Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2024

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

Commission file number 001-37616

THE RMR GROUP INC.

(Exact Name of Registrant as Specified in Its Charter)


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

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

(Address of Principal Executive Offices) (Zip Code)

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

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

Title Of Each Class

Trading Symbol

Name Of Each Exchange On Which Registered

Class A common stock, $0.001 par value per share

RMR

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

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

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

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of July 29, 2024, there were 15,724,803 shares of Class A common stock, par value $0.001 per share, 1,000,000 shares of Class B-1 common stock, par value $0.001 per share, and 15,000,000 shares of Class B-2 common stock, par value $0.001 per share outstanding.

Table of Contents

THE RMR GROUP INC.

FORM 10-Q

June 30, 2024

Table of Contents


		Page
PART I.	Financial Information

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets — June 30 , 2024 and September 30, 2023	3

	Condensed Consolidated Statements of Income — Three and Nine Months Ended June 30 , 2024 and 2023	4

	Condensed Consolidated Statements of Shareholders’ Equity — Three and Nine Months Ended June 3 0 , 2024 and 2023	5

	Condensed Consolidated Statements of Cash Flows — Nine Months Ended June 30 , 2024 and 2023	7

	Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

	Warning Concerning Forward-Looking Statements	37

PART II.	Other Information

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 6.	Exhibits	39

	Signatures	40

Table of Contents

PART I. Financial Information

Item 1. Financial Statements

The RMR Group Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

(unaudited)


	June 30,		September 30,
	2024		2023
Assets
Cash and cash equivalents held by The RMR Group Inc.	$	25,368	$	26,802
Cash and cash equivalents held by The RMR Group LLC	182,608		241,187
Due from related parties	98,697		111,323
Prepaid and other current assets	8,616		6,997
Total current assets	315,289		386,309



Property and equipment, net of accumulated depreciation of $3,421 and $3,212, respectively	15,910		5,446
Due from related parties, net of current portion	4,882		7,261


Equity method investments	21,658		18,651

Goodwill	71,620		1,859
Intangible assets, net of accumulated amortization of $2,876 and $983, respectively	19,593		167

Operating lease right of use assets	28,254		29,032
Deferred tax asset	16,675		18,220
Other assets, net of accumulated amortization of $85,386 and $78,324, respectively	108,417		115,479
Total assets	$	602,298	$	582,424

Liabilities and Equity

Reimbursable accounts payable and accrued expenses	$	64,618	$	77,924



Accounts payable and accrued expenses	42,614		22,578
Current portion of Earnout liability	2,591		—
Operating lease liabilities	6,017		5,068
Total current liabilities	115,840		105,570


Operating lease liabilities, net of current portion	23,052		25,044
Amounts due pursuant to tax receivable agreement, net of current portion	20,886		20,886
Employer compensation liability, net of current portion	4,882		7,261
Earnout liability, net of current portion	11,192		—

Mortgage note payable	4,789		—
Total liabilities	180,641		158,761

Commitments and contingencies

Equity:
Class A common stock, $0.001 par value; 31,950,000 shares authorized; 15,729,473 and 15,712,007 shares issued and outstanding, respectively	16		16
Class B-1 common stock, $0.001 par value; 1,000,000 shares authorized, issued and outstanding	1		1
Class B-2 common stock, $0.001 par value; 15,000,000 shares authorized, issued and outstanding	15		15
Additional paid in capital	118,454		116,010
Retained earnings	430,890		413,096

Cumulative common distributions	(309,969)		(289,072)
Total shareholders’ equity	239,407		240,066
Noncontrolling interest in The RMR Group LLC	181,833		183,597
Noncontrolling interest in consolidated entity	417		—
Total noncontrolling interests	182,250		183,597
Total equity	421,657		423,663
Total liabilities and equity	$	602,298	$	582,424

See accompanying notes.

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The RMR Group Inc.

Condensed Consolidated Statements of Income

(amounts in thousands, except per share amounts)

(unaudited)


	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Revenues:
Management services	$	47,769	$	45,872	$	141,323	$	141,490

Termination and incentive fees	370		45,474		729		45,474
Advisory services	1,127		1,141		3,378		3,371
Total management, termination, incentive and advisory services revenues	49,266		92,487		145,430		190,335
Reimbursable compensation and benefits	22,786		15,235		62,243		44,441
Reimbursable equity based compensation	1,088		1,622		3,657		7,143
Other reimbursable expenses	132,339		170,881		473,569		497,465
Total reimbursable costs	156,213		187,738		539,469		549,049

Total revenues	205,479		280,225		684,899		739,384
Expenses:
Compensation and benefits	45,031		34,239		123,971		102,039
Equity based compensation	1,614		2,100		5,143		8,719
Separation costs	771		1,064		4,725		2,002
Total compensation and benefits expense	47,416		37,403		133,839		112,760
General and administrative	11,404		9,575		32,556		28,198
Other reimbursable expenses	132,339		170,881		473,569		497,465
Transaction and acquisition related costs	915		1,196		7,230		1,196
Depreciation and amortization	1,234		281		2,880		821
Total expenses	193,308		219,336		650,074		640,440
Operating income	12,171		60,889		34,825		98,944
Change in fair value of Earnout liability	1,064		—		764		—
Interest income	2,638		2,833		8,669		6,837



Gain on equity method investments	188		663		4,800		23,513
Income before income tax expense	16,061		64,385		49,058		129,294
Income tax expense	(3,657)		(9,214)		(8,415)		(18,581)
Net income	12,404		55,171		40,643		110,713

Net income attributable to noncontrolling interest in The RMR Group LLC	(7,482)		(30,530)		(22,876)		(61,262)
Net loss attributable to noncontrolling interest in consolidated entity	13		—		27		—
Net income attributable to The RMR Group Inc.	$	4,935	$	24,641	$	17,794	$	49,451

Weighted average common shares outstanding - basic	16,542		16,435		16,522		16,416
Weighted average common shares outstanding - diluted	16,542		16,435		16,522		31,431

Net income attributable to The RMR Group Inc. per common share - basic	$	0.29	$	1.48	$	1.06	$	2.98
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.29	$	1.48	$	1.06	$	2.97

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

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The RMR Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(dollars in thousands)

(unaudited)


															Noncontrolling Interests in:
	Class A Common Stock		Class B-1 Common Stock		Class B-2 Common Stock		Additional Paid In Capital		Retained Earnings		Cumulative Common Distributions		Total Shareholders' Equity		The RMR Group LLC		Consolidated Entity		Total Equity
Balance at September 30, 2023	$	16	$	1	$	15	$	116,010	$	413,096	$	(289,072)	$	240,066	$	183,597	$	—	$	423,663

Share awards, net	—		—		—		588		—		—		588		—		—		588
Net income	—		—		—		—		6,997		—		6,997		8,531		(2)		15,526

Tax distributions to member	—		—		—		—		—		—		—		(4,102)		—		(4,102)
Common share distributions	—		—		—		—		—		(6,684)		(6,684)		(4,800)		—		(11,484)
Acquisition of MPC Partnership Holdings LLC	—		—		—		—		—		—		—		—		444		444
Balance at December 31, 2023	16		1		15		116,598		420,093		(295,756)		240,967		183,226		442		424,635
Share awards, net	—		—		—		1,356		—		—		1,356		—		—		1,356
Net income	—		—		—		—		5,862		—		5,862		6,863		(12)		12,713
Tax distributions to member	—		—		—		—		—		—		—		(3,059)		—		(3,059)
Common share distributions	—		—		—		—		—		(6,684)		(6,684)		(4,800)		—		(11,484)
Balance at March 31, 2024	16		1		15		117,954		425,955		(302,440)		241,501		182,230		430		424,161
Share awards, net	—		—		—		500		—		—		500		—		—		500
Net income	—		—		—		—		4,935		—		4,935		7,482		(13)		12,404
Tax distributions to member	—		—		—		—		—		—		—		(3,079)		—		(3,079)
Common share distributions	—		—		—		—		—		(7,529)		(7,529)		(4,800)		—		(12,329)
Balance at June 30, 2024	$	16	$	1	$	15	$	118,454	$	430,890	$	(309,969)	$	239,407	$	181,833	$	417	$	421,657

See accompanying notes.

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The RMR Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Continued)

(dollars in thousands)

(unaudited)


															Noncontrolling Interests in:
	Class A Common Stock		Class B-1 Common Stock		Class B-2 Common Stock		Additional Paid In Capital		Retained Earnings		Cumulative Common Distributions		Total Shareholders' Equity		The RMR Group LLC		Consolidated Entity		Total Equity
Balance at September 30, 2022	$	16	$	1	$	15	$	113,136	$	355,949	$	(262,496)	$	206,621	$	163,118	$	—	$	369,739
Share awards, net	—		—		—		594		—		—		594		—		—		594
Net income	—		—		—		—		6,337		—		6,337		7,903		—		14,240

Tax distributions to member	—		—		—		—		—		—		—		(3,839)		—		(3,839)
Common share distributions	—		—		—		—		—		(6,642)		(6,642)		(4,800)		—		(11,442)

Balance at December 31, 2022	16		1		15		113,730		362,286		(269,138)		206,910		162,382		—		369,292
Share awards, net	—		—		—		1,015		—		—		1,015		—		—		1,015
Net income	—		—		—		—		18,473		—		18,473		22,829		—		41,302
Tax distributions to member	—		—		—		—		—		—		—		(4,545)		—		(4,545)
Common share distributions	—		—		—		—		—		(6,641)		(6,641)		(4,800)		—		(11,441)
Balance at March 31, 2023	16		1		15		114,745		380,759		(275,779)		219,757		175,866		—		395,623
Share awards, net	—		—		—		734		—		—		734		—		—		734
Net income	—		—		—		—		24,641		—		24,641		30,530		—		55,171
Tax distributions to member	—		—		—		—		—		—		—		(14,715)		—		(14,715)
Common share distributions	—		—		—		—		—		(6,648)		(6,648)		(4,800)		—		(11,448)
Balance at June 30, 2023	$	16	$	1	$	15	$	115,479	$	405,400	$	(282,427)	$	238,484	$	186,881	$	—	$	425,365

See accompanying notes.

