RMR GROUP INC.

Previous wording

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.

Current wording

The base business management fees we earn from the Managed Equity REITs, with the exception of OPI, 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.

Previous wording

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:

Current wording

The following table presents for each Managed Equity REIT, with the exception of OPI, a summary of its primary strategy and the lesser of the historical cost of its assets under management and its market capitalization as of June 30, 2026 and 2025, as applicable:

Previous wording

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.

Current wording

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, with the exception of OPI, the lesser of the historical cost of its assets under management and its market capitalization as of the end of each period.

Previous wording

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.

Current wording

The basis on which our base business management fees is calculated for the three and nine months ended June 30, 2026 and 2025 may differ from the basis at the end of the periods presented in the table above. As of June 30, 2026, the market capitalization was lower than the historical cost of assets under management for DHC, ILPT and SVC; the historical cost of assets under management for DHC, ILPT and SVC as of June 30, 2026, were $6,777,893, $5,713,404 and $9,904,087, respectively.

Previous wording

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:

Current wording

The fee revenues we earned from the Managed Equity REITs for the three and nine months ended June 30, 2026 and 2025 are set forth below:

Previous wording

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.

Current wording

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; the majority 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.

Previous wording

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:

Current wording

Our management fee revenues from services to these clients for the three and nine months ended June 30, 2026 and 2025, are set forth in the following tables:

Previous wording

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.

Current wording

Tremont earned advisory services revenue of $1,343 and $1,115 for the three months ended June 30, 2026 and 2025, respectively, and $3,869 and $3,360 for the nine months ended June 30, 2026 and 2025, respectively. Tremont also earned incentive fees from SEVN of $90 and $229 for the three months ended June 30, 2026 and 2025, respectively, and $131 and $316 for the nine months ended June 30, 2026 and 2025, respectively.

Previous wording

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.

Current wording

Management services revenue. Management services revenue increased $1,369 due to higher property management revenues of $1,816 primarily due to contractual lease revenue increases at certain of our Managed Equity REITs and acquisition fees, as well as higher construction supervision revenues of $179 due to increases in capital spend at certain of our Private Capital clients, partially offset by a decrease in base business management revenues of $626 due to the wind down of AlerisLife’s business and deleveraging activities at certain of the Managed Equity REITs. The decrease in base business management revenues was partially offset by increases in certain of the Managed Equity REITs’ enterprise values.

Previous wording

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.

Current wording

Income from loan investments, net. Income from loan investments, net decreased $677 due to the sale of our two mortgage loans to SEVN in November 2025.

Previous wording

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.

Current wording

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 $3,159 primarily due to our acquisition of properties in Raleigh, NC and Orlando, FL after the third fiscal quarter of 2025.

Previous wording

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.

Current wording

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 $1,695 primarily due to cost containment measures that included headcount reductions over the last twelve months and disposition activities during 2025.

Previous wording

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.

Current wording

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 $3,516 primarily as a result of increases in certain of our clients’ respective share prices and increases in total unvested shares as of the current fiscal period.

Previous wording

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.

Current wording

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 increased $1,004 due to headcount mix and cumulative compensation adjustments, partially offset by headcount reductions over the last twelve months and disposition activity during 2025.

Previous wording

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.

Current wording

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 $3,549 primarily as a result of increases in certain of our clients’ respective share prices and increases in total unvested shares as of the current fiscal period.

Previous wording

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.

Current wording

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 increased $1,037 primarily due to increases in recurring professional and legal fees.

Previous wording

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.

Current wording

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 $977 primarily due to our acquisition of properties in Raleigh, NC and Orlando, FL after the third fiscal quarter of 2025.

Previous wording

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.

Current wording

Transaction and acquisition related (recoveries) costs. Transaction and acquisition related (recoveries) 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 recovered in the current fiscal period relate to reimbursements of certain legal costs in connection with OPI’s bankruptcy proceedings.

Previous wording

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.

Current wording

Depreciation and amortization. Depreciation and amortization increased $1,407 primarily due to depreciation in the current fiscal quarter of our owned properties in Raleigh, NC and Orlando, FL, which were acquired after the third fiscal quarter of 2025.

