Shares repurchased during the six months ended March 31, 2026 and 2025 was $81 and $29, respectively. We recognize the repurchase of Class A Common Shares as a decrease to additional paid in capital included in shareholders’ equity in our condensed consolidated balance sheets.

Distributions

During the six months ended March 31, 2026 and 2025, we declared and paid dividends on our Class A Common Shares and Class B-1 common stock, or Class B-1 Common Shares, as follows:


Declaration	Record	Paid	Distributions		Total
Date	Date	Date	Per Common Share		Distributions
Six Months Ended March 31, 2026
10/9/2025	10/27/2025	11/13/2025	$	0.45	$	7,678
1/15/2026	1/26/2026	2/19/2026	0.45		7,676

			$	0.90	$	15,354
Six Months Ended March 31, 2025
10/16/2024	10/28/2024	11/14/2024	$	0.45	$	7,581
1/16/2025	1/27/2025	2/20/2025	0.45		7,580

			$	0.90	$	15,161

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

These dividends were funded by cash accumulated at RMR Inc. and by distributions from RMR LLC to holders of its membership units as follows:


			Distributions Per		Total		RMR LLC		RMR LLC
Declaration	Record	Paid	RMR LLC		RMR LLC		Distributions		Distributions
Date	Date	Date	Membership Unit		Distributions		to RMR Inc.		to ABP Trust
Six Months Ended March 31, 2026
10/9/2025	10/27/2025	11/13/2025	$	0.32	$	10,260	$	5,460	$	4,800
1/15/2026	1/26/2026	2/19/2026	0.32		10,259		5,459		4,800

			$	0.64	$	20,519	$	10,919	$	9,600
Six Months Ended March 31, 2025
10/16/2024	10/28/2024	11/14/2024	$	0.32	$	10,191	$	5,391	$	4,800
1/16/2025	1/27/2025	2/20/2025	0.32		10,190		5,390		4,800

			$	0.64	$	20,381	$	10,781	$	9,600

As of March 31, 2026 and September 30, 2025, we had cash and cash equivalents of $80,104 and $62,297, respectively, of which $17,380 and $19,478, respectively, was held by RMR Inc., and $62,724 and $42,819, respectively, was held by RMR LLC and its subsidiaries.

On April 9, 2026, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of April 21, 2026, in the amount of $0.45 per Class A Common Share and Class B-1 Common Share, or $7,692. This dividend will be partially funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.32 per unit, or $10,270, of which $5,470 will be distributed to us based on our aggregate ownership of 17,093,798 membership units of RMR LLC and $4,800 will be distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. The remainder of this dividend will be funded with cash held by RMR Inc. We expect to pay this dividend on or about May 14, 2026.

Note 12. Per Common Share Amounts

We calculate basic earnings per share using the two-class method. Unvested Class A Common Shares awarded to our employees are deemed participating securities for purposes of calculating basic earnings per common share because they have dividend rights. Under the two-class method, we allocate earnings proportionately to vested Class A Common Shares and Class B-1 Common Shares outstanding and unvested Class A Common Shares outstanding for the period. Accordingly, earnings attributable to unvested Class A Common Shares are excluded from basic earnings per share under the two-class method. Our Class B-2 common stock of RMR Inc., or Class B-2 Common Shares, which are paired with ABP Trust’s Class A Units, have no independent economic interest in RMR Inc. and thus are not included as common shares outstanding for purposes of calculating basic earnings per common share.

Diluted earnings per share is calculated using the treasury stock method for unvested Class A Common Shares and the if-converted method for Class B-2 Common Shares. The 15,000,000 Class A Units that we do not own may be redeemed for our Class A Common Shares on a one-for-one basis, or upon such redemption, we may elect to pay cash instead of issuing Class A Common Shares. Upon redemption of a Class A Unit, the Class B-2 Common Share “paired” with such unit is canceled for no additional consideration and the related noncontrolling interest is eliminated, which may be dilutive. For the three months ended March 31, 2026 and 2025 and the six months ended March 31, 2026, the assumed redemption is anti-dilutive to earnings per share. For the six months ended March 31, 2025, the assumed redemption is dilutive to earnings per share.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

The calculation of basic and diluted earnings per share for the three and six months ended March 31, 2026 and 2025, is as follows (amounts in thousands, except per share amounts):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Numerators:
Net income attributable to The RMR Group Inc.	$	1,007	$	3,616	$	13,197	$	9,996
Less: income attributable to unvested participating securities	(140)		(104)		(284)		(209)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	867		3,512		12,913		9,787
Effect of dilutive securities:
Add back: income attributable to unvested participating securities	—		—		—		209
Add back: net income attributable to noncontrolling interest in The RMR Group LLC (1)	—		—		—		12,059
Add back: income tax expense	—		—		—		3,854
Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (2)	—		—		—		(7,477)
Net income used in calculating diluted EPS	$	867	$	3,512	$	12,913	$	18,432