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The RMR Group Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)


	Nine Months Ended June 30,
	2024		2023
Cash Flows from Operating Activities:
Net income	$	40,643	$	110,713
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	2,880		821
Straight line office rent	(265)		(235)
Amortization expense related to other assets	7,062		7,062
Provision (benefit) for deferred income taxes	1,545		(1,466)
Change in fair value of Earnout liability	(764)		—
Operating expenses paid in The RMR Group Inc. common shares	2,594		2,522


Distributions from investments	1,793		1,623
Gain on equity method investments	(4,800)		(23,513)

Changes in assets and liabilities:
Due from related parties	17,757		243

Prepaid and other current assets	(246)		(1,114)
Reimbursable accounts payable and accrued expenses	(13,306)		(5,958)
Accounts payable and accrued expenses	12,176		22,994
Net cash from operating activities	67,069		113,692

Cash Flows from Investing Activities:
Acquisition of MPC Partnership Holdings LLC, net of cash acquired	(78,771)		—
Purchase of property and equipment	(2,624)		(3,227)


Proceeds from sale of TravelCenters of America Inc. common shares	—		53,479
Net cash (used in) provided by investing activities	(81,395)		50,252

Cash Flows from Financing Activities:
Distributions to noncontrolling interests	(24,640)		(37,499)
Distributions to common shareholders	(20,897)		(19,931)
Repurchase of common shares	(150)		(179)



Net cash used in financing activities	(45,687)		(57,609)


(Decrease) increase in cash and cash equivalents	(60,013)		106,335
Cash and cash equivalents at beginning of period	267,989		189,088
Cash and cash equivalents at end of period	$	207,976	$	295,423

Supplemental Disclosures:
Income taxes paid	$	8,362	$	16,978

Non-cash investing and financing activities:
Recognition of right of use assets and related lease liabilities	$	3,157	$	4,119

Recognition of Earnout liability	$	14,547	$	—
Write-off of fully depreciated property and equipment	$	778	$	391
Assumption of mortgage note payable	$	5,429	$	—

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RMR Group Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

(dollars in thousands)

(unaudited)

Supplemental Reconciliation of Cash and Cash Equivalents:

The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows:


	June 30,
	2024		2023
Cash and cash equivalents held by The RMR Group Inc.	$	25,368	$	25,897
Cash and cash equivalents held by The RMR Group LLC	182,608		269,526
Total cash and cash equivalents shown in the statements of cash flows	$	207,976	$	295,423

See accompanying notes.

The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

Note 1. Organization

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

As of June 30, 2024, RMR Inc. owned 15,729,473 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 52.7% of the economic interest of RMR LLC as of June 30, 2024. 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 47.3% of the economic interest of RMR LLC as of June 30, 2024, which is presented as noncontrolling interest in The RMR Group LLC within the condensed consolidated financial statements. Adam D. Portnoy, the Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee of ABP Trust, and owns all of ABP Trust’s voting securities.

RMR LLC provides management services to four publicly traded equity real estate investment trusts, or REITs: Diversified Healthcare Trust, or DHC, which owns medical office and life science properties, senior living communities 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 hotels and service-focused retail net lease properties. 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. Tremont may also act as a transaction broker for non-investment advisory clients for negotiated fees, which we refer to as the Tremont business.

RMR LLC also provided management services to TravelCenters of America Inc., or TA, until it was acquired by BP Products North America Inc., or BP, on May 15, 2023. TA, a publicly traded operating company until the time BP acquired it, operates and franchises travel centers primarily along the United States, or U.S., interstate highway system, many of which are owned by SVC, and standalone truck service facilities. The Managed Equity REITs, SEVN, and until May 15, 2023, TA, are collectively referred to as the Perpetual Capital clients.

RMR LLC provides management services to AlerisLife Inc., or AlerisLife, an operator of senior living communities, many of which are owned by DHC, and Sonesta International Hotels Corporation, or Sonesta, a privately owned franchisor and operator of hotels, resorts and cruise ships in the United States, Latin America, the Caribbean and the Middle East, and many of the U.S. hotels that Sonesta operates are owned by SVC.

On December 19, 2023, or the Acquisition Date, RMR LLC acquired MPC Partnership Holdings LLC, or MPC, or the Acquisition. In connection with the Acquisition, RMR LLC started providing management services through MPC and its subsidiaries to multiple private funds 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 MPC and its subsidiaries are presented as RMR Residential in these condensed consolidated financial statements. For additional information regarding the Acquisition, see Note 3, Acquisition of MPC Partnership Holdings LLC.

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 own minority equity interests. These other private clients, along with AlerisLife, Sonesta and clients of RMR Residential are collectively referred to as the Private Capital clients.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Note 2. Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, or our 2023 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.

We report our results in a single reportable segment, which reflects how our chief operating decision maker, or the CODM, allocates resources and evaluates our financial results. 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 purchase price allocations, useful lives of intangibles and the fair value of certain assets and liabilities. The actual results could differ from these estimates.

Recent Accounting Pronouncements

Segments. On November 27, 2023, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Accounting Standards Codification, or ASC, 280, Segment Reporting, or ASC 280, in interim periods; and iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. Public entities with a single reportable segment must apply all the disclosure requirements of ASU No. 2023-07, as well as all the existing segment disclosures under ASC 280. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our consolidated financial statements and disclosures.

Income Taxes. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its 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. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our consolidated financial statements and disclosures.

Note 3. Acquisition of MPC Partnership Holdings LLC

On the Acquisition Date, RMR LLC acquired all of the issued and outstanding equity interests of MPC, excluding certain assets (including co-investment interests of legacy investment funds managed by MPC and the rights to future distributions and income allocations in respect of such interests) and liabilities (including liabilities related to such excluded assets), for $80,000 in cash, subject to customary adjustments for cash, debt, transaction expenses and working capital at closing, which are expected to be finalized during this fiscal year, plus up to an additional $20,000 subject to the deployment of remaining capital commitments in investment funds managed by MPC prior to the end of such funds’ investment period, or the Earnout. In addition to the Earnout, we agreed to pay retention payments to certain employees of MPC in an aggregate amount of $4,200 for their continued employment through December 31, 2025, or the Retention Payments. The Retention Payments are recognized as transaction and acquisition related costs and are forfeitable upon termination of employment prior to the end of the service period.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

The Earnout represents contingent consideration of the Acquisition. The fair value of the Earnout was determined using a Monte Carlo simulation model based on significant unobservable inputs (Level 3), including management’s estimates of the deployment of capital remaining in investment funds managed by MPC, adjusted for historical volatility of similar transactions, and a discount rate based on credit ratings of companies similar to RMR LLC. For additional information, see Note 7, Fair Value of Financial Instruments.

The following table summarizes the consideration transferred as of the Acquisition Date, excluding transaction costs:


Cash consideration paid by RMR LLC	$	84,474
Earnout	14,547
Total consideration	$	99,021

The Acquisition was accounted for as a business combination under the FASB ASC Topic 805, Business Combinations. The purchase price has been allocated to the assets acquired and liabilities assumed based on estimates of fair values as of the Acquisition Date. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the Acquisition Date.

Goodwill of $69,762 has been recognized based on the amount that the purchase price exceeds the fair value of the net identifiable assets acquired less the amounts attributable to noncontrolling interests in consolidated entity. Goodwill is expected to be deductible for income tax purposes and is primarily attributable to the workforce of the acquired business and synergies that can be achieved subsequent to the Acquisition.

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Acquisition Date:


Assets acquired:
Cash and cash equivalents	$	5,703

Real estate	8,460
Due from related parties	6,788
Prepaid and other current assets	1,373
Intangible assets:
Property management and investment management agreements	13,694
Trade name	5,047
Investor relationships	1,874
Acquired leases	703
Total intangible assets	21,318

Total assets acquired	43,642
Liabilities assumed:
Mortgage note payable	4,726


Other liabilities	9,213
Total liabilities	13,939
Net identifiable assets acquired	29,703
Noncontrolling interests in consolidated entity	(444)
Goodwill	69,762
Total consideration	$	99,021

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Real estate, acquired leases and mortgage note payable

We acquired a 90.0% economic ownership interest in 260 Woodstock Investor, LLC, a mixed-use apartment complex located in Woodstock, GA, or the Woodstock Property. The allocation of the fair value of the Woodstock Property and related acquired leases as of the Acquisition Date is as follows:


Land	$	1,400
Building and improvements	7,060
Acquired leases	703
Total real estate and acquired leases	$	9,163

We determined the fair value of the Woodstock Property and related acquired leases using Level 3 inputs and standard industry valuation methods, including discounted cash flow analyses and sales comparisons. Building and improvements had a remaining useful life of 25 years and the weighted average amortization period for acquired leases was 2.9 years as of the Acquisition Date.

A mortgage note payable with an acquisition date fair value of $4,726 and an aggregate principal amount outstanding of $5,429 is secured by the Woodstock Property, bears interest at a fixed rate of 3.71% per annum and matures in August 2029. Interest only payments are due on a monthly basis until September 2025, at which time payments of principal and interest are due monthly until the loan matures in August 2029. We determined the fair value of the mortgage note payable by discounting the expected cash flows at a rate comparable with interest rates for similar debt as of the Acquisition Date (Level 3 inputs). Principal payments due during the next five fiscal years are: $0 in 2024, $8 in 2025, $98 in 2026, $102 in 2027 $5,221 in 2028 and thereafter.

The Woodstock Property is consolidated in these condensed consolidated financial statements. The Woodstock Property is included in property and equipment, net, and the related acquired leases are included in goodwill and intangibles assets, net of amortization, in our condensed consolidated balance sheets. The Acquisition Date fair value of the noncontrolling interest in the Woodstock Property (10% ownership we did not acquire) of $444 is reflected in noncontrolling interests in consolidated entity in our condensed consolidated balance sheets.

Property management and investment management agreements

As of the Acquisition Date, MPC managed 66 properties, including 14 in which MPC did not have an economic ownership interest in, or the Third Party Managed Properties, through its property management agreements and managed four funds through its investment management agreements. The property management agreements may be terminated upon written notice and generally provide for property management fees ranging from 2.5% to 3.5% of gross collected rents, construction management fees of 5.0% of construction costs and reimbursement of costs incurred to manage the properties. The investment management agreements generally provide for fees that are based on the lesser of a percentage of invested capital and a fixed fee ranging from $100 to $200 annually. The weighted average remaining useful life of these agreements was 5.6 years.

Trade name

MPC operates many of its residential properties under the trade name ARIUM. We concluded this asset has an indefinite life.

Investor relationships

MPC has relationships with institutional investors that have invested in, and may continue to invest in, the funds managed by MPC. The weighted average remaining useful life of these relationships was 5.0 years.

Managed funds

As of the Acquisition Date and pursuant to the Equity Purchase Agreement, dated as of July 29, 2023, by and among RMR LLC, MPC, and the sellers and seller owners set forth therein, we managed four funds that invest in residential real estate. Three of the four funds have no unfunded capital commitments remaining. As of the Acquisition Date, CARROLL Multifamily Venture VII, LP, or Fund VII, had $208,026 in unfunded capital commitments remaining from total capital commitments of $342,825. In the future, we will be eligible to participate in distributions and profits interests on investments from capital

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

commitments we provide to Fund VII, or Investment Interest; however, we had no Investment Interest in Fund VII as of the Acquisition Date, and as of the Acquisition Date, we had no obligations nor rights to any distributions or profits interests from investments of capital contributed on or prior to the Acquisition Date.

As of June 30, 2024, we have not contributed any capital to Fund VII or any of the other funds we manage. Accordingly, the results of such funds are not reflected in our condensed consolidated financial statements.

Pro Forma Financial Information

Unaudited pro forma financial information for the three and nine months ended June 30, 2024 and 2023, is presented below. Pro forma financial information presented does not include adjustments related to the Earnout or to reflect any potential synergies that may be achievable in connection with the Acquisition. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of future operations or results had the Acquisition been completed as of October 1, 2022.


