Form 8-K

8-K — RMR GROUP INC.

Accession: 0001104659-26-038911

Filed: 2026-04-02

Period: 2026-04-02

CIK: 0001644378

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2610994d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2610994d1_ex99-1.htm)

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2026-04-02

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d) of the Securities Exchange Act of 1934

April 2, 2026

Date of Report

(Date of earliest event reported)

The RMR Group Inc.

(Exact Name of Registrant as Specified in

Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-37616

8742

47-4122583

(Commission File Number)

(Primary Standard

Industrial

(IRS Employer

Classification

Code Number)

Identification

Number)

Two Newton Place, 255 Washington Street,

Suite 300, Newton, MA, 02458-1634

(Address of principal executive offices, including zip code)

(617) 796-8230

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 7.01 Regulation FD Disclosure.

On April 2, 2026, The RMR Group Inc. (the “Company”)

posted to its website an investor presentation, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company

undertakes no obligation to update, supplement or amend the materials attached as Exhibit 99.1.

The information in this Item 7.01, including Exhibit

99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific

reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

99.1

Investor Presentation (Furnished herewith)

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE RMR GROUP INC.

Date: April 2, 2026

By:

/s/ Matthew C. Brown

Matthew C. Brown

Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2610994d1_ex99-1.htm · Sequence: 5

Exhibit 99.1

The RMR Group

Investor Presentation

April 2026

Overview of

The RMR Group

(Nasdaq: RMR)

Diversified revenue sources from perpetual capital and private capital

clients spanning all major commercial real estate sectors.

Durable earnings resulting from nearly 70% of services revenues

derived from 20-year evergreen contracts with significant termination

provisions.

Attractive fee upside from incentive fees (2016–2019 annual average of

~$100 million) and potential promote income on private capital co-investments.

Highly profitable business model with annual Adjusted EBITDA

margins over 40%.

Track record of increasing shareholder returns via quarterly dividend

growth.

Well-positioned for growth with a scalable infrastructure and nearly

$150 million of total liquidity.

Valuation discount to industry peers presents meaningful upside

opportunity.

Compelling

Investment

Opportunity

Industrial

Residential

Senior Living

Medical Office

Life Science

Hotels

Retail

Office

Over

$37 Billion

in AUM

RMR Platform

Nearly

900

Real Estate Professionals

More than

Offices Nationwide

Approximately

1,800

Properties

National Multi-Sector

Investment Platform RMR Clients

Private Real Estate Vehicles

32%

$11.8 Billion

Private

Capital

68%

$25.4 Billion

Perpetual

Capital

Information on this page is as of December 31, 2025.

A Dynamic Alternative Asset Manager Focused Solely on Real Estate

Key Differentiators

• Deep Bench of Experienced Professionals: Market

knowledge and expertise positions RMR to execute on

compelling investment opportunities.

• Shared Services: Platform improves productivity and

operating efficiency, while enhancing asset-level economics

and striving for superior results for investors.

• Technology Infrastructure: Committed to investing in

proven, differentiated technologies that add operational

efficiencies and expand our capabilities.

• Real Estate Development and Construction: Ability to

execute ground-up development, adaptive reuse,

repositioning and renovation projects across a variety of

asset classes and markets.

• Commitment to ESG: Continuing to invest and expand our

sustainability program, further reduce our environmental

footprint and fostering positive impacts on employees,

tenants and the communities in which we operate.

More Than 30 RMR Offices Nationwide

National Vertically

Integrated Real Estate

Operating Platform Is A

Differentiator And

Competitive Advantage

Vertically Integrated Platform

Accounting & Finance

Development & Construction

Human Resources

Investor Relations

Marketing

Legal

Portfolio Management

Energy & Sustainability

Tax

Asset Management

Acquisitions

Technology

Property Management

More Than 30 RMR Offices Nationwide Key Differentiators

Vertically Integrated Platform

Industrial

18%

Office

16%

Hotel

16%

Senior

Living

14%

Retail

13%

Residential

12%

Medical Office

& Life Science

11%

$26B

$27B

$28B

$30B

$33B $32B $33B

$37B

$36B

$41B

$39B

$37B

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 1Q26

Perpetual Capital Private Capital

AUM by Sector

Diversified across all major CRE sectors.

Over

$37 Billion

AUM

Total Assets Under Management

AUM Growth Increasingly Driven by Private Capital.

Information on this page is as of December 31, 2025.

Perpetual and Private Capital Assets Under Management Across a

Diverse Mix of Commercial Real Estate Sectors

Residential Joint

Ventures

Vertically integrated platform

focused on multifamily

properties across the Sunbelt.