Denominators:
Common shares outstanding	17,094		16,879		17,094		16,879
Less: unvested participating securities and incremental impact of weighted average	(344)		(263)		(347)		(265)
Weighted average common shares outstanding - basic	16,750		16,616		16,747		16,614
Effect of dilutive securities:
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares	—		—		—		15,000
Add: incremental unvested shares	—		—		—		3
Weighted average common shares outstanding - diluted	16,750		16,616		16,747		31,617

Net income attributable to The RMR Group Inc. per common share - basic	$	0.05	$	0.21	$	0.77	$	0.59
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.05	$	0.21	$	0.77	$	0.58

(1)Net loss attributable to other noncontrolling interests is not adjusted when calculating diluted earnings per share.

(2)Income tax expense assumes the hypothetical conversion of the noncontrolling interest in RMR LLC, which results in an estimated tax rate of 28.9% for the six months ended March 31, 2025.

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The RMR Group Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Note 13. Net Income Attributable to RMR Inc.

Net income attributable to RMR Inc. for the three and six months ended March 31, 2026 and 2025, is calculated as follows:


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Income before income tax expense	$	2,648	$	9,072	$	34,147	$	25,656
RMR Inc. franchise tax expense and interest income	(44)		(125)		(125)		(247)
Net income before noncontrolling interest	2,604		8,947		34,022		25,409
Net income attributable to noncontrolling interest in The RMR Group LLC	(1,454)		(4,337)		(16,488)		(12,059)
Net loss attributable to other noncontrolling interests	402		259		788		253
Net income attributable to RMR Inc. before income tax expense	1,552		4,869		18,322		13,603
Income tax expense attributable to RMR Inc.	(589)		(1,378)		(5,250)		(3,854)
RMR Inc. franchise tax expense and interest income	44		125		125		247
Net income attributable to RMR Inc.	$	1,007	$	3,616	$	13,197	$	9,996

Note 14. Segment Reporting

We manage our business on a consolidated basis and therefore have one reportable segment: real estate asset management. The chief operating decision maker, or CODM, is our President and Chief Executive Officer. The CODM assesses performance, allocates resources and makes strategic decisions based on net income attributable to the RMR Group Inc. and consolidated revenue and expense information as shown in our condensed consolidated statements of comprehensive income. The CODM is also regularly provided with information on revenue related to our management agreements with the Managed Equity REITs, SEVN and other clients, which are detailed in Note 3, Related Person Transactions. The CODM is not regularly provided with detailed expense information. The measure of segment assets is reported as total assets in our condensed consolidated balance sheets.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 2025 Annual Report.

OVERVIEW (dollars in thousands)

RMR Inc. is a holding company and substantially all of its business is conducted by RMR LLC. RMR Inc. has no employees, and the personnel and various services it requires to operate are provided by RMR LLC. RMR LLC manages a diverse portfolio of real estate and real estate related businesses.

Business Environment and Outlook

The continuation and growth of our business depends upon our ability to manage the Managed Equity REITs, SEVN and our private capital clients so as to maintain, grow and increase the value of their businesses and to successfully expand our business through the execution of new business ventures and additional investments. Our business and the businesses of our clients generally follow the business cycle of the U.S. real estate industry, but with certain property type and regional geographic variations. Typically, as the general U.S. economy expands, commercial real estate occupancies increase and new real estate development occurs; new development frequently leads to increased real estate supply and reduced occupancies; and then the cycle repeats. These general trends can be impacted by property type characteristics or regional factors; for example, demographic factors such as the aging U.S. population, the growth of e-commerce retail sales or net population migration across different geographic regions can slow, accelerate, overwhelm or otherwise impact general cyclical trends. Because of such multiple factors, we believe it is often possible to grow real estate based businesses in selected property types or geographic areas despite general national trends.

Despite some macroeconomic uncertainty, both we and our clients will continue to balance our pursuit of growth of our and our clients’ businesses by executing, on behalf of our clients, sensible capital recycling or business arrangement restructurings in an attempt to help our clients prudently manage leverage and increased operating costs. We also look to reposition their portfolios and businesses when circumstances warrant such changes or when other more desirable opportunities are identified.

We are also actively investing in our capital formation capabilities and continuously engaging with institutional investors seeking to deploy capital into North American commercial real estate.