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Total revenues	$	205,479	$	297,137	$	696,517	$	790,120
Net income	13,092		50,116		37,556		89,671
Net income attributable to The RMR Group Inc.	5,238		22,426		16,430		80,090

The amounts above reflect certain pro forma adjustments that were directly attributable to the Acquisition as follows:

•adjustments to eliminate the revenues and expenses attributable to certain assets and liabilities of MPC excluded from the Acquisition, including co-investment interests of investment funds owned by MPC and the rights to future distributions and income allocations of those co-investment interests, and the liabilities related to such assets;

•adjustments to amortize the intangible assets recognized as a result of the Acquisition;

•adjustments to the historical depreciation of MPC’s property and equipment to reflect the depreciation resulting from the fair value measurement of such property and equipment;

•adjustments to interest expense resulting from the fair value measurement of the mortgage note payable; and

•adjustments to reflect the related transaction costs of $6,887 as if they had occurred as of October 1, 2022.

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.

Management Agreements with the Managed Equity REITs

We are party to a business management and a property management agreement with each Managed Equity REIT. The following is a summary of the fees we earn pursuant to our business management agreements with the Managed Equity REITs. For a summary of the fees we earn pursuant to our property management agreements with the Managed Equity REITs, see Property Management Agreements, below.

Base Business Management Fees — We earn annual base business management fees from the Managed Equity REITs by providing continuous services pursuant to business management agreements equal to the lesser of:

•the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250,000, plus (c) 0.5% of the average invested capital exceeding $250,000; and

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

•the sum of (a) 0.7% of the average market capitalization, as defined in the applicable business management agreement, up to $250,000, plus (b) 0.5% of the average market capitalization exceeding $250,000.

The foregoing base business management fees are paid in cash monthly in arrears.

We earned aggregate base business management fees from the Managed Equity REITs of $20,604 and $21,037 for the three months ended June 30, 2024 and 2023, respectively, and $63,400 and $63,894 for the nine months ended June 30, 2024 and 2023, respectively.

Incentive Business Management Fees — We also may earn annual incentive business management fees from the Managed Equity REITs under the business management agreements. The incentive business management fees, which are payable in cash, are contingent performance based fees recognized only when earned at the end of each respective measurement period. Incentive business management fees are excluded from the transaction price until it becomes probable that there will not be a significant reversal of cumulative revenue recognized.

The incentive business management fees are calculated for each Managed Equity REIT as 12.0% of the product of (a) the equity market capitalization of the Managed Equity REIT, as defined in the applicable business management agreement, on the last trading day of the year immediately prior to the relevant measurement period and (b) the amount, expressed as a percentage, by which the Managed Equity REIT’s total return per share, as defined in the applicable business management agreement, exceeded the applicable benchmark total return per share, as defined in the applicable business management agreement, of a specified REIT index identified in the applicable business management agreement for the measurement period, as adjusted for net share issuances during the period and subject to caps on the values of the incentive fees. The measurement period for the annual incentive business management fees is defined as the three year period ending on December 31 of the year for which such fee is being calculated.

We did not earn incentive business management fees from the Managed Equity REITs for calendar years 2023 or 2022.

Other Management Agreements

We earn management fees by providing continuous services pursuant to the management agreements with ABP Trust regarding AlerisLife; with Sonesta and, until May 15, 2023, with TA; equal to 0.6% of: (i) in the case of AlerisLife, AlerisLife’s revenues from all sources reportable under GAAP, less any revenues reportable by AlerisLife with respect to properties for which it provides management services, plus the gross revenues at those properties determined in accordance with GAAP, payable in cash monthly in arrears; (ii) in the case of Sonesta, Sonesta’s estimated revenues from all sources reportable under GAAP, less any estimated revenues reportable by Sonesta with respect to hotels for which it provides management services, plus the estimated gross revenues at those hotels determined in accordance with GAAP, payable in cash monthly in advance; and (iii) in the case of TA, the sum of TA’s gross fuel margin, as defined in the applicable agreement, plus TA’s total nonfuel revenues, payable in cash monthly in advance.

We also earn management fees from certain other Private Capital clients based on a percentage of average invested capital, as defined in the applicable management agreements. These management fees are payable in cash monthly in arrears.

We earned aggregate base business management fees from TA and the Private Capital clients of $7,226 and $9,134 for the three months ended June 30, 2024 and 2023, respectively, and $20,521 and $29,874 for the nine months ended June 30, 2024 and 2023, respectively. In addition, in connection with BP’s acquisition of TA on May 15, 2023, TA terminated its business management agreement with us and paid us the applicable termination fee of $45,282.

Property Management Agreements

We earn property management fees by providing continuous services pursuant to property management agreements with the Managed Equity REITs, SEVN, RMR Residential and certain Private Capital clients. We generally earn fees under these agreements between 2.5% to 3.5% of gross collected rents. Also, under the terms of the property management agreements, we receive additional fees for construction supervision services up to 5.0% of the cost of such construction. In addition, we earn fees under our RMR Residential property management agreements for providing certain marketing, information technology and other management services, as defined in the applicable management agreements, and the related costs are included in general and administrative expenses in our condensed consolidated financial statements. These management fees are payable in cash monthly in arrears.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

For the three months ended June 30, 2024 and 2023, we earned aggregate property management fees of $19,939 and $15,649, respectively, including construction supervision fees of $3,567 and $4,418, respectively. For the nine months ended June 30, 2024 and 2023, we earned aggregate property management fees of $57,402 and $47,670, respectively, including construction supervision fees of $12,449 and $14,120, respectively.

Management Agreements with Advisory Clients

Tremont is primarily compensated pursuant to its management agreement with SEVN at an annual rate of 1.5% of equity, as defined in the applicable agreement. Tremont may also earn an incentive fee under its management agreement with SEVN equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) core earnings, as defined in the agreement, for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (B) the product of (1) equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (2) 7% per year and (b) the sum of any incentive fees paid to Tremont with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No incentive fee shall be payable with respect to any calendar quarter unless core earnings for the 12 most recently completed calendar quarters in the aggregate is greater than zero. The incentive fee may not be less than zero. Tremont earned incentive fees from SEVN of $370 and $729 for the three and nine months ended June 30, 2024, respectively, and $192 for both the three and nine months ended June 30, 2023.

We earned advisory services revenue of $1,127 and $1,141 for the three months ended June 30, 2024 and 2023, respectively, and $3,378 and $3,371 for the nine months ended June 30, 2024 and 2023, respectively.

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.

Reimbursable Compensation and Benefits — Reimbursable compensation and benefits include 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. We recognize the revenue for reimbursements when we incur the related reimbursable compensation and benefits expense on behalf of our clients.

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. The revenue in respect of each award is based on the fair value as of the award date for those shares that have vested, with subsequent changes in the fair value of the unvested awards being recognized in our condensed consolidated statements of income over the requisite service periods. We record an equal, offsetting amount as equity based compensation expense for the value of these awards.

Other Reimbursable Expenses — Other reimbursable expenses include reimbursements that arise from services we provide pursuant to our property management agreements, which include third party costs related to matters such as maintenance and repairs, development costs, security and cleaning services, a significant portion of which are charged or passed through to and paid by tenants of our clients.

Note 5. Equity Method Investments

Seven Hills Realty Trust

As of June 30, 2024, Tremont owned 1,708,058, or approximately 11.5%, 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 equity method investment in SEVN and determine 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 June 30, 2024 and September 30, 2023, based on quoted market prices, was $21,658 and $18,651, respectively. The unrealized gain in our condensed consolidated statements of income related to our investment in SEVN was $188 and $974 for the three months

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

ended June 30, 2024 and 2023, respectively, and $4,800 and $3,571 for the nine months ended June 30, 2024 and 2023, respectively. We received distributions from SEVN of $598 for each of the three months ended June 30, 2024 and 2023, and $1,793 and $1,623 for the nine months ended June 30, 2024 and 2023, respectively.

TravelCenters of America Inc.

Until BP acquired TA on May 15, 2023, we owned 621,853, or approximately 4.1%, of TA’s outstanding common shares, that had a cost of $13,701. We previously accounted for our investment in TA using the equity method of accounting because we were deemed to exert significant influence, but not control, over TA’s most significant activities. Under the fair value option, we determined fair value using the closing price of TA’s common shares as of the end of the period, which was a Level 1 fair value input, and recorded changes in fair value in earnings in our condensed consolidated statements of income. We recorded net gains and losses in our condensed consolidated statements of income related to our investment in TA of ($311) and $19,942 for the three and nine months ended June 30, 2023, respectively.

Note 6. 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.

For the three months ended June 30, 2024 and 2023, we recognized estimated income tax expense of $3,657 and $9,214, respectively, which includes $1,557 and $6,751, respectively, of U.S. federal income tax and $2,100 and $2,463, respectively, of state income taxes. For the nine months ended June 30, 2024 and 2023, we recognized estimated income tax expense of $8,415 and $18,581, respectively, which includes $4,904 and $13,614, respectively, of U.S. federal income tax and $3,511 and $4,967, respectively, of state income taxes.

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


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Income taxes computed at the federal statutory rate	21.0	%	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	3.0	%	3.1	%	2.8	%	3.0	%

Permanent items	0.9	%	0.2	%	0.7	%	0.3	%
Uncertain tax position reserve, net of federal benefit	7.7	%	—	%	2.5	%	—	%
Net income attributable to noncontrolling interest	(9.8)	%	(10.0)	%	(9.8)	%	(9.9)	%

Total	22.8	%	14.3	%	17.2	%	14.4	%

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 received a proposed adjustment from a state jurisdiction with respect to tax years ended September 30, 2019 and 2020. As a result, we have accrued an uncertain tax position reserve for the nine months ended June 30, 2024 related to the adjustment for fiscal years ending September 30, 2019 and thereafter. Our policy is to include interest expense related to unrecognized tax benefits within the provision for income taxes on the consolidated statement of income. We do not reasonably expect any significant changes relating to the net unrecognized tax benefits in the next twelve months. As of June 30, 2023, we had no uncertain tax positions.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Note 7. Fair Value of Financial Instruments

As of June 30, 2024 and September 30, 2023, the fair values of our financial instruments, which include cash and cash equivalents, amounts due from related parties, accounts payable and reimbursable accounts payable, were not materially different from their carrying values due to the short term nature of these financial instruments. As of June 30, 2024, our fixed rate mortgage note payable had a carrying value of $4,789 and a fair value of $4,857. We estimate the fair value of our fixed rate mortgage note payable using significant unobservable inputs (Level 3), including discounted cash flow analyses and prevailing market interest rates.