Previous wording

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.

Current wording

Interest income. Interest income decreased $766 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior fiscal period.

Previous wording

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.

Current wording

Interest expense. Interest expense increased $2,143 primarily due to mortgage notes encumbering our owned properties in Raleigh, NC and Orlando, FL which were acquired after the third fiscal quarter of 2025.

Previous wording

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.

Current wording

Gain (loss) on investments. Gain (loss) on investments represents the unrealized and realized gains or losses on our investment in OPI, SVC and 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.

Previous wording

Income tax expense. The increase in income tax expense of $1,396 is primarily attributable to higher taxable income.

Current wording

Income tax expense. The increase in income tax expense of $146 is primarily attributable to higher taxable income.

Previous wording

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:

Current wording

The following table presents the changes in our operating results for the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025:

Previous wording

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.

Current wording

Management services revenue. Management services revenue decreased $6,604 due to a decrease in base business management revenues of $4,563 primarily due to the wind down of AlerisLife’s business and deleveraging activities at certain of the Managed Equity REITs, lower construction supervision revenues of $1,844 due to declines in capital spend at our Managed Equity REITs and lower property management revenues of $197 due to third party management transitions within RMR Residential and disposition activities during 2025.

Previous wording

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.

Current wording

Incentive fees. Incentive fees increased $23,399 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.

Previous wording

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.

Current wording

Income from loan investments, net. Income from loan investments, net decreased $1,458 due to the sale of our two mortgage loans to SEVN in November 2025.

Previous wording

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.

Current wording

Rental property revenues. Rental property revenues increased $10,352 primarily due to our acquisition of properties in Chicago, IL, Raleigh, NC and Orlando, FL after the second fiscal quarter of 2025.

Previous wording

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.

Current wording

Reimbursable compensation and benefits. Reimbursable compensation and benefits decreased $10,085 primarily due to cost containment measures that included headcount reductions over the last twelve months and disposition activities during 2025.

Previous wording

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.

Current wording

Reimbursable equity based compensation. Reimbursable equity based compensation revenue increased $6,551 primarily as a result of increases in certain of our clients’ respective share prices and increases in total unvested shares as of the current fiscal period.

Previous wording

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.

Current wording

Compensation and benefits. Compensation and benefits expense decreased $8,471 due to cost containment measures that included headcount reductions over the last twelve months and disposition activities during 2025.

Previous wording

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.

Current wording

Equity based compensation. Equity based compensation increased $6,797 primarily as a result of increases in certain of our clients’ respective share prices and increases in total unvested shares as of the current fiscal period.

Previous wording

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.

Current wording

General and administrative. General and administrative costs decreased $797 primarily due to declines in third party construction supervision fees and recurring professional fees.

Previous wording

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.

Current wording

Rental property expenses. Rental property expenses increased $3,866 primarily due to our acquisition of properties in Chicago, IL, Raleigh, NC and Orlando, FL after the second fiscal quarter of 2025.

Previous wording

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.

Current wording

Depreciation and amortization. Depreciation and amortization increased $5,738 primarily due to depreciation in the current fiscal period of our owned properties in Chicago, IL, Raleigh, NC and Orlando, FL, which were acquired after the second fiscal quarter of 2025.

Previous wording

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.

Current wording

Interest income. Interest income decreased $2,648 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior fiscal period.

Previous wording

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.

Current wording

Interest expense. Interest expense increased $5,831 primarily due to mortgage notes encumbering our owned properties in Raleigh, NC and Orlando, FL which were acquired after the third fiscal quarter of 2025.

Previous wording

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.

Current wording

Gain (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.

Previous wording

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

Current wording

Income tax expense. The increase in income tax expense of $1,542 is primarily attributable to higher taxable income.

Previous wording

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.

Current wording

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 June 30, 2026 and September 30, 2025, we had cash and cash equivalents of $58,203 and $62,297, respectively, of which $15,386 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 June 30, 2026 and September 30, 2025, $46,478 and $50,662, respectively, of our cash and cash equivalents were invested in money market accounts.