Managed Equity REITs

The base business management fees we earn from the Managed Equity REITs are calculated monthly in accordance with the applicable business management agreement and are based on a percentage of the lower of (i) the average historical cost of each REIT’s properties and (ii) each REIT’s average market capitalization. The property management fees we earn from the Managed Equity REITs are principally based on a percentage of the gross rents collected at certain managed properties owned by the Managed Equity REITs, excluding rents or other revenues from hotels, senior living communities, travel centers and wellness centers, which are separately managed by Sonesta or a third party. Also, under the terms of the property management agreements, we receive construction supervision fees in connection with certain construction activities undertaken at the properties owned by the Managed Equity REITs based on a percentage of the cost of such construction. In connection with OPI’s 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 4, Revenue Recognition, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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The following table presents for each Managed Equity REIT a summary of its primary strategy and the lesser of the historical cost of its assets under management and its market capitalization as of March 31, 2026 and 2025, as applicable:


		Lesser of Historical Cost of Assets
		Under Management or
		Total Market Capitalization as of
		March 31,
REIT	Primary Strategy	2026		2025
DHC	Senior living communities, medical office and life science properties and other healthcare related properties	$	4,050,533	$	3,469,383
ILPT	Industrial and logistics properties	4,587,892		4,530,731
OPI	Office properties primarily leased to single tenants and those with high credit quality characteristics	2,508,302		2,468,647
SVC	Service-focused retail net lease properties and hotels	5,477,874		6,211,123
		$	16,624,601	$	16,679,884

A Managed Equity REIT’s historical cost of assets under management includes the real estate it owns and its consolidated assets invested directly or indirectly in equity interests in real estate (including acquisition related costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or other similar non-cash reserves. A Managed Equity REIT’s average market capitalization includes the average value of the Managed Equity REIT’s outstanding common equity value during the period, plus the daily weighted average of each of the aggregate liquidation preference of preferred shares, if any, and the principal amount of consolidated indebtedness during the period. The table above presents for each Managed Equity REIT, the lesser of the historical cost of its assets under management and its market capitalization as of the end of each period.

The basis on which our base business management fees is calculated for the three and six months ended March 31, 2026 and 2025 may differ from the basis at the end of the periods presented in the table above. As of March 31, 2026, the market capitalization was lower than the historical cost of assets under management for each of the Managed Equity REITs; the historical cost of assets under management for DHC, ILPT, OPI and SVC as of March 31, 2026, were $6,736,597, $5,709,492, $5,351,019 and $9,914,548, respectively.

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The fee revenues we earned from the Managed Equity REITs for the three and six months ended March 31, 2026 and 2025 are set forth below:


	Three Months Ended March 31, 2026
	Base		Property				Incentive
	Business		Management		Construction		Business
	Management		and Other		Supervision		Management
REIT	Revenues		Revenues		Revenues		Revenues		Total
DHC	$	4,400	$	1,054	$	326	$	—	$	5,780
ILPT	5,837		3,349		81		—		9,267
OPI	2,771		2,683		240		—		5,694
SVC	6,333		2,770		128		—		9,231
	$	19,341	$	9,856	$	775	$	—	$	29,972


	Three Months Ended March 31, 2025
	Base		Property				Incentive
	Business		Management		Construction		Business
	Management		and Other		Supervision		Management
REIT	Revenues		Revenues		Revenues		Revenues		Total
DHC	$	3,913	$	1,286	$	233	$	—	$	5,432
ILPT	5,760		3,257		41		—		9,058
OPI	2,843		2,668		350		—		5,861
SVC	7,062		2,086		657		—		9,805
	$	19,578	$	9,297	$	1,281	$	—	$	30,156


	Six Months Ended March 31, 2026
	Base		Property				Incentive
	Business		Management		Construction		Business
	Management		and Other		Supervision		Management
REIT	Revenues		Revenues		Revenues		Revenues		Total
DHC	$	8,770	$	2,271	$	601	$	17,905	$	29,547
ILPT	11,788		6,676		207		5,679		24,350
OPI	5,561		5,162		547		—		11,270
SVC	13,204		4,927		1,012		—		19,143
	$	39,323	$	19,036	$	2,367	$	23,584	$	84,310


	Six Months Ended March 31, 2025
	Base		Property				Incentive
	Business		Management		Construction		Business
	Management		and Other		Supervision		Management
REIT	Revenues		Revenues		Revenues		Revenues		Total
DHC	$	8,198	$	2,631	$	1,197	$	—	$	12,026
ILPT	11,678		6,479		211		—		18,368
OPI	5,830		5,575		1,002		—		12,407
SVC	14,271		3,594		2,046		—		19,911
	$	39,977	$	18,279	$	4,456	$	—	$	62,712

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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 were owned by DHC. In September 2025, AlerisLife announced that it had entered into agreements to transition the management of its senior living communities to third party operators and in January 2026 completed the sale of all of its assets. AlerisLife will continue to wind down its business and operations. RMR LLC will continue to provide management services through the wind down period. Generally, our fees earned from business management services to Sonesta and AlerisLife are based on a percentage of certain revenues.

