RMR GROUP INC.

RMR Group Inc.

Overview

RMR Group Inc. is a Maryland holding company whose operations are conducted primarily through its majority-owned subsidiary, The RMR Group LLC (RMR LLC). RMR Inc. is the sole managing member of RMR LLC and holds its principal assets through interests in RMR LLC. The company functions as a holding and management platform that receives distributions and fees from the activities of RMR LLC.

Core business lines

• Management and advisory services to managed real estate platforms and private capital clients:
  • Four publicly traded Managed Equity REITs:
    • Diversified Healthcare Trust (DHC)
    • Industrial Logistics Properties Trust (ILPT)
    • Office Properties Income Trust (OPI)
    • Service Properties Trust (SVC)
  • Tremont Realty Capital LLC provides advisory services to Seven Hills Realty Trust (SEVN), a publicly traded mortgage REIT, and may advise private funds that invest in real estate debt.
  • RMR Residential and other private capital clients (including ABP Trust and related entities) receive management, property management, and investment management support.
  • Advisory and management engagements with Sonesta International Hotels Corporation and AlerisLife Inc. (AlerisLife is in a wind-down period managed by RMR LLC).
• Residential and real estate asset management:
  • RMR Residential manages residential properties and co-investments for private funds and joint ventures, including property management and related services.
• Private capital and advisory services:
  • Private funds and co-investments managed by Tremont and related entities provide additional advisory and investment program services.

Clients and scale

• Managed Equity REITs comprise the core public client base.
• Tremont advises SEVN and may advise other private funds.
• Private capital clients include ABP Trust and other private entities; the firm also has ongoing arrangements with Sonesta and AlerisLife.

Assets under management (AUM)

• Total AUM as of Sept 30, 2026: $36.8 billion.
• Private Capital AUM as of Sept 30, 2026: $11.9 billion (an increase of $10.6 billion since Sept 30, 2021).
• The client portfolio spans multiple asset classes and geographies across the Managed Equity REITs, SEVN, and private capital funds.

People and facilities

• RMR LLC employs over 800 real estate professionals.
• Office footprint: more than 30 offices across the United States; approximately 38% of employees work in corporate offices and 62% in field offices.
• Properties directly owned by RMR LLC include one retail property near Chicago (~204,000 rentable square feet) and three residential properties totaling about 781 units in three states.

Financial highlights (fiscal year ended Sept 30, 2026)

• Revenue mix: Management and advisory revenues (excluding incentive fees) were 71.4% from the Managed Equity REITs.
• Net cash provided by operating activities: $72.4 million.
• Net income: $23.9 million.
• Dividend: Regular quarterly cash dividend of $0.45 per share ($1.80 per share per year), described as covered by cash flows and liquidity.
• Revenue dynamics: Base management fees and incentive fees are tied to assets, enterprise value, and performance of managed REITs and private capital clients; performance of the Managed Equity REITs has a material influence on total revenue.

Ownership and corporate structure

• RMR Inc. is the holding company and sole managing member of RMR LLC.
• Ownership as of Sept 30, 2026:
  • ABP Trust owns 46.6% of the economic interest in RMR LLC via 15,000,000 redeemable Class A Units.
  • RMR Inc. owns approximately 53.4% of the economic interest in RMR LLC via 16,213,499 Class A Units and 1,000,000 Class B Units.
  • Adam Portnoy (Chair of the Board and CEO) beneficially owns, including through ABP Trust, 273,126 Class A Common Shares and all outstanding Class B-1 and Class B-2 Common Shares of RMR Inc.
• Related-party arrangements:
  • A Tax Receivable Agreement with ABP Trust may require payments from RMR Inc. to ABP Trust under certain scenarios.
  • Related-party transactions exist with ABP Trust, SEVN, Sonesta, AlerisLife, and other clients; the company discloses and monitors these arrangements as part of governance and risk management.

Strategy and positioning

• Growth is driven by expanding services to existing clients, diversifying the client base, and sourcing new capital for growth, including private capital and seeding new clients.
• The firm operates a vertically integrated platform covering acquisitions, leasing, operations, capital recycling, and asset management, with a history dating to 1986.
• The company aligns interests between management and shareholders through ownership structures and fee arrangements, while management agreements and client performance can create revenue volatility and termination risk.

Summary

RMR Group Inc. is a holding company that manages The RMR Group LLC, which provides comprehensive management, asset management, and advisory services to a concentrated group of large real estate clients, including four public REITs and a growing private capital franchise. The firm’s fee and incentive structures, national workforce, and diversified portfolio of managed assets provide its primary sources of revenue and cash flow.