$4.4B

Industrial Real

Estate Funds

Portfolio of “Core Plus”

industrial real estate. $4.0B

Medical Office &

Life Science Real

Estate Funds

Portfolio of “Core Plus”

medical office and life science

real estate.

$2.4B

Owns, manages, and

franchises 1,000+ hotels with

90,000+ rooms across a

diversified portfolio of 13

brands and markets.

$0.5B

Other Private Real

Estate Funds

Portfolio of “Core Plus” office

real estate. $0.5B

Total Private Capital $11.8B

Client Description AUM

Private Capital

Owns 94 hotels and 760 net

lease service and necessity-based retail properties

nationwide.

$9.9B

Owns 298 senior living

communities, medical office

and life science properties

and wellness centers

nationwide.

$6.8B

Owns 122 office properties

primarily leased to high credit

quality tenants throughout the

United States.

$5.4B

Owns 409 industrial and

logistics properties, including

226 properties located on the

island of Oahu, Hawaii.

$2.6B

Originates and invests in first

mortgage loans secured by

middle market and transitional

CRE.

$0.7B

Total Perpetual Capital $25.4B

Client Description AUM

Perpetual Capital

AUM by Client Type

Information on this page is as of December 31, 2025.

RMR earns fees pursuant to Business Management and Property Management Agreements that renew

each year for successive 20-year terms.

• Business management revenues principally consist of monthly fees generally based on 50 bps per

annum multiplied by the lower of: (1) the historical cost of real estate; or (2) average market

capitalization.

• Property management revenues principally consist of monthly fees based on 3.0% of gross rents

collected at managed properties.

• Construction supervision revenues consist of fees up to 5.0% of the cost of certain construction

activities undertaken at the properties.

• Incentive fees are equal to 12% of total shareholder returns in excess of benchmark index total returns

per share, subject to caps. Total shareholder returns must be positive.

RMR’s Contractual Relationships

(1) Please refer to the Definitions for a definition of the calculation of termination fees.

Note: For additional information regarding the fee provisions in these management agreements, please see our Annual Report on Form 10-K

for the fiscal year ended September 30, 2025.

• Property and asset management revenues principally consist of monthly fees between 2.5% to 3.5% of

gross collected rent.

• Acquisition fees up to 0.75% of the acquisition cost of new investments.

• Potential promote income based on performance of new co-investments.

• Management fees are based on a percentage of average invested capital as defined in the applicable

management agreements.

• Property management fees and construction supervision revenues consist of fees consistent with

Managed Equity REITs.

Estimated gross potential termination fees if perpetual capital clients terminated RMR

management agreements. (1) $1.4 Billion

Client Contractual Relationship

Real Estate Funds

• Base management fee principally consists of an annual fee based on 1.5% of equity, payable quarterly.

• Incentive fees applicable each year at a 7% hurdle applied to SEVN’s equity.

Perpetual

Capital

Private

Capital

Residential Joint

Ventures

$92M

$100M

$107M

$120M

$108M

$91M $93M

$106M

$102M

$91M

$81M

$19M

55% 57% 57% 59% 57%

51% 51% 51% 51%

45% 42% 43%

-40%

-30%

-20%

-10%

10%

20%

30%

40%

50%

60%

$20

$40

$60

$80

$100

$120

$140

$160

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

YTD

Adjusted EBITDA Adjusted EBITDA Margin

Track Record of Attractive Cash Flows and Well Covered Dividend

Incentive Fees & Termination Fees Annual Dividend Per Share

$62M $52M

$156M

$120M

$1M

$46M

$1M $0.7M

$24M

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

$ -

$ - $ -

$165M $167M

$179M

$196M

$181M

$172M $175M

$200M

$190M

$193M

$182M

$43M

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

YTD

Management & Advisory Services Revenues Adjusted EBITDA & Adjusted EBITDA Margin (1)

(1) This is a non-GAAP measure, and the reconciliation can be found in the Earnings Release

furnished with the SEC on February 4, 2026.

* Data presented is for the three months ended December 31, 2025 (Fiscal 1Q26).

** RMR increased its quarterly dividend to $0.45 per share ($1.80 per share per year) in April 2024.

* *

YTD *

$1.00 $1.00

$1.40

$1.52 $1.52 $1.56 $1.60 $1.70 $1.80

$0.45

2017 2018 2019 2020 2021 2022 2023 2024 ** 2025 2026

8% CAGR

Paid an additional

$7.00/share Special

Dividend in 2021

YTD *

Positioned for

Growth

Multiple Levers to Drive Growth

Lever Support

Managed REITs

Enterprise Value

Growth

• Managed REIT Enterprise Value growth drives higher base management fees.