In addition, we also provide management services to certain other Private Capital clients, including high-quality institutional investor relationships we maintain through RMR Residential, and earn fees based on a percentage of average invested capital, as defined in the applicable agreements, property management fees based on a percentage of rents collected from managed properties and construction supervision fees based on a percentage of the cost of construction activities. RMR Residential also provides us the potential to generate a carried interest on any new co-investments in the future.

Our management fee revenues from services to these clients for the three and six months ended March 31, 2026 and 2025, are set forth in the following tables:


	Three Months Ended March 31, 2026								Three Months Ended March 31, 2025
	Base		Property						Base		Property
	Business		Management		Construction				Business		Management		Construction
	Management		and Other		Supervision				Management		and Other		Supervision
	Revenues		Revenues		Revenues		Total		Revenues		Revenues		Revenues		Total

Sonesta	$	1,485	$	—	$	—	$	1,485	$	2,021	$	—	$	—	$	2,021
RMR Residential	118		3,273		188		3,579		120		4,873		266		5,259
Other private entities	2,961		2,260		408		5,629		4,438		2,239		248		6,925
SEVN	—		18		—		18		—		21		—		21
	$	4,564	$	5,551	$	596	$	10,711	$	6,579	$	7,133	$	514	$	14,226


	Six Months Ended March 31, 2026								Six Months Ended March 31, 2025
	Base		Property						Base		Property
	Business		Management		Construction				Business		Management		Construction
	Management		and Other		Supervision				Management		and Other		Supervision
	Revenues		Revenues		Revenues		Total		Revenues		Revenues		Revenues		Total

Sonesta	$	3,588	$	—	$	—	$	3,588	$	4,245	$	—	$	—	$	4,245
RMR Residential	236		6,007		687		6,930		274		9,398		752		10,424
Other private entities	6,279		4,486		539		11,304		8,867		3,864		411		13,142
SEVN	—		36		8		44		—		37		5		42
	$	10,103	$	10,529	$	1,234	$	21,866	$	13,386	$	13,299	$	1,168	$	27,853

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 $1,349 and $1,104 for the three months ended March 31, 2026 and 2025, respectively, and $2,526 and $2,245 for the six months ended March 31, 2026 and 2025, respectively. Tremont also earned incentive fees from SEVN of $0 and $19 for the three months ended March 31, 2026 and 2025, respectively, and $41 and $87 for the six months ended March 31, 2026 and 2025, respectively.

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RESULTS OF OPERATIONS (dollars in thousands)

Three Months Ended March 31, 2026, Compared to the Three Months Ended March 31, 2025

The following table presents the changes in our operating results for the three months ended March 31, 2026 compared to the three months ended March 31, 2025:


	Three Months Ended March 31,
	2026		2025		$ Change		% Change
Revenues:
Management services	$	40,683	$	44,382	$	(3,699)	(8.3)%
Incentive fees	—		19		(19)		(100.0)%
Advisory services	1,349		1,104		245		22.2%
Total management, incentive and advisory services revenues	42,032		45,505		(3,473)		(7.6)%


Income from loan investments, net	—		646		(646)		(100.0)%
Rental property revenues	5,100		1,425		3,675		n/m
Reimbursable compensation and benefits	16,814		20,611		(3,797)		(18.4)%
Reimbursable equity based compensation	2,402		1,132		1,270		112.2%
Other reimbursable expenses	79,281		97,349		(18,068)		(18.6)%
Total reimbursable costs	98,497		119,092		(20,595)		(17.3)%
Total revenues	145,629		166,668		(21,039)		(12.6)%
Expenses:
Compensation and benefits	37,690		42,051		(4,361)		(10.4)%
Equity based compensation	3,025		1,606		1,419		88.4%
Separation costs	1,293		3,455		(2,162)		(62.6)%
Total compensation and benefits expense	42,008		47,112		(5,104)		(10.8)%
General and administrative	10,748		11,246		(498)		(4.4)%
Other reimbursable expenses	79,281		97,349		(18,068)		(18.6)%
Rental property expenses	1,876		395		1,481		n/m
Transaction and acquisition related costs	227		549		(322)		(58.7)%
Depreciation and amortization	4,448		2,457		1,991		81.0%
Total expenses	138,588		159,108		(20,520)		(12.9)%
Operating income	7,041		7,560		(519)		(6.9)%
Interest income	516		1,377		(861)		(62.5)%
Interest expense	(2,611)		(871)		(1,740)		199.8%
Change in fair value of Earnout liability	—		1,270		(1,270)		(100.0)%
Loss on investments	(2,298)		(709)		(1,589)		n/m
Gain on sale of real estate	—		445		(445)		(100.0)%