On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices. ASC 820, Fair Value Measurements, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to inputs from unadjusted quoted prices in active markets for identical assets and liabilities, or Level 1, the lowest priority to unobservable inputs, or Level 3, and significant other observable inputs, or Level 2. A financial asset’s or financial liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The tables below presents our financial assets and liabilities measured at fair value on a recurring basis:




	June 30, 2024
	Total		Level 1		Level 2		Level 3



Due from related parties related to share based payment awards	$	6,659	$	6,659	$	—	$	—
Equity method investment in SEVN	21,658		21,658		—		—


Employer compensation liability related to share based payment awards	6,659		6,659		—		—

Earnout liability	13,783		—		—		13,783


	September 30, 2023
	Total		Level 1		Level 2		Level 3













Due from related parties related to share based payment awards	$	10,695	$	10,695	$	—	$	—
Equity method investment in SEVN	18,651		18,651		—		—
Employer compensation liability related to share based payment awards	10,695		10,695		—		—

The following table presents 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 as of June 30, 2024:

Fair Value

Valuation Technique

Unobservable Input

Range

Earnout liability

13,783

Monte Carlo

Capital deployment volatility

15.00%

Discount rate

5.80%

The table below presents a summary of the changes in fair value for our Earnout liability measured on a recurring basis:


	Three Months Ended		Nine Months Ended
	June 30, 2024		June 30, 2024
Beginning balance	$	14,847	$	—
Acquisition of MPC Partnership Holdings LLC	—		14,547
Changes in fair value for our Earnout liability measured on a recurring basis	(1,064)		(764)
Ending balance	$	13,783	$	13,783

Note 8. Related Person Transactions

Adam D. 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 and a majority of the economic interests of ABP Trust. RMR Inc.’s executive officers are officers and

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

employees of RMR LLC, and Jennifer B. Clark, our other Managing Director, and Matthew P. Jordan, our Executive Vice President, Chief Financial Officer and Treasurer, are also officers of ABP Trust.

Mr. Portnoy is the chair of the board and a managing trustee of each of the Perpetual Capital clients, the controlling shareholder and a director of Sonesta (and its parent) and was the chair of the board and a managing director of AlerisLife until March 20, 2023 when AlerisLife was acquired by ABP Trust. Since March 20, 2023, Mr. Portnoy is the sole director of AlerisLife. Mr. Portnoy was the chair of the board and a managing director of TA until May 15, 2023 when TA was acquired by BP. Ms. Clark is a managing trustee of OPI and a director of Sonesta (and its parent), and she previously served as a managing director of AlerisLife until March 20, 2023. Ms. Clark also serves as the secretary of all the Perpetual Capital clients, Sonesta and AlerisLife.

As of June 30, 2024, Mr. Portnoy beneficially owned 13.5% of SEVN’s outstanding common shares (including through Tremont and ABP Trust) and 9.8% of DHC’s outstanding common shares (including through ABP Trust). In addition, Mr. Portnoy beneficially owns shares of ILPT, OPI, SVC, and prior to May 15, 2023, TA, comprising less than 5.0% of the outstanding shares of each of those respective companies.

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. 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. Some of the executive officers of TA (prior to May 15, 2023), one of the executive officers of AlerisLife and one of the executive officers of Sonesta are (or were with respect to TA) officers or employees of RMR LLC. Our executive officers are also managing trustees of certain of the Perpetual Capital clients.

Additional information about our related person transactions appears in Note 9, Shareholders’ Equity, and in our 2023 Annual Report.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Revenues from Related Parties

For the three months ended June 30, 2024 and 2023, we recognized revenues from related parties as set forth in the following table:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	5,847	$	24,175	$	30,022	$	5,655	$	37,352	$	43,007
ILPT	9,073		8,338		17,411		9,113		10,664		19,777
OPI	7,307		52,386		59,693		9,363		89,220		98,583
SVC	10,430		47,690		58,120		10,308		34,643		44,951
Total Managed Equity REITs	32,657		132,589		165,246		34,439		171,879		206,318
SEVN	1,511		1,401		2,912		1,333		1,193		2,526
TA (1)	—		—		—		47,238		—		47,238
	34,168		133,990		168,158		83,010		173,072		256,082

Private Capital:
AlerisLife	1,442		—		1,442		1,381		—		1,381
Sonesta	2,624		—		2,624		2,796		—		2,796
RMR Residential	5,688		7,924		13,612		—		—		—


Other private entities	5,344		14,299		19,643		5,248		14,666		19,914
	15,098		22,223		37,321		9,425		14,666		24,091

Revenues from related parties	49,266		156,213		205,479		92,435		187,738		280,173
Revenues from unrelated parties	—		—		—		52		—		52
Total revenues	$	49,266	$	156,213	$	205,479	$	92,487	$	187,738	$	280,225

(1)On May 15, 2023, BP acquired TA and TA terminated its management agreement with us. In connection with the termination of TA’s management agreement, we received the applicable termination fee of $45,282 during the three months ended June 30, 2023.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

For the nine months ended June 30, 2024 and 2023, we recognized revenues from related parties as set forth in the following table:


	Nine Months Ended June 30, 2024						Nine Months Ended June 30, 2023
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	18,257	$	96,180	$	114,437	$	17,593	$	117,821	$	135,414
ILPT	27,403		27,953		55,356		27,377		30,615		57,992
OPI	23,494		168,677		192,171		29,448		268,204		297,652
SVC	33,143		181,628		214,771		30,046		75,468		105,514
Total Managed Equity REITs	102,297		474,438		576,735		104,464		492,108		596,572
SEVN	4,139		4,413		8,552		3,563		3,516		7,079
TA (1)	—		—		—		55,214		3,476		58,690

	106,436		478,851		585,287		163,241		499,100		662,341

Private Capital:
AlerisLife (2)	4,275		—		4,275		4,014		97		4,111
Sonesta	6,847		—		6,847		6,954		544		7,498
RMR Residential	11,864		16,249		28,113		—		—		—
Other private entities	16,008		44,369		60,377		16,074		49,308		65,382
	38,994		60,618		99,612		27,042		49,949		76,991

Revenues from related parties	145,430		539,469		684,899		190,283		549,049		739,332
Revenues from unrelated parties	—		—		—		52		—		52
Total revenues	$	145,430	$	539,469	$	684,899	$	190,335	$	549,049	$	739,384

(2)On March 20, 2023, AlerisLife merged with and into a subsidiary of ABP Trust and ceased to be a public company. As a result, the revenues earned with respect to AlerisLife are characterized as Private Capital for all periods presented. For further information about this transaction please see “ABP Trust’s Acquisition of AlerisLife” below.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Amounts Due From Related Parties

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


	June 30, 2024						September 30, 2023
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Perpetual Capital:
DHC	$	4,971	$	7,595	$	12,566	$	5,953	$	13,434	$	19,387
ILPT	3,627		5,831		9,458		4,597		5,869		10,466
OPI	5,822		44,569		50,391		7,427		51,912		59,339
SVC	4,810		5,949		10,759		5,528		8,423		13,951
Total Managed Equity REITs	19,230		63,944		83,174		23,505		79,638		103,143
SEVN	1,497		1,363		2,860		1,663		1,921		3,584

	20,727		65,307		86,034		25,168		81,559		106,727

Private Capital:
AlerisLife (1)	549		—		549		74		—		74
Sonesta	83		—		83		89		—		89

RMR Residential	7,024		—		7,024		—		—		—
Other private entities	3,919		5,970		9,889		4,634		7,060		11,694
	11,575		5,970		17,545		4,797		7,060		11,857

	$	32,302	$	71,277	$	103,579	$	29,965	$	88,619	$	118,584

(1)On March 20, 2023, AlerisLife merged with and into a subsidiary of ABP Trust and ceased to be a public company. As a result, the amounts due with respect to AlerisLife are characterized as Private Capital for all periods presented. For further information about this transaction please see “ABP Trust’s Acquisition of AlerisLife” below.

Leases

As of June 30, 2024, RMR LLC leased from ABP Trust and certain Managed Equity REITs office space for use as our headquarters and local offices. We incurred rental expense under related party leases aggregating $1,435 and $1,221 for the three months ended June 30, 2024 and 2023, respectively, and $4,180 and $4,052 for the nine months ended June 30, 2024 and 2023, 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 June 30, 2024, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $23,229, including $2,343 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 2024.

Under the RMR LLC operating agreement, RMR LLC is also required to make certain pro rata distributions to each member of RMR LLC quarterly on the basis of the estimated tax liabilities of its members, estimated quarterly, subject to future adjustment based on actual results. For the nine months ended June 30, 2024 and 2023, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $21,886 and $48,857, respectively, of which $11,646 and $25,758, respectively, was distributed to us and $10,240 and $23,099, respectively, was distributed to ABP Trust. The amounts distributed to us were eliminated in our condensed consolidated financial statements, and the amounts distributed to ABP Trust were recorded as a reduction of its noncontrolling interest. We used funds from these distributions to pay certain of our U.S. federal and state income tax liabilities and to pay part of our obligations under the tax receivable agreement.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

ABP Trust’s Acquisition of AlerisLife

On March 20, 2023, ABP Trust acquired AlerisLife, or the AlerisLife Acquisition. In connection with the AlerisLife Acquisition, AlerisLife terminated its management agreement with RMR LLC and RMR LLC waived its right to receive payment of the termination fee that would have otherwise resulted due to such termination. In consideration of this waiver, RMR LLC and ABP Trust amended and restated their management agreement to provide that (i) RMR LLC will also provide services to AlerisLife at ABP Trust’s request, (ii) ABP Trust will pay to RMR LLC management fees with respect to AlerisLife, which fees are calculated based upon AlerisLife’s revenues in the same manner as such fees would have been calculated under AlerisLife’s terminated management agreement with RMR LLC, and (iii) AlerisLife’s properties will not be subject to ABP Trust’s property management agreement with RMR LLC.

Separation Arrangements

We 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 also enter into separation arrangements from time to time with executive and nonexecutive officers and employees of ours. All costs associated with separation arrangements, for which there remain no substantive performance obligations, are recorded in our condensed consolidated statements of income as separation costs.

For the three months ended June 30, 2024 and 2023, we recognized separation costs of $771 and $1,064, respectively, including equity based separation costs of $0 and $356, respectively, and cash separation costs of $771 and $708, respectively. For the nine months ended June 30, 2024 and 2023, we recognized separation costs of $4,725 and $2,002, respectively, including equity based separation costs of $508 and $482, respectively, and, cash separation costs of $4,217 and $1,520, respectively.

Note 9. Shareholders’ Equity

We award our Class A common stock, or Class A Common Shares, to our Directors, officers and employees under the Amended and Restated 2016 Omnibus Equity Plan, or the 2016 Plan. Director share awards vest immediately. Officer and employee share awards vest in five equal, consecutive, annual installments, with the first installment vesting on the date of award. We recognize forfeitures as they occur. Compensation expense related to share awards is determined based on the market value of our shares on the date of award, with the aggregate value of the awarded shares amortized to expense over the related vesting period. Expense recognized for Director share awards are included in general and administrative expenses and expense recognized for officer and employee share awards are included in equity based compensation in our condensed consolidated statements of income.

On March 27, 2024, we awarded 4,219 of our Class A Common Shares, valued at $23.70 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 Directors as part of his or her annual compensation for serving as a Director. For the nine months ended June 30, 2024, we recorded general and administrative expense of $600 for these awards.