The current potential upside from narrowing the gap between EV and historical

cost of Managed REIT assets is an approximate $57 million annual revenue

opportunity.

• Share price appreciation supports incentive fee upside (2016 – 2019 annual

average of ~$100 million).

Expand Private

Capital Vehicles

• Leverage joint venture relationships to support future fundraising as RMR

launches new ventures (credit, residential, industrial, development, etc.).

• Expanding relationships with private capital creates cross-selling opportunities

and could facilitate future allocations to new product launches and new real

estate sectors.

Utilize RMR’s

Balance Sheet

• Deploy balance sheet capital to seed and/or coinvest in private ventures, which

could expand client relationships.

• Identify possible strategic acquisition targets to accelerate AUM growth and

expand institutional capital relationships.

ILPT: • Maintained a well-leased, high-quality industrial portfolio,

with consolidated occupancy in the mid-90% range and

long lease terms supporting stable cash flows.

• Executed strong leasing activity, driving rental rate

growth and supporting continued organic cash flow

growth across the portfolio.

• Strengthened the balance sheet, with no debt maturities

until 2027, providing flexibility to focus on operational

execution.

DHC: • Sold $605 million of non-core asset sales in 2025 and fully

repaid 2026 zero-coupon bonds, leaving no debt

maturities until 2028.

• Transitioned 116 SHOP communities to new operators,

establishing a diversified operator base with greater

incentive alignment.

• Delivered improved SHOP operating performance across

the portfolio, with year-over-year gains in occupancy,

rental rates, revenues, and NOI.

SVC: • Sold 112 hotels in 2025, raising proceeds of approximately

$859 million, as part of an ongoing portfolio repositioning

to become a majority net lease REIT.

• Proactively addressed all $800 million of its 2026 debt

maturities by issuing $580 million of zero coupon senior

secured notes proceeds and cash on hand.

• Ended the year with 760 service-oriented retail properties

that were 96.6% leased with a weighted average lease

term of 7.4 years.

Significant Upside Potential as Managed Equity REIT Share Prices Recover

(1) Illustrates the approximate incremental impact on RMR’s annualized revenue resulting from a $1 increase in share price and the base management fee RMR

earns on average market capitalization.

$0.3M

$0.8M

$1.2M

ILPT SVC DHC

Reflects opportunity of closing the

gap between enterprise value and

the historical cost of the Managed

Equity REITs underlying assets.

~$57 Million

Annualized Revenue

Opportunity

Incremental Impact to RMR Annual Revenue of a $1.00

Per Share Increase by REIT (1)

Taking Decisive Actions at Managed Equity REITs to

Improve Share Prices

Positioned to Capitalize on Favorable Industry Trend of Investors

Reallocating Capital Towards Private Alternative Investments

Source: Hamilton Lane 2026 Annual Global Private Wealth Survey.

Favorable Demand Drivers

Expanding Role of Alternative

Asset Classes

Limited Partners’ Need for

Investment Returns

Interest Rate Stabilization

Transaction Activity Momentum

LP Focus on Partnering with

Multi-Sector CRE Platforms

Required Diversification Beyond

“Mega Managers”

18%

43%

83%

86%

Global Investment Advisors – Private Markets Allocation Plans

Plan to increase private

market allocations in 2026

Plan to increase exposure

to private real estate in

2026

Clients see private market

risk as equal to or below

public market levels

Average allocation to

private real estate within

client portfolios

Gaining Traction on Private Capital Growth Initiatives

Capital Formation Team Build-Out

Mary Smendzuik

Senior Vice President,

Head of Domestic Capital Formation

• Joined RMR in June 2025.

• Leads private capital fundraising initiatives in North America.

• Focused on expanding RMR’s relationships with institutional

investors and driving private capital AUM growth.

• 18+ years experience in investor relations and capital markets.

Peter Welch

Senior Vice President,

Head of International Capital Formation

• Joined RMR in January 2026.

• Focusing on building global institutional capital relationships and

expanding RMR’s international brand.

• Newly formed role intended to broaden existing capital

formation efforts.

• 35+ years of global capital markets experience.

• RMR remains a relatively new player in the private capital space, with significant effort

underway to build its global brand.

• Initial fundraising efforts are primarily focused on residential and select development

opportunities, with flexibility to pivot strategies based on investor feedback.

• Fundraising for Enhanced Growth Venture (“EGV”) initiative launched in September

2025, with a goal of partnering with a select group of investors to raise approximately

$250 million.