Income before income tax expense	2,648		9,072		(6,424)		(70.8)%
Income tax expense	(589)		(1,378)		789		57.3%
Net income	2,059		7,694		(5,635)		(73.2)%
Net income attributable to noncontrolling interest in The RMR Group LLC	(1,454)		(4,337)		2,883		66.5%
Net loss attributable to other noncontrolling interests	402		259		143		(55.2)%
Net income attributable to The RMR Group Inc.	$	1,007	$	3,616	$	(2,609)	(72.2)%

n/m - not meaningful

Management services revenue. Management services revenue decreased $3,699 due to a decrease in base business management revenues of $2,252 primarily due to the wind down of AlerisLife’s business and deleveraging activities at certain of the Managed Equity REITs, lower property management revenues of $1,023 primarily due to third party management transitions within RMR Residential and disposition activities during 2025 and lower construction supervision revenues of $424 due to declines in capital spend at our Managed Equity REITs.

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Income from loan investments, net. Income from loan investments, net decreased $646 due to the sale of our two mortgage loans to SEVN in November 2025.

Rental property revenues. Rental property revenues includes base rental income and non-cash straight line rent adjustments for our rental properties. Rental property revenues increased $3,675 primarily due to our acquisition of properties in Chicago, IL, Raleigh, NC and Orlando, FL after the second fiscal quarter of 2025.

Reimbursable compensation and benefits. Reimbursable compensation and benefits 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 $3,797 primarily due to cost containment measures that included headcount reductions over the last twelve months and disposition activities during 2025.

Reimbursable equity based compensation. Reimbursable equity based compensation includes awards of common shares by our clients directly to certain of our officers and employees in connection with the provision of management services to those clients. We record an equal, offsetting amount as equity based compensation expense for the value of these awards. Reimbursable equity based compensation revenue increased $1,270 primarily as a result of increases in total unvested shares and increases in certain of our clients’ respective share prices as of the current fiscal period.

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

Compensation and benefits. Compensation and benefits consists of employee salaries and other employment related costs, including health insurance expenses and contributions related to our employee retirement plan. Compensation and benefits expense decreased $4,361 due to cost containment measures that included headcount reductions over the last twelve months and disposition activity during 2025.

Equity based compensation. Equity based compensation consists of the value of vested shares awarded to certain of our employees under our and our clients’ equity compensation plans. We record an equal offsetting amount as reimbursable equity based compensation revenue for the value of awards under our clients’ equity compensation plans to certain of our employees. Equity based compensation increased $1,419 primarily as a result of increases in total unvested shares and increases in certain of our clients’ respective share prices as of the current fiscal period.

Separation costs. Separation costs consists of employment termination costs. For further information about these costs, see Note 3, 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 $498 primarily due to declines in recurring professional and legal fees.

Rental property expenses. Rental property expenses includes property operating expenses, such as real estate taxes, repairs and maintenance and utility costs incurred at our owned properties. Rental property expenses increased $1,481 primarily due to our acquisition of properties in Chicago, IL, Raleigh, NC and Orlando, FL after the second fiscal quarter of 2025.

Transaction and acquisition related costs. Transaction and acquisition related costs in the prior fiscal period primarily represent costs associated with our acquisition of MPC Partnership Holdings LLC, or 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 $1,991 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 second fiscal quarter of 2025.

Interest income. Interest income decreased $861 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior fiscal period.

Interest expense. Interest expense increased $1,740 primarily due to mortgage notes encumbering our owned properties in Raleigh, NC and Orlando, FL which were acquired after the second fiscal quarter of 2025.

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Change in fair value of Earnout liability. For further information about the Earnout liability, see Note 10, 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, investment in Fund VII and investment in joint ventures. For further information, see Note 8, Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Gain on sale of real estate. We recognized a $445 gain on sale of real estate resulting from the sale of a property in Woodstock, GA during the prior fiscal period.

Income tax expense. The decrease in income tax expense of $789 is primarily attributable to lower taxable income.