Equity based compensation expense related to shares awarded to certain officers and employees was $526 and $478 for the three months ended June 30, 2024 and 2023, respectively, and $1,486 and $1,576 for the nine months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, we had 186,740 unvested shares outstanding which are scheduled to vest as follows: 73,520 shares in 2024, 51,840 shares in 2025, 39,720 shares in 2026 and 21,660 in 2027.

In connection with the vesting and issuance of awards of our Class A Common Shares to our Directors, officers and employees, we provide for the ability to repurchase our Class A Common Shares to satisfy tax withholding and payment obligations for those eligible to do so. The repurchase price is based on the closing price of our Class A Common Shares on the date of repurchase. The aggregate value of 6,048 Class A Common Shares repurchased during the nine months ended June 30, 2024 was $150, which is recorded as a decrease to additional paid in capital included in shareholders’ equity in our condensed consolidated balance sheets.

In connection with the issuances and repurchases of our Class A Common Shares, and as required by the RMR LLC operating agreement, RMR LLC concurrently issues or acquires an identical number of Class A Units from RMR Inc.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Distributions

During the nine months ended June 30, 2024 and 2023, we declared and paid dividends on our Class A Common Shares and Class B-1 common stock, or Class B-1 Common Shares, as follows:


Declaration	Record	Paid	Distributions		Total
Date	Date	Date	Per Common Share		Distributions
Nine Months Ended June 30, 2024
10/12/2023	10/23/2023	11/16/2023	$	0.40	$	6,684
1/11/2024	1/22/2024	2/15/2024	0.40		6,684
4/11/2024	4/22/2024	5/16/2024	0.45		7,529
			$	1.25	$	20,897
Nine Months Ended June 30, 2023
10/13/2022	10/24/2022	11/17/2022	$	0.40	$	6,642
1/12/2023	1/23/2023	2/16/2023	0.40		6,641
4/13/2023	4/24/2023	5/18/2023	0.40		6,648
			$	1.20	$	19,931

These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:


			Distributions Per		Total		RMR LLC		RMR LLC
Declaration	Record	Paid	RMR LLC		RMR LLC		Distributions		Distributions
Date	Date	Date	Membership Unit		Distributions		to RMR Inc.		to ABP Trust
Nine Months Ended June 30, 2024
10/12/2023	10/23/2023	11/16/2023	$	0.32	$	10,148	$	5,348	$	4,800
1/11/2024	1/22/2024	2/15/2024	0.32		10,147		5,347		4,800
4/11/2024	4/22/2024	5/16/2024	0.32		10,154		5,354		4,800
			$	0.96	$	30,449	$	16,049	$	14,400
Nine Months Ended June 30, 2023
10/13/2022	10/24/2022	11/17/2022	$	0.32	$	10,114	$	5,314	$	4,800
1/12/2023	1/23/2023	2/16/2023	0.32		10,113		5,313		4,800
4/13/2023	4/24/2023	5/18/2023	0.32		10,118		5,318		4,800
			$	0.96	$	30,345	$	15,945	$	14,400

The remainder of the dividends noted above were funded with cash accumulated at RMR Inc.

On July 11, 2024, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of July 22, 2024, in the amount of $0.45 per Class A Common Share and Class B-1 Common Share, or $7,528. 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 $10,153, of which $5,353 will be distributed to us based on our aggregate ownership of 16,729,473 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 August 15, 2024.

Note 10. 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

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

no independent economic interest in RMR Inc. and thus are not included as common shares outstanding for purposes of calculating basic earnings per common share.

Diluted earnings per share is calculated using the treasury stock method for unvested Class A Common Shares and the if-converted method for Class B-2 Common Shares. The 15,000,000 Class A Units that we do not own may be redeemed for our Class A Common Shares on a one-for-one basis, or upon such redemption, we may elect to pay cash instead of issuing Class A Common Shares. Upon redemption of a Class A Unit, the Class B-2 Common Share “paired” with such unit is canceled for no additional consideration. In computing the dilutive effect, if any, the assumed redemption would have on earnings per share, we considered net income available to holders of our Class A Common Shares would increase due to elimination of the noncontrolling interest offset by any tax effect, which may be dilutive. For the nine months ended June 30, 2023, the assumed redemption is dilutive to earnings per share as presented in the table below.

The calculation of basic and diluted earnings per share for the three and nine months ended June 30, 2024 and 2023, is as follows (amounts in thousands, except per share amounts):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Numerators:
Net income attributable to The RMR Group Inc.	$	4,935	$	24,641	$	17,794	$	49,451
Less: income attributable to unvested participating securities	(76)		(273)		(235)		(580)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	4,859		24,368		17,559		48,871
Effect of dilutive securities:
Add back: income attributable to unvested participating securities	—		—		—		580

Add back: net income attributable to noncontrolling interest in The RMR Group LLC	—		—		—		61,262
Add back: income tax expense	—		—		—		18,581
Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (1)	—		—		—		(35,932)
Net income used in calculating diluted EPS	$	4,859	$	24,368	$	17,559	$	93,362

Denominators:
Common shares outstanding	16,729		16,614		16,729		16,614


Less: unvested participating securities and incremental impact of weighted average	(187)		(179)		(207)		(198)
Weighted average common shares outstanding - basic	16,542		16,435		16,522		16,416
Effect of dilutive securities:
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares	—		—		—		15,000
Add: incremental unvested shares	—		—		—		15
Weighted average common shares outstanding - diluted	16,542		16,435		16,522		31,431

Net income attributable to The RMR Group Inc. per common share - basic	$	0.29	$	1.48	$	1.06	$	2.98
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.29	$	1.48	$	1.06	$	2.97

(1)Income tax expense assumes the hypothetical conversion of the noncontrolling interest in The RMR Group LLC, which results in an estimated tax rate of 27.8% for the nine months ended June 30, 2023.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

Note 11. Net Income Attributable to RMR Inc.

Net income attributable to RMR Inc. for the three and nine months ended June 30, 2024 and 2023, is calculated as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,

	2024		2023		2024		2023
Income before income tax expense	$	16,061	$	64,385	$	49,058	$	129,294
RMR Inc. franchise tax expense and interest income	(187)		(110)		(616)		(255)


Net income before noncontrolling interest	15,874		64,275		48,442		129,039
Net income attributable to noncontrolling interest in The RMR Group LLC	(7,482)		(30,530)		(22,876)		(61,262)
Net income attributable to noncontrolling interest in consolidated entity	13		—		27		—
Net income attributable to RMR Inc. before income tax expense	8,405		33,745		25,593		67,777

Income tax expense attributable to RMR Inc.	(3,657)		(9,214)		(8,415)		(18,581)
RMR Inc. franchise tax expense and interest income	187		110		616		255
Net income attributable to RMR Inc.	$	4,935	$	24,641	$	17,794	$	49,451

Note 12. Subsequent Events

The following activities that occurred subsequent to June 30, 2024 are part of our strategic initiatives to expand our private capital business:

Real Estate Lending Venture

Our plan is to amass a small portfolio of loans, financed, in part, through a bank repurchase facility, in a Tremont managed vehicle and bring in third parties to invest in the vehicle. The vehicle would then continue growing by making additional loans.

In July 2024, we made a floating rate first mortgage loan that is secured by a hotel property in Revere, MA for a total commitment of $40,000. This $40,000 loan requires the borrower to pay interest at the floating rate of Secured Overnight Financing Rate, or SOFR, plus a premium of 395 basis points per annum and has an initial term of two years with three one year extensions. Also in July 2024, we made a floating rate first mortgage loan that is secured by an industrial property in Wayne, PA for a total commitment of $27,000. This $27,000 loan requires the borrower to pay interest at the floating rate of SOFR plus a premium of 425 basis points per annum and has an initial term of three years with two one year extensions.

The table below provides overall statistics for our loans originated in July 2024:



Number of loans	2
Total loan commitments	$	67,000
Unfunded loan commitments(1)	$	9,820
Principal balance	$	57,180
Weighted average coupon rate	9.38		%
Weighted average all in yield(2)	10.29		%
Weighted average floor	4.34		%

(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.

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The RMR Group Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

RMR Residential Acquisition

In July 2024, we acquired a 240 unit, garden style apartment community located in Denver, CO for a purchase price of $70,000, excluding acquisition costs. We financed this purchase with cash on hand and proceeds from a $46,500 mortgage loan with a 5.34% fixed interest rate. This mortgage loan requires monthly payments of interest only until maturity in July 2029.

We plan either to syndicate this acquisition or use it to seed a small portfolio of multifamily assets we would subsequently syndicate to third party investors.

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

The following information should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 2023 Annual Report.

OVERVIEW (dollars in thousands)

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

Acquisition of MPC Partnership Holdings LLC

On December 19, 2023, we completed our acquisition of MPC (now known as RMR Residential), a vertically integrated residential platform. This acquisition further advances our strategic focus on continuing to grow our private capital business, adding approximately $5.5 billion in assets under management and over 20 new institutional relationships. This acquisition also allows us to further diversify our revenue sources, to enter the only major commercial real estate sector in which we did not have a significant presence, and brings infrastructure and digital marketing capabilities that may be leveraged across our platform.

Business Environment and Outlook

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

Beyond general real estate industry trends, we also take into account general economic factors impacting our clients. Heading in to 2024, CRE investors seemed cautiously optimistic that inflation had peaked, that the U.S. economy was likely headed for a “soft-landing” and that the Federal Open Market Committee of the U.S. Federal Reserve, or the FOMC, would be poised to reduce the federal funds rate by 125 to 150 basis points as a result of five or six rate cuts in 2024. With the anticipation of lower interest rates in the future, investors chose to delay sale or refinancing decisions and overall CRE investment and transaction volume remained tepid well into the second quarter of calendar 2024.

However, despite recent economic data indicating slowing U.S. economic growth, including lower retail sales, consumer spending and a slight increase in the unemployment rate, the FOMC has made it clear that inflation remains elevated and that it intends to keep the federal funds rate steady at 5.25% to 5.50% until it is confident that inflation is on pace to reach its longer term objective of 2%. With no clear sight on the timing or magnitude of a future interest rate cut, CRE investors continue to adjust to a “higher for longer” interest rate environment.

Additionally, concerns about the capital adequacy and liquidity of the banking sector due to the bank failures in 2023, as well as stricter lending standards, have resulted in decreased lending activity from traditional sources such as banks and life insurance companies and may negatively impact the businesses of our clients and our clients' tenants. Rising or sustained high interest rates also adversely impact our clients with floating rate debt, which they, in some instances, attempt to address with interest rate caps and other strategic actions to reduce leverage. The impact of rising costs, both for goods and services, insurance and human capital, are impacting us and our clients and we and our clients are continuing to implement mitigation strategies to minimize the impact of increased costs on our and our clients’ earnings, where possible.