• Structured to provide investors with exposure to both property-level economics and

general partner economics.

• Intended to leverage RMR’s investments as a foundation for future private capital

growth and monetization.

Advancing RMR’s Private Capital Platform

Matt Jordan, Executive Vice President and Chief

Operating Officer, participating in a panel at the

PERE Asia Summit in March 2026.

RMR Residential – Multifamily Investment Platform

Raleigh, NC

RMR Residential Recent Acquisitions

Pompano Beach, FL

• Acquisition

• Residential garden style

• 266 Units

Oviedo, FL

• Acquisition

• Residential garden style

• 275 Units

• Joint Venture Acquisition

• Residential mid-rise

• 225 Units

Sunrise, FL

• Joint Venture Acquisition

• Residential garden style

• 400 Units

$22 Billion

Transaction Volume

Since Inception

75,000+

Units Managed

Since Inception

$4.4 Billion

Assets Under Management

• Structural Housing Undersupply: An ongoing national

housing shortage exceeding 4.7 million units continues

to support long-term rental demand.

• Widening Affordability Gap: The income required to

purchase a home now surpasses the national median by

more than 50%, driving increased and sustained renter

demand.

• Strong Demographic Tailwinds: Population growth,

migration toward high-amenity regions and lifestyle

flexibility continue to fuel renter preference across Sun

Belt markets.

20.5%

Realized Value-Add IRR

Over 20 Years

Portfolio Highlights and Track Record

RMR Trades at a Steep Discount to Its Underlying Value

(1) In millions, except per share data.

(2) Management fees include base fees for perpetual capital (20-year evergreen contracts). See slide 8. EBITDA is a non-GAAP financial measure; a reconciliation to the

most directly comparable GAAP measure is provided in the Company’s earnings release furnished with the SEC on February 4, 2026.

(3) Average EV/EBITDA Multiple for selected peer group of publicly-traded alternative asset managers.

* The information on this page is as of March 31, 2026, unless stated otherwise.

**The information on this page is “forward-looking” and utilizes hypothetical data and management assumptions to provide illustrative valuation estimates. There can be no

assurance that the illustrative valuation estimates will be achieved. Please see the disclaimer on slide 29 for additional information.

An illustrative SOTP analysis of RMR and its various investments suggests that the implied market

value of RMR’s 20-year evergreen management fee income may be trading at only ~4.4x EBITDA

RMR Valuation Analysis Value ($M)1

Per Share

RMR Market Cap (~32.1M Fully Diluted Shares) $ 496.0 $ 15.47

Less: Cash & Investments

Cash as of 12/31/25 $ (49.3) $ (1.54)

SEVN Ownership (4.6M shares, ~20.3%) (37.6) (1.17)

GAV of Wholly Owned Real Estate, Net of Debt as of 12/31/25 (96.8) (3.02)

Real Estate Joint Ventures as of 12/31/25 (13.8) (0.43)

Total Cash and Investments $ (197.5) $ (6.16)

= Implied Market Value of RMR Management Fee Income2

$ 298.5 $ 9.31

Estimated EBITDA from Management Fees (LTM) 2 $ 67.2 $ 2.10

Estimated Market Implied EV/EBITDA (x) on RMR Management Fees 2 4.4x 4.4x

Average EV/EBITDA Multiple on Peers 3 15.7x

Estimated EBITDA from RMR Management Fees $ 67.2

= Estimated Value of RMR Management Fee Stream $ 1,055.4

Plus: Cash & Investments $ 197.5

Estimated EV of RMR Using Average Peer Multiple 1,252.9

Estimated Share Price of RMR Using Average Market Multiple $ 39.08

Estimated Upside Potential from Current Share Price 153%

Key Takeaways

Vertically Integrated

Platform Diversified

across All Major CRE

Sectors

• Over $37 billion of AUM, +20% since 2020 driven by

private capital AUM growth.

• Durable portfolio and deep relationships with well-capitalized institutional investors.

• Long operating history managing public and private real

estate vehicles across market cycles.

Strong Financial

Profile Supported

by Recurring

Revenues

• Long term financial and operational alignment with clients.

• Durable cash flows with attractive operating leverage as

platform continues to scale.

• Majority of revenues derived from long-term management

agreements with public REIT clients.

• Opportunity to cross sell private capital relationships.

• Well-positioned to expand across equity and debt

vehicles.

• Embedded growth from managed REITs, private capital

vehicles and new fund formation.

Multiple Levers

to Drive Long

Term Growth

Appendix

Ann Logan

Independent Director

Rosen Plevneliev

Lead Independent

Director

Walter C. Watkins Jr.