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Six Months Ended March 31, 2026, Compared to the Six Months Ended March 31, 2025

The following table presents the changes in our operating results for the six months ended March 31, 2026 compared to the six months ended March 31, 2025:


	Six Months Ended March 31,
	2026		2025		$ Change		% Change
Revenues:
Management services	$	82,592	$	90,565	$	(7,973)	(8.8)%
Incentive fees	23,625		87		23,538		n/m
Advisory services	2,526		2,245		281		12.5%
Total management, incentive and advisory services revenues	108,743		92,897		15,846		17.1%


Income from loan investments, net	411		1,192		(781)		(65.5)%
Rental property revenues	10,240		3,047		7,193		n/m
Reimbursable compensation and benefits	34,011		42,401		(8,390)		(19.8)%
Reimbursable equity based compensation	3,737		702		3,035		n/m
Other reimbursable expenses	168,911		245,905		(76,994)		(31.3)%
Total reimbursable costs	206,659		289,008		(82,349)		(28.5)%
Total revenues	326,053		386,144		(60,091)		(15.6)%
Expenses:
Compensation and benefits	75,138		84,613		(9,475)		(11.2)%
Equity based compensation	4,980		1,732		3,248		187.5%
Separation costs	2,672		3,455		(783)		(22.7)%
Total compensation and benefits expense	82,790		89,800		(7,010)		(7.8)%
General and administrative	20,696		22,530		(1,834)		(8.1)%
Other reimbursable expenses	168,911		245,905		(76,994)		(31.3)%
Rental property expenses	3,710		821		2,889		n/m
Transaction and acquisition related costs	1,685		1,336		349		26.1%
Depreciation and amortization	9,135		4,804		4,331		90.2%
Total expenses	286,927		365,196		(78,269)		(21.4)%
Operating income	39,126		20,948		18,178		86.8%
Interest income	1,051		2,933		(1,882)		(64.2)%
Interest expense	(5,258)		(1,570)		(3,688)		n/m
Change in fair value of Earnout liability	3,639		4,680		(1,041)		(22.2)%
Loss on investments	(3,959)		(1,780)		(2,179)		122.4%
Loss on extinguishment of debt	(452)		—		(452)		n/m
Gain on sale of real estate	—		445		(445)		(100.0)%
Income before income tax expense	34,147		25,656		8,491		33.1%
Income tax expense	(5,250)		(3,854)		(1,396)		(36.2)%
Net income	28,897		21,802		7,095		32.5%
Net income attributable to noncontrolling interest in The RMR Group LLC	(16,488)		(12,059)		(4,429)		(36.7)%
Net loss attributable to other noncontrolling interests	788		253		535		n/m
Net income attributable to The RMR Group Inc.	$	13,197	$	9,996	$	3,201	32.0%

n/m - not meaningful

Management services revenue. Management services revenue decreased $7,973 due to a decrease in base business management revenues of $3,937 primarily due to the wind down of AlerisLife’s business and deleveraging activities at certain of the Managed Equity REITs, lower property management revenues of $2,013 primarily due to third party management transitions within RMR Residential and disposition activities during 2025 and lower construction supervision revenues of $2,023 due to declines in capital spend at our Managed Equity REITs.

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Incentive fees. Incentive fees increased $23,538 due to fees earned from DHC and ILPT for calendar year 2025. Each of DHC’s and ILPT’s respective total return per share exceeded the applicable benchmark total return per share for the measurement period, as defined in the respective management agreements for calendar year 2025.

Income from loan investments, net. Income from loan investments, net decreased $781 due to the sale of our two mortgage loans to SEVN in November 2025.

Rental property revenues. Rental property revenues increased $7,193 primarily due to our acquisition of properties in Chicago, IL, Raleigh, NC and Orlando, FL after the second fiscal quarter of 2025.

Reimbursable compensation and benefits. Reimbursable compensation and benefits decreased $8,390 primarily due to cost containment measures that included headcount reductions over the last twelve months and disposition activities during 2025.

Reimbursable equity based compensation. Reimbursable equity based compensation revenue increased $3,035 primarily as a result of increases in total unvested shares and increases in certain of our clients’ respective share prices as of the current fiscal period.

Compensation and benefits. Compensation and benefits expense decreased $9,475 due to cost containment measures that included headcount reductions over the last twelve months and disposition activities during 2025.

Equity based compensation. Equity based compensation increased $3,248 primarily as a result of increases in total unvested shares and increases in certain of our clients’ respective share prices as of the current fiscal period.

Separation costs. For further information about these costs, see Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

General and administrative. General and administrative costs decreased $1,834 primarily due to declines in third party construction supervision fees and recurring professional and legal fees.

Rental property expenses. Rental property expenses increased $2,889 primarily due to our acquisition of properties in Chicago, IL, Raleigh, NC and Orlando, FL after the second fiscal quarter of 2025.