Both we and our clients consider industry and general economic factors and attempt to take advantage of opportunities when they arise. For example: (i) since March 2020, ILPT and DHC have completed several joint venture transactions with institutional investors and subsequently grown some of those ventures by acquiring additional properties; (ii) SVC transitioned over 200 hotels from other hotel operators to Sonesta, which on March 17, 2021, completed its acquisition of RLH Corporation,

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establishing it as one of the largest hotel companies in the U.S. and expanding its franchising capabilities; and (iii) on February 25, 2022, ILPT completed its acquisition of 126 new, Class A, single tenant, net leased, e-commerce focused industrial properties as a result of its acquisition of Monmouth Real Estate Investment Corporation, or MNR, in an all-cash transaction valued at approximately $4.0 billion. More recently, on December 19, 2023, we completed our previously announced agreement to acquire 100% of the equity interest in MPC for total consideration of $99,021, which added residential capabilities to RMR LLC. In addition, we balance our pursuit of growth of our and our clients’ businesses by executing, on behalf of our clients, prudent capital recycling or business arrangement restructurings in an attempt to help our clients prudently manage leverage and increased operating costs. We also look to reposition their portfolios and businesses when circumstances warrant such changes or when other more desirable opportunities are identified.

Managed Equity REITs

The base business management fees we earn from the Managed Equity REITs are calculated monthly in accordance with the applicable business management agreement and are based on a percentage of the lower of (i) the average historical cost of each REIT’s properties and (ii) each REIT’s average market capitalization. The property management fees we earn from the Managed Equity REITs are principally based on a percentage of the gross rents collected at certain managed properties owned by the Managed Equity REITs, excluding rents or other revenues from hotels, travel centers, senior living properties and wellness centers, which are separately managed by AlerisLife, 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. 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.

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 June 30, 2024 and 2023, as applicable:


		Lesser of Historical Cost of Assets
		Under Management or
		Total Market Capitalization as of
		June 30,
REIT	Primary Strategy	2024		2023
DHC	Medical office and life science properties, senior living communities and other healthcare related properties	$	3,845,905	$	3,353,922
ILPT	Industrial and logistics properties	4,559,824		4,551,558
OPI	Office properties primarily leased to single tenants and those with high credit quality characteristics	2,422,103		2,934,248
SVC	Hotels and service-focused retail net lease properties	6,535,337		7,247,604
		$	17,363,169	$	18,087,332

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 or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts 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 and the principal amount of consolidated indebtedness during the period. The table above presents for each Managed Equity REIT, the lesser of the historical cost of its assets under management and its market capitalization as of the end of each period.

The basis on which our base business management fees are calculated for the three and nine months ended June 30, 2024 and 2023 may differ from the basis at the end of the periods presented in the table above. As of June 30, 2024, 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 June 30, 2024, were $7,731,622, $5,696,515, $5,965,791 and $11,472,436, respectively.

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The fee revenues we earned from the Managed Equity REITs for the three and nine months ended June 30, 2024 and 2023 are set forth in the following tables:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Base		Base						Base		Base
	Business		Property		Construction				Business		Property		Construction
	Management		Management		Supervision				Management		Management		Supervision
REIT	Revenues		Revenues		Revenues		Total		Revenues		Revenues		Revenues		Total
DHC	$	4,101	$	1,413	$	333	$	5,847	$	3,467	$	1,504	$	684	$	5,655
ILPT	5,854		3,104		115		9,073		5,744		3,132		237		9,113
OPI	3,057		3,172		1,078		7,307		3,363		3,572		2,428		9,363
SVC	7,592		1,504		1,334		10,430		8,463		936		909		10,308
	$	20,604	$	9,193	$	2,860	$	32,657	$	21,037	$	9,144	$	4,258	$	34,439


	Nine Months Ended June 30, 2024						Nine Months Ended June 30, 2023
	Base		Base						Base		Base
	Business		Property		Construction				Business		Property		Construction
	Management		Management		Supervision				Management		Management		Supervision
REIT	Revenues		Revenues		Revenues		Total		Revenues		Revenues		Revenues		Total
DHC	$	12,062	$	4,286	$	1,909	$	18,257	$	10,546	$	4,486	$	2,561	$	17,593
ILPT	17,607		9,484		312		27,403		17,437		9,395		545		27,377
OPI	9,684		10,249		3,561		23,494		10,722		10,513		8,213		29,448
SVC	24,047		3,884		5,212		33,143		25,189		2,871		1,986		30,046
	$	63,400	$	27,903	$	10,994	$	102,297	$	63,894	$	27,265	$	13,305	$	104,464

Other Clients

We provide business management services to AlerisLife, Sonesta and until May 15, 2023, TA. AlerisLife operates senior living communities throughout the U.S., many of which are owned by and managed for DHC. 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. TA operates, leases and franchises travel centers along the U.S. interstate highway system, many of which are owned by SVC, and standalone truck service facilities. Generally, our fees earned from business management services to AlerisLife, Sonesta and until May 15, 2023, TA, are based on a percentage of certain revenues. In connection with BP’s acquisition of TA on May 15, 2023, TA terminated its business management agreement with us and in accordance with its terms paid us the applicable termination fee of $45,282.

In addition, we also provide management services to certain other Private Capital clients, including high-quality institutional investors relationships we assumed as part of our MPC acquisition, and earn fees based on a percentage of average invested capital, as defined in the applicable agreements, property management fees based on a percentage of rents collected from managed properties and construction supervision fees based on a percentage of the cost of construction activities. The recent MPC acquisition also provides us the potential to generate promote fees on any new co-investments in the future.

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Our management fee revenues from services to these clients for the three and nine months ended June 30, 2024 and 2023, are set forth in the following tables and exclude termination fee revenue earned from TA of $45,282 for the three and nine months ended June 30, 2023:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Base		Base						Base		Base
	Business		Property		Construction				Business		Property		Construction
	Management		Management		Supervision				Management		Management		Supervision
	Revenues		Revenues		Revenues		Total		Revenues		Revenues		Revenues		Total
AlerisLife	$	1,442	$	—	$	—	$	1,442	$	1,381	$	—	$	—	$	1,381
Sonesta	2,624		—		—		2,624		2,796		—		—		2,796
RMR Residential	153		4,985		550		5,688		—		—		—		—
Other private entities	3,007		2,180		157		5,344		3,001		2,087		160		5,248

SEVN	—		14		—		14		—		—		—		—
TA	—		—		—		—		1,956		—		—		1,956
	$	7,226	$	7,179	$	707	$	15,112	$	9,134	$	2,087	$	160	$	11,381


	Nine Months Ended June 30, 2024								Nine Months Ended June 30, 2023
	Base		Base						Base		Base
	Business		Property		Construction				Business		Property		Construction
	Management		Management		Supervision				Management		Management		Supervision
	Revenues		Revenues		Revenues		Total		Revenues		Revenues		Revenues		Total
AlerisLife	$	4,275	$	—	$	—	$	4,275	$	4,014	$	—	$	—	$	4,014
Sonesta	6,847		—		—		6,847		6,939		—		15		6,954
RMR Residential	328		10,513		1,023		11,864		—		—		—		—
Other private entities	9,071		6,505		432		16,008		8,989		6,285		800		16,074
SEVN	—		32		—		32		—		—		—		—
TA	—		—		—		—		9,932		—		—		9,932
	$	20,521	$	17,050	$	1,455	$	39,026	$	29,874	$	6,285	$	815	$	36,974

Advisory Business

Tremont provides advisory services to SEVN, a publicly traded mortgage REIT that focuses on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate. Tremont is primarily compensated pursuant to its management agreement with SEVN based on a percentage of equity, as defined in the applicable agreement.

Tremont earned advisory services revenue of $1,127 and $1,141 for the three months ended June 30, 2024 and 2023, respectively, and $3,378 and $3,371 for the nine months ended June 30, 2024 and 2023, respectively. Tremont also earned incentive fees from SEVN of $370 and $729 for the three and nine months ended June 30, 2024, respectively. Tremont did not earn incentive fees from SEVN for the three or nine months ended June 30, 2023.

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RESULTS OF OPERATIONS (dollars in thousands)

Three Months Ended June 30, 2024, Compared to the Three Months Ended June 30, 2023

The following table presents the changes in our operating results for the three months ended June 30, 2024 compared to the three months ended June 30, 2023:


	Three Months Ended June 30,
	2024		2023		$ Change		% Change
Revenues:
Management services	$	47,769	$	45,872	$	1,897	4.1%

Termination and incentive fees	370		45,474		(45,104)		(99.2)%
Advisory services	1,127		1,141		(14)		(1.2)%
Total management, incentive and advisory services revenues	49,266		92,487		(43,221)		(46.7)%
Reimbursable compensation and benefits	22,786		15,235		7,551		49.6%
Reimbursable equity based compensation	1,088		1,622		(534)		(32.9)%
Other reimbursable expenses	132,339		170,881		(38,542)		(22.6)%
Total reimbursable costs	156,213		187,738		(31,525)		(16.8)%
Total revenues	205,479		280,225		(74,746)		(26.7)%
Expenses:
Compensation and benefits	45,031		34,239		10,792		31.5%
Equity based compensation	1,614		2,100		(486)		(23.1)%
Separation costs	771		1,064		(293)		(27.5)%
Total compensation and benefits expense	47,416		37,403		10,013		26.8%
General and administrative	11,404		9,575		1,829		19.1%
Other reimbursable expenses	132,339		170,881		(38,542)		(22.6)%
Transaction and acquisition related costs	915		1,196		(281)		(23.5)%
Depreciation and amortization	1,234		281		953		n/m
Total expenses	193,308		219,336		(26,028)		(11.9)%
Operating income	12,171		60,889		(48,718)		(80.0)%
Change in fair value of Earnout liability	1,064		—		1,064		n/m
Interest income	2,638		2,833		(195)		(6.9)%

Gain on equity method investments	188		663		(475)		(71.6)%
Income before income tax expense	16,061		64,385		(48,324)		(75.1)%
Income tax expense	(3,657)		(9,214)		5,557		60.3%
Net income	12,404		55,171		(42,767)		(77.5)%

Net income attributable to noncontrolling interest in The RMR Group LLC	(7,482)		(30,530)		23,048		75.5%
Net loss attributable to noncontrolling interest in consolidated entity	13		—		13		n/m
Net income attributable to The RMR Group Inc.	$	4,935	$	24,641	$	(19,706)	(80.0)%

n/m - not meaningful

Management services revenue. Management services revenue increased $1,897 primarily due to growth in management services revenue of $5,688 related to our acquisition of MPC in December 2023, partially offset by declines in management fees earned from TA of $1,956 as a result of the termination of its business management agreement with us on May 15, 2023 and decreases in construction supervision revenues earned from the Managed Equity REITs of $1,398.

Termination and incentive fees. Termination and incentive fees decreased $45,104 primarily due to the $45,282 termination fee received from TA during the 2023 period. For further information about these fees, see Note 4, Revenue Recognition, and Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Reimbursable compensation and benefits. Reimbursable compensation and benefits include 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 increased $7,551 primarily due to the impact of our acquisition of MPC.

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 decreased $534 primarily as a result of decreases in certain of our clients’ respective share prices.

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

Compensation and benefits. Compensation and benefits consist 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 $10,792 primarily due to the impact of our acquisition of MPC, which was partially offset by cost containment measures that reduced headcount.

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. Equity based compensation decreased $486 primarily as a result of decreases in certain of our clients’ respective share prices.