Independent Director

33%

Female and Members of

Underrepresented

Communities

67%

Independent

8.0 years

Average Tenure

Governed by a Highly Skilled

Board of Directors

Jonathan Veitch

Independent Director

Adam Portnoy

Managing Director

Matthew Jordan

Independent Director

Demonstrated Commitment to Sustainability

(1) Certifications as of December 31, 2025.

• Established strategies for public equity and private capital

– Implementing best practices for energy, water and

emissions conservation across commercial, industrial

and multifamily properties that align with value-add,

core, core plus and development portfolio strategies.

• Connected Buildings Platform

– RMR’s Connected Buildings platform leverages tools like

ESPM, Watchwire and Clockworks to drive energy

efficiency, benchmarking and compliance.

– Enables real-time monitoring so teams can track and

manage energy usage across properties, with a goal to

cover 90% of managed energy spend by 2028.

• Dedicated sustainability team

– Team consists of 6 professionals, predominantly

engineering professionals.

ENERGY STAR®

Certified Properties

BOMA 360

Recognized Properties

LEED Certified

Properties

Impact Through Action Enabling Client Efficiency

Green Building Certifications (1) 2025 Environmental Progress Highlights

• Zero Emissions Promise by 2050 for all RMR managed

properties.

– Reduce GHG emissions 50% per square foot by 2029

from 2019 baseline. Target validated by the Science

Based Target Initiative (SBTi).

– Achieve net zero emissions from operations by 2050.

• Water and Waste Goals compared to 2019 baseline.

– Reduce water consumption 25% by 2030.

– Achieve a 75% diversion rate from landfills by 2035.

• Clean Energy Transition

– Meeting and exceeding Building Performance Standards

requirements through cost-saving energy efficiency

measures, renewable energy certificates and on-site

renewables evaluations.

16.0%

Reduction in

Energy

Consumption from

2019 Baseline

21.8%

Reduction in Water

Consumption from

2019 Baseline

32.4%

Reduction from GHG

Emissions from 2019

Baseline

63.1%

Waste Diverted to

Recycling in 2025

Annual Sustainability Report

2025 Annual Sustainability Report

To access sustainability reports, visit RMR’s website at

www.rmrgroup.com/corporate-sustainability

Financials

For the Three Months Ended

December 31, 2025 September 30, 2025 December 31, 2024

Revenues:

Management services (1) $ 41,909 $ 44,286 $ 46,183

Incentive fees (2) 23,625 337 68

Advisory services 1,177 1,115 1,141

Total management, incentive and advisory services revenues 66,711 45,738 47,392

Income from loan investments, net 411 578 546

Rental property revenues 5,140 3,193 1,622

Reimbursable compensation and benefits 17,197 17,232 21,790

Reimbursable equity based compensation 1,335 4,544 (430)

Other reimbursable expenses 89,630 88,127 148,556

Total reimbursable costs 108,162 109,903 169,916

Total revenues 180,424 159,412 219,476

Expenses:

Compensation and benefits 37,448 38,512 42,562

Equity based compensation 1,955 5,842 126

Separation costs 1,379 1,743 —

Total compensation and benefits expense 40,782 46,097 42,688

General and administrative 9,948 10,336 11,284

Other reimbursable expenses 89,630 88,127 148,556

Rental property expenses 1,834 1,264 426

Transaction and acquisition related costs (recoveries) 1,458 (1,014) 787

Depreciation and amortization 4,687 3,741 2,347

Total expenses 148,339 148,551 206,088

Operating income $ 32,085 $ 10,861 $ 13,388

(dollars in thousands)

(1) Refer to page 9 for more information on how base business management fees earned from the Managed Equity REITs are calculated.

(2) During the three months ended December 31, 2025, we earned incentive fees of $17,905 and $5,679 under our business management agreements with DHC and ILPT,

respectively, based on common share total return, as defined in those agreements. These fees were paid in January 2026.

Substantially all revenues are earned from related parties.