Transaction and acquisition related costs. Transaction and acquisition related costs in the prior fiscal period primarily represent costs associated with our acquisition of MPC and related integration expenses. Costs incurred in the current fiscal period relate to other transactions and agreements with our Managed Equity REITs or private capital vehicles.

Depreciation and amortization. Depreciation and amortization increased $4,331 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 second fiscal quarter of 2025.

Interest income. Interest income decreased $1,882 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior fiscal period.

Interest expense. Interest expense increased $3,688 primarily due to mortgage notes encumbering our owned properties in Raleigh, NC and Orlando, FL which were acquired after the second fiscal quarter of 2025.

Loss on investments. For further information, see Note 8, Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Loss on extinguishment of debt. Loss on extinguishment of debt represents the loss recognized on unamortized deferred fees related to our secured financing facility which was terminated in the current fiscal period.

Gain on sale of real estate. We recognized a $445 gain on sale of real estate resulting from the sale of a property in Woodstock, GA during the prior fiscal period.

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Income tax expense. The increase in income tax expense of $1,396 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 March 31, 2026 and September 30, 2025, we had cash and cash equivalents of $80,104 and $62,297, respectively, of which $17,380 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 March 31, 2026 and September 30, 2025, $70,615 and $50,662, respectively, of our cash and cash equivalents were invested in money market accounts.

We believe that our cash and cash equivalents leave us well positioned to pursue a range of capital allocation strategies, with a focus on the growth of our private capital business, to fund our operations and cash distributions and enhance our technology infrastructure, in the next twelve months. Our experienced platform and existing relationships with institutional investors have provided us with significant opportunities to continue expanding our private capital business. We intend to diversify and further grow our private capital revenues by sponsoring and managing new real estate related investment funds that may invest in the equity of real estate or provide commercial mortgage loans secured by middle market and transitional real estate in the U.S. We anticipate that using our capital for possible formation costs and co-investment in these funds will diversify our revenues and generate management fees, incentive fees and potential carried interest.

Our liquidity is highly dependent upon our receipt of fees from the businesses we manage. Historically, we have funded our working capital needs with cash generated from our operating activities. We expect that our future working capital needs will relate largely to our operating expenses, primarily consisting of employee compensation and benefits costs, our obligation to make quarterly tax distributions to the members of RMR LLC, our plan to make quarterly distributions on our Class A Common Shares and Class B-1 Common Shares and our plan to pay quarterly distributions to the members of RMR LLC in connection with the quarterly dividends to RMR Inc. shareholders.

Our revolving credit facility is secured by substantially all of our assets and provides us with enhanced financial flexibility as we continue to invest in our private capital business and position ourselves to capitalize on long term growth opportunities. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayments on borrowings under our credit agreement are due until maturity. The maturity date of our credit agreement is January 22, 2028 and, subject to the payment of an extension fee and meeting certain other requirements, we can extend the maturity date of our revolving credit facility by one year. Interest is payable on borrowings under our credit agreement at a rate of SOFR plus a margin of 225 basis points. We are also required to pay a fee of 50 basis points per annum on the amount of unused lending commitments. Our credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios and restrict our ability to incur additional debt in excess of calculated amounts. Availability of borrowings under our credit agreement is subject to ongoing minimum performance, our satisfying certain financial covenants and other credit facility conditions. As of March 31, 2026 and May 1, 2026, we had $0 and $25,000 outstanding, respectively.

Cash Flows

The $21,575 increase in net cash flows provided by operating activities for the six months ended March 31, 2026 compared to the prior period reflects the impact of incentive fees paid by DHC and ILPT in the current period, which amounted to $23,584 in the aggregate. The $43,277 increase in net cash flows provided by investing activities for the six months ended March 31, 2026 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 $42,632 increase in net cash flows used in financing activities for the six months ended March 31, 2026 compared to the prior period was due to repayment of our secured financing facility in connection with the sale of our loan investments noted above.

As of March 31, 2026, we had no off-balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

In April 2026, SVC completed a public offering of its common shares of beneficial interest at a price of $1.20 per share and raised gross proceeds of approximately $575,000, excluding underwriting discounts and expenses. We participated in the public offering by purchasing 41,666,666 common shares for $50,000 using cash on hand and borrowings under our revolving credit facility. For further information regarding this transaction, see Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Tax Receivable Agreement

We are party to a tax receivable agreement which provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by it as a result of the tax receivable agreement. See Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and “Business—Our Organizational Structure—tax receivable agreement” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. As of March 31, 2026, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $18,478, of which we expect to pay $2,552 to ABP Trust during the fourth quarter of fiscal year 2026.

Related Person Transactions

We have relationships and historical and continuing transactions with Adam Portnoy, the Chair of our Board and one of our Managing Directors, as well as our clients and certain employees. For further information about these and other such relationships and related person transactions, please see Note 3, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2025 Annual Report, our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” in our 2025 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR LLC or its subsidiaries provide management services.

