RMR GROUP INC.

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 tofour 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.

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.

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.

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:

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

Amounts Due from Related Parties

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

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:

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.

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:

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:

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 didnot 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.

Note 5. Loans Held for Investment, Net

In July 2024, we originatedtwo 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.

(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 byone 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.

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:

(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 Instrumentsfor 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:

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.

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:

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.

Joint Ventures

We own equity interests intwo 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:

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:

(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.

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:

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:

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:

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:

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

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 aone-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.

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):

(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.

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:

Note 14. Segment Reporting

We manage our business on a consolidated basis and therefore haveone 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.