GAAP RESULTS: CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended

December 31, 2025 September 30, 2025 December 31, 2024

Operating income $ 32,085 $ 10,861 $ 13,388

Interest income 535 1,082 1,556

Interest expense (2,647) (1,676) (699)

Change in fair value of Earnout liability 3,639 2,469 3,410

Loss on investments (1,661) (3,090) (1,071)

Loss on extinguishment of debt (452) — —

Income before income tax expense 31,499 9,646 16,584

Income tax expense (4,661) (2,064) (2,476)

Net income 26,838 7,582 14,108

Net income attributable to noncontrolling interests (14,648) (4,168) (7,728)

Net income attributable to The RMR Group Inc. $ 12,190 $ 3,414 $ 6,380

(dollars in thousands)

GAAP RESULTS: CONDENSED CONSOLIDATED STATEMENTS OF INCOME (ctd)

December 31, 2025 September 30, 2025

Assets

Cash and cash equivalents held by The RMR Group Inc. $ 18,829 $ 19,478

Cash and cash equivalents held by The RMR Group LLC 30,486 42,819

Due from related parties 109,948 79,703

Prepaid and other current assets 12,595 13,731

Loans held for investment, net — 36,963

Total current assets 171,858 192,694

Loans held for investment, net of current portion — 24,021

Property and equipment, net 227,454 228,655

Due from related parties, net of current portion 9,335 10,374

Investments 54,585 31,900

Goodwill 71,761 71,761

Intangible assets, net 23,938 26,136

Operating lease right of use assets 21,350 22,876

Deferred tax asset 12,547 13,181

Other assets, net 94,293 96,647

Total assets $ 687,121 $ 718,245

Liabilities and Equity

Reimbursable accounts payable and accrued expenses $ 50,909 $ 43,553

Accounts payable and accrued expenses 37,887 42,340

Operating lease liabilities 5,522 5,603

Secured financing facility, net — 26,326

Total current liabilities 94,318 117,822

Mortgage notes payable, net 136,450 136,168

Secured financing facility, net of current portion — 18,260

Operating lease liabilities, net of current portion 16,255 17,682

Amounts due pursuant to tax receivable agreement, net of current portion 15,926 15,926

Other liabilities 9,335 10,374

Total liabilities 272,284 316,232

Total equity 414,837 402,013

Total liabilities and equity $ 687,121 $ 718,245

(dollars in thousands)

GAAP RESULTS: CONDENSED CONSOLIDATED BALANCE SHEETS

Definitions

RMR presents certain “non-GAAP financial measures” within the meaning of the applicable rules of the SEC, including Adjusted Net Income Attributable to The RMR Group

Inc., Adjusted Net Income Attributable to The RMR Group Inc. per diluted share, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Distributable Earnings. The GAAP

financial measure that is most directly comparable to Adjusted Net Income Attributable to The RMR Group Inc. is net income attributable to The RMR Group Inc. The GAAP

financial measure that is most directly comparable to Adjusted Net Income Attributable to The RMR Group Inc. per diluted share is net income attributable to The RMR

Group Inc. per diluted share. The GAAP financial measure that is most directly comparable to EBITDA, Adjusted EBITDA and Distributable Earnings is net income and the

GAAP financial measure that is most directly comparable to Adjusted EBITDA Margin is net income margin, which represents net income divided by total revenues,

excluding reimbursable costs.

These non-GAAP financial measures do not represent net income, net income attributable to The RMR Group Inc., net income attributable to The RMR Group Inc. per

diluted share or cash generated by operating activities determined in accordance with GAAP, and should not be considered alternatives to net income, net income

attributable to The RMR Group Inc., net income attributable to The RMR Group Inc. per diluted share or net income margin determined in accordance with GAAP, as

indicators of RMR’s financial performance or as measures of its liquidity. Other asset management businesses may calculate these non-GAAP measures differently than

RMR does.

• Adjusted Net Income Attributable to The RMR Group Inc. RMR calculates Adjusted Net Income Attributable to The RMR Group Inc. and Adjusted Net Income

Attributable to The RMR Group Inc. per diluted share as net income attributable to The RMR Group Inc. and net income attributable to The RMR Group Inc. per diluted

share, respectively, excluding the effects of certain individually significant items occurring or impacting its financial results during the quarter that are not expected to

be regularly occurring, relate to a special project or initiatives or relate to gains or losses. RMR provides Adjusted Net Income Attributable to The RMR Group Inc. and

Adjusted Net Income Attributable to The RMR Group Inc. per diluted share for supplemental informational purposes in order to enhance the understanding of RMR’s

condensed consolidated statements of income and to facilitate a comparison of RMR’s current operating performance with its historical operating performance.

• Distributable Earnings is calculated as Adjusted EBITDA less tax distributions to members and is considered to be an appropriate measure of RMR’s operating

performance, along with net income attributable to The RMR Group Inc. RMR believes that Distributable Earnings provides useful information to investors because by

excluding amounts payable for tax obligations, it increases comparability between periods and more accurately reflects earnings that may be available for distribution to

shareholders. Distributable Earnings is among the factors RMR’s Board of Directors considers when determining shareholder dividends.