Separation costs. Separation costs consist of employment termination costs. For further information about these costs, see Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

General and administrative. General and administrative expenses consist 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 $1,829 primarily due to the incremental costs to support RMR Residential that results from our acquisition of MPC.

Transaction and acquisition related costs. Transaction and acquisition related costs primarily represent costs associated with integration expenses related to our acquisition of MPC and the evaluation of various other strategic initiatives.

Depreciation and amortization. Depreciation and amortization increased $953 primarily due to amortization of MPC related intangible assets in the current period.

Change in fair value of Earnout liability. For further information about the Earnout liability, see Note 3, Acquisition of MPC Partnership Holdings LLC and Note 7. Fair Value of Financial Instruments to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Interest income. Interest income decreased $195 due to a lower amount of investable cash during the 2024 period partially offset by higher average interest rates compared to the prior period.

Gain on equity method investments. Gain on equity method investments represents the unrealized and realized gains or losses on our investments in SEVN and TA common shares. For further information, see Note 5, Equity Method Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Income tax expense. The decrease in income tax expense of $5,557 is primarily attributable to lower taxable income for the 2024 fiscal period compared to the same period in the prior fiscal year.

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Nine Months Ended June 30, 2024, Compared to the Nine Months Ended June 30, 2023

The following table presents the changes in our operating results for the nine months ended June 30, 2024 compared to the nine months ended June 30, 2023:


	Nine Months Ended June 30,
	2024		2023		$ Change		% Change
Revenues:
Management services	$	141,323	$	141,490	$	(167)	(0.1)%
Termination and incentive fees	729		45,474		(44,745)		(98.4)%
Advisory services	3,378		3,371		7		0.2%
Total management, incentive and advisory services revenues	145,430		190,335		(44,905)		(23.6)%
Reimbursable compensation and benefits	62,243		44,441		17,802		40.1%
Reimbursable equity based compensation	3,657		7,143		(3,486)		(48.8)%
Other reimbursable expenses	473,569		497,465		(23,896)		(4.8)%
Total reimbursable costs	539,469		549,049		(9,580)		(1.7)%
Total revenues	684,899		739,384		(54,485)		(7.4)%
Expenses:
Compensation and benefits	123,971		102,039		21,932		21.5%
Equity based compensation	5,143		8,719		(3,576)		(41.0)%
Separation costs	4,725		2,002		2,723		n/m
Total compensation and benefits expense	133,839		112,760		21,079		18.7%
General and administrative	32,556		28,198		4,358		15.5%
Other reimbursable expenses	473,569		497,465		(23,896)		(4.8)%
Transaction and acquisition related costs	7,230		1,196		6,034		n/m
Depreciation and amortization	2,880		821		2,059		n/m
Total expenses	650,074		640,440		9,634		1.5%
Operating income	34,825		98,944		(64,119)		(64.8)%
Change in fair value of Earnout liability	764		—		764		n/m
Interest income	8,669		6,837		1,832		26.8%

Gain on equity method investments	4,800		23,513		(18,713)		(79.6)%
Income before income tax expense	49,058		129,294		(80,236)		(62.1)%
Income tax expense	(8,415)		(18,581)		10,166		54.7%
Net income	40,643		110,713		(70,070)		(63.3)%
Net income attributable to noncontrolling interest in The RMR Group LLC	(22,876)		(61,262)		38,386		62.7%
Net loss attributable to noncontrolling interest in consolidated entity	27		—		27		n/m
Net income attributable to The RMR Group Inc.	$	17,794	$	49,451	$	(31,657)	(64.0)%

n/m - not meaningful

Management services revenue. Management services revenue decreased $167 primarily due to declines in management fees earned from TA of $9,932 as a result of the termination of its business management agreement with us on May 15, 2023 and decreases in construction supervision revenues earned from the Managed Equity REITs of $2,311, partially offset by growth in management services revenue of $11,864 related to our acquisition of MPC in the current period.

Termination and incentive fees. Termination and incentive fees decreased $44,745 primarily due to the $45,282 termination fee received from TA during the 2023 period. For further information about these fees, see Note 2, Revenue Recognition, and Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Reimbursable compensation and benefits. Reimbursable compensation and benefits increased $17,802 primarily due to the impact of our acquisition of MPC and annual merit increases that were effective October 1, 2023.

Reimbursable equity based compensation. Reimbursable equity based compensation decreased $3,486 primarily as a result of decreases in certain of our clients’ respective share prices.

Compensation and benefits. Compensation and benefits expense increased $21,932 primarily due to the impact of our acquisition of MPC and annual merit and benefit increases, which was partially offset by cost containment measures that reduced headcount.

Equity based compensation. Equity based compensation decreased $3,576 primarily as a result of decreases in certain of our clients’ respective share prices.

Separation costs. For further information about these costs, see Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

General and administrative. General and administrative costs increased $4,358 primarily due to the impact of our acquisition of MPC and increases in third party costs related to our expanded role in construction oversight.

Transaction and acquisition related costs. Transaction and acquisition related costs in the 2024 fiscal period primarily represent costs associated with our acquisition of MPC and related integration expenses.

Depreciation and amortization. Depreciation and amortization increased $2,059 primarily due to amortization of MPC acquisition related intangible assets in the current period.

Interest income. Interest income increased $1,832 primarily due to higher interest earned during the 2024 fiscal period primarily as a result of higher interest rates and higher average cash balances invested compared to the prior period.

Income tax expense. The decrease in income tax expense of $10,166 is primarily attributable to lower taxable income for the 2024 fiscal period compared to the same period in the prior fiscal year.

LIQUIDITY AND CAPITAL RESOURCES (dollars in thousands, except per share amounts)

Our current assets have historically been comprised predominantly of cash, cash equivalents and receivables for business management, property management and advisory services fees. As of June 30, 2024 and September 30, 2023, we had cash and cash equivalents of $207,976 and $267,989, respectively, of which $25,368 and $26,802, respectively, was held by RMR Inc., with the remainder being held at RMR LLC. 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, 2024 and September 30, 2023, $195,320 and $265,800, respectively, of our cash and cash equivalents were invested in money market bank accounts.

On December 19, 2023, we completed our acquisition of MPC for total cash consideration of $84,474. We are also obligated to pay the Earnout, if earned, which we currently estimate at $13,783 and which will be payable over the next three years, based on our current expectations for the deployment of capital remaining in investment funds managed by MPC prior to the end of such fund’s investment period. In addition to the Earnout, we agreed to pay Retention Payments to certain employees of MPC in an aggregate amount of $4,200 for their continued employment through December 31, 2025.

Our liquidity is highly dependent upon our receipt of fees from the businesses that we manage. Historically, we have funded our working capital needs with cash generated from our operating activities and we currently do not maintain any credit facilities. We expect that our future working capital needs will relate largely to our operating expenses, primarily consisting of

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employee compensation and benefits costs, our obligation to make quarterly tax distributions to the members of RMR LLC, our plan to make quarterly distributions on our Class A Common Shares and Class B-1 Common Shares and our plan to pay quarterly distributions to the members of RMR LLC in connection with the quarterly dividends to RMR Inc. shareholders.

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

Real Estate Lending Venture

In July 2024, we made a floating rate first mortgage loan that is secured by a hotel property in Revere, MA for a total commitment of $40,000. This $40,000 loan requires the borrower to pay interest at the floating rate of SOFR plus a premium of 395 basis points per annum and has an initial term of two years with three one year extensions. Also in July 2024, we made a floating rate first mortgage loan that is secured by an industrial property in Wayne, PA for a total commitment of $27,000. This $27,000 loan requires the borrower to pay interest at the floating rate of SOFR plus a premium of 425 basis points per annum and has an initial term of three years with two one year extensions.

RMR Residential Acquisition

We plan either to syndicate this acquisition or use it to seed a small portfolio of multifamily assets we would subsequently syndicate to third party investors.

Cash Flows

The $46,623 decrease in net cash from operating activities for the nine months ended June 30, 2024 compared to the prior period reflects a decrease in net income partially offset by favorable changes in working capital. The $131,647 change in net cash flows from investing activities for the nine months ended June 30, 2024 compared to the prior period was due to our acquisition of MPC in the current fiscal period compared to the proceeds received from the sale of TA’s common shares in the prior period. Net cash used in financing activities for the nine months ended June 30, 2024 decreased $11,922 primarily due to higher tax distributions in the prior period, partially offset by increased distributions paid to shareholders of our Class A Common Shares and Class B-1 Common Shares in the current period.

As of June 30, 2024, we had no off-balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Tax Receivable Agreement

We are party to a tax receivable agreement which provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by it as a result of the tax receivable agreement. See Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and “Business—Our Organizational Structure—tax receivable agreement” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. As of June 30, 2024, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $23,229, of which we expect to pay $2,343 to ABP Trust during the fourth quarter of fiscal year 2024.

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Market Risk and Credit Risk

We have not invested in derivative instruments, borrowed through issuing debt securities or transacted in foreign currencies. As a result, we are not subject to significant direct market risk related to interest rate changes, changes to the market standard for determining interest rates, commodity price changes or credit risks; however, if any of these risks were to negatively impact our clients’ businesses or market capitalization, our revenues would likely decline. To the extent we change our approach on the foregoing activities, or engage in other activities, our market and credit risks could change. See Part I, Item 1A “Risk Factors” of our 2023 Annual Report for the risks to us and our clients.

Risks Related to Cash and Short Term Investments

Our cash and cash equivalents include short term, highly liquid investments readily convertible to known amounts of cash that have original maturities of three months or less from the date of purchase. We invest a substantial amount of our cash in money market bank accounts. The majority of our cash is maintained in U.S. bank accounts. Some U.S. bank account balances exceed the Federal Deposit Insurance Corporation insurance limit. We believe our cash and short term investments are not subject to any material interest rate risk, equity price risk, credit risk or other market risk.

Related Person Transactions

We have relationships and historical and continuing transactions with Adam D. Portnoy, the Chair of our Board and one of our Managing Directors, as well as our clients. For further information about these and other such relationships and related person transactions, please see Note 8, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2023 Annual Report, our definitive Proxy Statement for our 2024 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” in our 2023 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR LLC or its subsidiaries provide management services.

Critical Accounting Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. A discussion of our critical accounting estimates is included in our 2023 Annual Report. In addition to the critical accounting estimates identified in our 2023 Annual Report, the estimation of fair values represents a critical accounting estimate in these condensed consolidated financial statements. The estimation of fair value involves a significant level of judgment and estimation uncertainty, and actual results could be materially different and have a material impact on our financial condition and results of operations.

We accounted for the Acquisition as a business combination. We used estimates and assumptions to assign fair values to assets acquired and liabilities assumed, including intangible assets. Determining the fair value of intangible assets requires us to use estimates and assumptions including, but not limited to, expected future cash inflows and outflows, useful lives, discount rates and income tax rates. Fair values were determined based on estimates and assumptions we believe to be reasonable, but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may occur that could materially affect the accuracy of such estimates, assumptions or actual results.