Critical Accounting Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates that impact the condensed consolidated financial statements include the revenue recognized during the reporting periods, the estimation of fair values of certain assets and liabilities and purchase price allocations..

A discussion of our critical accounting estimates is included in our 2025 Annual Report. There have been no significant changes in our critical accounting estimates since the fiscal year ended September 30, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives, including fixed rate debt, and employing derivative instruments, including interest rate caps, to limit our exposure to increasing interest rates. Other than as described below, we do not currently expect any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.

Floating Rate Debt

As of March 31, 2026, our outstanding floating rate debt consisted of the following:


	Principal Balance		Annual Interest Rate (1)	Annual Interest Expense		Maturity	Interest Payments Due





Raleigh, NC mortgage loan	$	40,550	5.50%	$	2,230	2028	Monthly
Orlando, FL mortgage loan	52,707		5.55%	2,925		2028	Monthly
	$	93,257		$	5,155

(1) The annual interest rate is the rate stated in the applicable contract, as adjusted by the related interest rate cap.

The Raleigh, NC loan has two remaining one year extension options and requires interest to be paid at an annual rate of SOFR plus a premium of 2.50%. The Orlando, FL loan has two remaining one year extension options and requires interest to be paid at an annual rate of SOFR plus a premium of 2.55%. We are vulnerable to changes in the U.S. dollar based on short term interest rates, specifically SOFR. In conjunction with these borrowings, to hedge our exposure to risk related to changes in SOFR and as required under the applicable loan agreements, we obtained interest rate caps with current SOFR strike rates equal to 3.00% for the Raleigh, NC loan and Orlando, FL loan.

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In addition, upon renewal or refinancing of these obligations, we are vulnerable to increases in interest rate premiums, including increases in the cost of replacement interest rate caps, due to market conditions and our perceived credit risk. Generally, a change in interest rates would not affect the value of our floating rate debt but would affect our operating results. The following table presents the approximate impact a one percentage point increase in interest rates would have on the annual interest expense of our floating rate mortgage notes as of March 31, 2026:


	Impact of an Increase in Interest Rates
	Weighted Average Interest Rate	Outstanding Debt		Total Interest Expense Per Year		Annual Earnings Per Share Impact (1)
At March 31, 2026	5.53%	$	93,257	$	5,155	$	0.09
One percentage point increase (2)	5.53%	$	93,257	$	5,155	$	0.09

(1) Based on the diluted weighted average common shares outstanding and income tax rate for the three months ended March 31, 2026 and includes the impact of noncontrolling interests.

(2) A one percentage point increase in interest rates would not have an impact on annual interest expense for our floating rate mortgage loans because current interest rates exceed the strike rates of our interest rate caps. However, a one percentage point increase in the weighted average interest rate of our floating rate debt at March 31, 2026 would result in a weighted average interest rate of 6.53%, total floating rate interest expense per year of $6,088 and a decrease in annual earnings per share of $0.11.

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 March 31, 2026, neither of our floating rate mortgage notes had an active interest rate floor.

We also maintain our revolving credit facility which has a total borrowing capacity of $100,000. Interest is payable on borrowings under our credit agreement at a rate of SOFR plus a margin of 225 basis points. As of March 31, 2026 and May 1, 2026, we had $0 and $25,000 outstanding, respectively.

Fixed Rate Debt

As of March 31, 2026, our outstanding fixed rate debt consisted of one mortgage note with a principal balance of $46,500 with a 5.34% fixed interest rate. This mortgage note requires monthly payments of interest only until maturity in July 2029. Because interest is to be paid at a fixed rate, changes in market interest rates during the term of this mortgage note will not affect our interest obligation. If this mortgage note is refinanced at an interest rate which is one percentage point higher or lower than shown above, our annual interest cost would increase or decrease by approximately $465.

Changes in market interest rates would affect the fair value of our mortgage note. Increases in market interest rates decrease the fair value of our fixed rate debt, while decreases in market interest rates increase the fair value of our fixed rate debt. Based on the balances outstanding at March 31, 2026 and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligation, a hypothetical immediate one percentage point change in the interest rates would change the fair value of this obligation by approximately $1,442.

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.

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There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

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

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

•The dependence of our revenues on a limited number of clients,

•The variability of our revenues,

•Risks related to supply chain constraints, commodity pricing and inflation, including inflation impacting wages and employee benefits,

•Changing market conditions, practices and trends, which may adversely impact our clients and the fees we receive from them,

•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,

RMR GROUP INC. 10-Q