• Distributable Earnings per Share calculations are based on end of period shares outstanding and includes 15,000,000 Redeemable Class A Units of The RMR Group

LLC which are paired with RMR Inc's. Class B-2 common shares outstanding; actual dividends are paid to shareholders as of the applicable record date.

• Distribution Payout Ratio is calculated as distributions to shareholders from The RMR Group LLC divided by Distributable Earnings.

• EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are supplemental measures used to assess operating performance, along with net income, net income

attributable to The RMR Group Inc. and net income margin. RMR believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to

investors because by excluding the effects of certain amounts, such as non-cash or non-recurring items, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may

facilitate a comparison of current operating performance with RMR’s historical operating performance and with the performance of other asset management businesses.

RMR also believes that providing Adjusted EBITDA Margin may help investors assess RMR’s performance of its business by providing the margin that Adjusted EBITDA

represents to its contractual management and advisory fees (excluding incentive fees, if any).

NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS

• Assets Under Management (AUM) All references in this presentation to AUM on, or as of, a date are calculated at a point in time.

• AUM is calculated as: (i) the historical cost of real estate and related assets, excluding depreciation, amortization, impairment charges or other non-cash reserves, of

the Managed Equity REITs and certain Private Capital clients, plus (ii) the gross book value of real estate assets, property and equipment of AlerisLife and Sonesta,

excluding depreciation, amortization, impairment charges or other non-cash reserves, plus (iii) the carrying value of loans held for investment and real estate owned

by SEVN, plus (iv) the fair value of RMR Residential, both owned and third-party managed assets. Upon deconsolidation from a Managed Equity REIT, the respective

real estate and related assets are characterized as Private Capital and their historical cost represents the fair value of the real estate at the time of deconsolidation.

• Fee-Earning AUM is calculated (i) monthly for the Managed Equity REITs, based upon the lower of the average historical cost of each REIT's properties and its

average market capitalization, plus (ii) for all other clients and wholly owned properties, Fee-Earning AUM equals AUM and includes amounts that may differ from

the measures used for purposes of calculating fees under the terms of the respective management agreements.

For additional information on the calculation of AUM for purposes of the fee provisions of the business management agreements, see RMR's Annual Report on Form 10-

K for the fiscal year ended September 30, 2025, filed with the SEC. RMR's SEC filings are available at the SEC website: www.sec.gov.

• GAAP refers to U.S. generally accepted accounting principles.

• Managed Equity REITs refers to Diversified Healthcare Trust (DHC), Industrial Logistics Properties Trust (ILPT), Office Properties Income Trust (OPI) and Service

Properties Trust (SVC).

• Perpetual Capital refers to capital with an indefinite duration, which may be terminated under certain conditions, and includes the Managed Equity REITs and Seven

Hills Realty Trust (SEVN).

• Private Capital consists of AlerisLife Inc. (AlerisLife) through December 31, 2025, Sonesta International Hotels Corporation (Sonesta), residential real estate RMR

manages through RMR Residential and other private capital vehicles including ABP Trust and other private entities that own commercial real estate. Some of the

Managed Equity REITs own minority interests in certain of these entities. As of December 31, 2025, AlerisLife ceased operations, was in the process of winding-down its

operations, and transferred its management agreements with DHC for senior living communities to new operators.

• Termination Fee Calculation: The $1.4 billion total estimated termination fee is the sum of the termination fees calculated under each of the applicable business and

property management agreements based on the following assumptions: (a) assumed termination date of December 31, 2025; (b) for the Managed Equity REITs, monthly

future fees were based on actual fees earned by RMR over the 12 months preceding the assumed termination date divided by twelve and, for purposes of determining

present value, the monthly future fees were discounted using a rate equal to 1/12th of the sum of the applicable Treasury Rate for that future month plus 300bps.

Additionally, in the event the management agreement is terminated by SEVN without a cause event or by Tremont Realty Capital LLC for a material breach, SEVN will be

required to pay Tremont Realty Capital LLC a termination fee equal to (a) three times the sum of (i) the average annual base management fee and (ii) the average annual

incentive fee, in each case paid or payable to Tremont Realty Capital LLC during the 24 month period immediately preceding the most recently completed calendar

quarter prior to the date of termination or, if such termination occurs within 24 months of its initial commencement, the base management fee and the incentive fee will

be annualized for such two year period based on such fees earned by Tremont Realty Capital LLC during such period, plus (b) $1.6 million. In addition, the initial

organizational costs related to Tremont Mortgage Trust's formation and the costs of its initial public offering and the concurrent private placement that Tremont

Mortgage Trust had paid pursuant to its management agreement with Tremont Realty Capital LLC will be included in the “Termination Fee” under and as defined in

SEVN’s management agreement with Tremont Realty Capital LLC. No termination fee will be payable if the management agreement is terminated by SEVN for a cause

event or by Tremont Realty Capital LLC without SEVN’s material breach. The estimated termination fee is presented for illustrative purposes only based on the

assumptions described. Any actual termination fee may be higher or lower than the estimate depending on the actual calculation at the time, including then applicable

fees, the then applicable discount rate and other factors.

NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS (continued)

This presentation 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”, "opportunity", “will”, “may”, "positioned", "potential" and negatives or

derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: RMR's 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 RMR and RMR's clients' businesses from business cycles in the U.S. real estate

industry as well as economic and industry conditions, including interest rates; RMR's belief that it is possible to grow real estate based businesses in selected property types or geographic areas

despite national trends; RMR's liquidity, including its sufficiency to pursue a range of capital allocation strategies and fund RMR's operations and enhance its technology infrastructure and limit

risk exposure; RMR's future profitability; anticipated financial results, future prospects and estimated valuations and share prices; and RMR's sustainability practices.

Forward-looking statements reflect RMR’s current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors,

which could cause RMR's 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 RMR's revenues on a limited number of clients; the variability of its 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 its clients and the fees RMR receives from them; OPI's voluntary

chapter 11 process to restructure its debt obligations and capital structure, which may reduce RMR's management fee revenue over time and may result in reputational harm to RMR; potential

terminations of the management agreements with its clients; uncertainty surrounding interest rates and sustained high interest rates, which may impact RMR's clients and significantly reduce

RMR's revenues or impede its growth; RMR's dependence on the growth and performance of its clients; RMR's ability to obtain or create new clients for its business which is often dependent on

circumstances beyond RMR's control; the ability of RMR's 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; RMR's ability to successfully provide management services to its clients; RMR's ability to

maintain or increase the distributions RMR pays to its shareholders; RMR's ability to successfully pursue and execute capital allocation and new business strategies; RMR's ability to prudently

invest in its business to enhance its operations, services and competitive positioning; RMR's ability to successfully grow the RMR Residential business and realize RMR's expected returns on its

investment within the anticipated timeframe; RMR's ability to successfully integrate acquired businesses and realize the expected returns on its investments; the ability of Tremont to identify

and close suitable investments for SEVN and to monitor, service and administer existing investments; RMR's ability to obtain additional capital from third party investors for its private capital

initiatives in order to make additional investments and to increase potential returns; changes to RMR's operating leverage or client diversity; risks related to the security of RMR's network and

information technology; litigation risks; risks related to acquisitions, dispositions and other activities by RMR or among its clients; allegations, even if untrue, of any conflicts of interest arising

from RMR's management activities; RMR's ability to retain the services of its managing directors and other key personnel; RMR's and its clients’ risks associated with RMR's and its clients' costs

of compliance with laws and regulations, including securities regulations, exchange listing standards and other laws and regulations affecting public companies; and other matters.

These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in RMR's periodic filings. The information

contained in RMR’s filings with the Securities and Exchange Commission (SEC), including under the caption “Risk Factors” in its periodic reports, or incorporated therein, identifies important

factors that could cause differences from the forward-looking statements in this presentation. RMR’s filings with the SEC are available on the SEC’s website at www.sec.gov.

Disclaimer – Illustrative Valuation Analysis:

Any information contained in this presentation about sum of the parts (SOTP) and illustrative valuations is "forward-looking" and utilizes hypothetical data and several management assumptions

and estimates to provide an illustrative sum of the parts analysis and illustrative valuation estimates for RMR’s potential market valuation. It is important for readers to know that this illustrative

analysis is not intended to be a prediction of the performance of RMR, its subsidiaries, affiliates or segments or its securities. Actual results could differ materially due to a variety of factors,

including those discussed under “Risk Factors” in RMR’s periodic reports. In addition, a SOTP analysis is only one manner in which a company may be valued, and other parties may choose to

value RMR differently. This illustrative analysis was internally prepared and there can be no assurance that any consensus value for RMR will be in line with this illustrative analysis (and any such

consensus may be materially different). In addition, this illustrative analysis speaks only as of the date hereof. You are strongly encouraged to read RMR’s filings with the SEC for additional

information about RMR and certain important risks and other factors that could affect RMR’s performance.

You should not place undue reliance on forward-looking statements. Except as required by law, RMR does not intend to update or change any forward-looking statements as a result of new

information, future events or otherwise.

Warning Regarding Forward-Looking Statements

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458

RMRGROUP.COM

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dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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