The fair value of our Earnout liability was determined using a Monte Carlo simulation model and is inherently uncertain. Inputs into the model require estimates and assumptions regarding the timing and deployment of future capital, the historical volatility of similar market transactions, and discount rates and credit ratings for companies similar to ours. The Earnout liability is remeasured on a quarterly basis and changes to our estimates and assumptions are likely to have a significant impact on the fair value estimate of the Earnout liability. In addition, actual payments required under the Earnout may differ significantly from our estimates and could have a material impact to our results of operations and financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative disclosures about market risk are set forth above in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operation—Market Risk and Credit Risk.”

Item 4. Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the

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Securities Exchange Act of 1934, as amended. Based upon that evaluation, our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

On December 19, 2023, we completed the acquisition of MPC. We are in the process of integrating MPC into our systems and control environment as of September 30, 2024. For further information regarding this acquisition, see Note 3. Acquisition of MPC Partnership Holdings LLC, to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Subject to the foregoing, no changes in our internal control over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: our business strategy; economic and industry conditions; the impact and opportunities for our and our clients’ businesses from business cycles in the U.S. real estate industry as well as economic and industry conditions; our belief that it is possible to grow real estate based businesses in selected property types or geographic areas despite general national trends; our cash and cash equivalents, including their sufficiency to pursue a range of capital allocation strategies and fund our operations and enhance our technology infrastructure and risk exposure; and our sustainability practices.

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

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

•The variability of our revenues,

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

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

•Potential terminations of the management agreements with our clients,

•Increases in or sustained high market interest rates, which may significantly reduce our revenues or impede our growth,

•Our dependence on the growth and performance of our clients,

•Our ability to obtain or create new clients for our business and other circumstances beyond our control,

•The ability of our clients to operate their businesses profitably, optimize their capital structures and to grow and increase their market capitalizations and total shareholder returns,

•Our ability to successfully provide management services to our clients,

•Our ability to maintain or increase the distributions we pay to our shareholders,

•Our ability to successfully pursue and execute capital allocation and new business strategies,

•Our ability to prudently invest in our business to enhance our operations, services and competitive positioning,

•Our ability to successfully integrate acquired businesses and realize our expected returns on our investments,

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•Risk that cost savings and synergies anticipated to be realized by the MPC acquisition may not be fully realized or may take longer to realize than expected,

•The ability of Tremont to make suitable investments for our new private capital debt vehicle and to monitor, service and administer existing investments,

•Our ability to obtain additional capital from third party investors in our new private capital debt vehicle in order to attain the vehicle’s target leverage, to make additional investments and to increase potential returns,

•Changes to our operating leverage or client diversity,

•Litigation risks,

•Risks related to acquisitions, dispositions and other activities by or among our clients,

•Allegations, even if untrue, of any conflicts of interest arising from our management activities,

•Our ability to retain the services of our managing directors and other key personnel,

•Our and our clients’ risks associated with our and our 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 our periodic filings. The information contained in our filings with the SEC, including under the caption “Risk Factors” in our periodic reports, or incorporated therein, identifies important factors that could cause differences from the forward-looking statements in this Quarterly Report on Form 10-Q. Our filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon our forward-looking statements.

Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Part II. Other Information

Item 1A. Risk Factors

There have been no material changes to the risk factors from those we previously provided in our 2023 Annual Report.

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

Issuer purchases of equity securities.

The following table provides information about our purchases of our equity securities during the quarter ended June 30, 2024:

Maximum

Total Number of

Approximate Dollar

Shares Purchased

Value of Shares that

Number of

Average

as Part of Publicly

May Yet Be Purchased

Price Paid

Announced Plans

Under the Plans or

Calendar Month

Purchased (1)

per Share

or Programs

Programs

May 1 - May 31, 2024

1,156

23.99

N/A

Total

1,156

23.99

N/A

(1)These Class A Common Share withholdings and purchases were made to satisfy tax withholding and payment obligations in connection with the vesting of awards of our Class A Common Shares. We withheld and purchased these shares at their fair market values based upon the trading prices of our Class A Common Shares at the close of trading on Nasdaq on the purchase dates.

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Item 6. Exhibits


Exhibit Number						Description


3.1						Articles of Amendment and Restatement of the Registrant. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.).
3.2						Articles of Amendment, filed July 30, 2015. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.).
3.3						Articles of Amendment, filed September 11, 2015. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.).
3.4						Articles of Amendment, filed March 9, 2016. (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the SEC on March 11, 2016.).
3.5						Articles of Amendment, filed November 14, 2022. (Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 001-37616) filed with the SEC on November 14, 2022.).
3.6						F ifth Amended and Restated Bylaws of the Registrant adopted June 11 , 2024 . (Incorporated by reference to the Registrant's Current report on Form 8-K (File No. 001-37616) filed with the SEC on June 11 , 2024 .).
4.1						Form of The RMR Group Inc. Share Certificate for Class A Common Stock. (Incorporated by reference to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on November 2, 2015.).
4.2						Registration Rights Agreement, dated as of June 5, 2015, by and between the Registrant and ABP Trust (formerly known as Reit Management and Research Trust). (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-207423) filed with the SEC on October 14, 2015.).

31.1						Rule 13a-14(a) Certification. (Filed herewith.)
31.2						Rule 13a-14(a) Certification. (Filed herewith.)
32.1						Section 1350 Certification. (Furnished herewith.)
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
101.LAB						XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
104						Cover Page Interactive Data File. (formatted as Inline XBRL and contained in Exhibit 101.)

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SIGNATURES

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, thereunto duly authorized.


			By:			/s/ Matthew P. Jordan
						Matthew P. Jordan
						Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)
						Dated: August 1, 2024

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Adam D. Portnoy, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The RMR Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 1, 2024			/s/ Adam D. Portnoy
			Adam D. Portnoy Managing Director, President and Chief Executive Officer (principal executive officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Matthew P. Jordan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The RMR Group Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 1, 2024			/s/ Matthew P. Jordan
			Matthew P. Jordan Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Sec. 1350

In connection with the filing by The RMR Group Inc. (the “Company”) of the Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Adam D. Portnoy						/s/ Matthew P. Jordan
Adam D. Portnoy Managing Director, President and Chief Executive Officer (principal executive officer)						Matthew P. Jordan Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)

Date: August 1, 2024

Cover Page - shares	9 Months Ended
Cover Page - shares	Jun. 30, 2024	Jul. 29, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-37616
Entity Registrant Name	RMR GROUP INC.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	47-4122583
Entity Address, Address Line One	Two Newton Place
Entity Address, Address Line Two	255 Washington Street
Entity Address, Address Line Three	Suite 300
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02458-1634
City Area Code	617
Local Phone Number	796-8230
Title of 12(b) Security	Class A common stock, $0.001 par value per share
Trading Symbol	RMR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001644378
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Class A Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		15,724,803
Class B-1 Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		1,000,000
Class B-2 Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		15,000,000

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Assets
Cash and cash equivalents	$ 207,976
Prepaid and other current assets	8,616	$ 6,997
Total current assets	315,289	386,309
Property and equipment, net of accumulated depreciation of $3,421 and $3,212, respectively	15,910	5,446
Equity method investment	21,658	18,651
Goodwill	71,620	1,859
Intangible assets, net of accumulated amortization of $2,876 and $983, respectively	19,593	167
Operating lease right of use assets	28,254	29,032
Deferred tax asset	16,675	18,220
Other assets, net of accumulated amortization of $85,386 and $78,324, respectively	108,417	115,479
Total assets	602,298	582,424
Current liabilities:
Reimbursable accounts payable and accrued expenses	64,618	77,924
Accounts payable and accrued expenses	42,614	22,578
Current portion of Earnout liability	2,591	0
Operating lease liabilities	6,017	5,068
Total current liabilities	115,840	105,570
Operating lease liabilities, net of current portion	23,052	25,044
Amounts due pursuant to tax receivable agreement, net of current portion	20,886	20,886
Employer compensation liability, net of current portion	4,882	7,261
Earnout liability, net of current portion	11,192	0
Mortgage note payable	4,789	0
Total liabilities	180,641	158,761
Commitments and contingencies
Equity:
Additional paid in capital	118,454	116,010
Retained earnings	430,890	413,096
Cumulative common distributions	(309,969)	(289,072)
Total shareholders’ equity	239,407	240,066
Noncontrolling interest in The RMR Group LLC	181,833	183,597
Noncontrolling interest in consolidated entity	417	0
Total noncontrolling interests	182,250	183,597
Total equity	421,657	423,663
Total liabilities and equity	602,298	582,424
Parent Company
Assets
Cash and cash equivalents	25,368	26,802
RMR LLC
Assets
Cash and cash equivalents	182,608	241,187
Class A Common Stock
Equity:
Common stock	16	16
Class B-1 Common Stock
Equity:
Common stock	1	1
Class B-2 Common Stock
Equity:
Common stock	15	15
Revenues from related parties
Assets
Due from related parties	98,697	111,323
Due from related parties, net of current portion	$ 4,882	$ 7,261

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Accumulated depreciation	$ 3,421	$ 3,212
Accumulated amortization	2,876	983
Accumulated amortization	$ 85,386	$ 78,324
Class A Common Stock
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	31,950,000	31,950,000
Common stock, shares issued (in shares)	15,729,473	15,712,007
Common stock shares outstanding (in shares)	15,729,473	15,712,007
Class B-1 Common Stock
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,000,000	1,000,000
Common stock, shares issued (in shares)	1,000,000	1,000,000
Common stock shares outstanding (in shares)	1,000,000	1,000,000
Class B-2 Common Stock
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	15,000,000	15,000,000
Common stock, shares issued (in shares)	15,000,000	15,000,000
Common stock shares outstanding (in shares)	15,000,000	15,000,000

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues:
Total revenues	$ 205,479	$ 280,225	$ 684,899	$ 739,384
Expenses:
Compensation and benefits	45,031	34,239	123,971	102,039
Equity based compensation	1,614	2,100	5,143	8,719
Separation costs	771	1,064	4,725	2,002
Total compensation and benefits expense	47,416	37,403	133,839	112,760
General and administrative	11,404	9,575	32,556	28,198
Other reimbursable expenses	132,339	170,881	473,569	497,465
Transaction and acquisition related costs	915	1,196	7,230	1,196
Depreciation and amortization	1,234	281	2,880	821
Total expenses	193,308	219,336	650,074	640,440
Operating income	12,171	60,889	34,825	98,944
Change in fair value of Earnout liability	1,064	0	764	0
Interest income	2,638	2,833	8,669	6,837
Gain on equity method investments	188	663	4,800	23,513
Income before income tax expense	16,061	64,385	49,058	129,294
Income tax expense	(3,657)	(9,214)	(8,415)	(18,581)
Net income	12,404	55,171	40,643	110,713
Net income attributable to noncontrolling interest in The RMR Group LLC	(7,482)	(30,530)	(22,876)	(61,262)
Net loss attributable to noncontrolling interest in consolidated entity	13	0	27	0
Net income attributable to The RMR Group Inc.	$ 4,935	$ 24,641	$ 17,794	$ 49,451
Weighted average common shares outstanding - basic (in shares)	16,542	16,435	16,522	16,416
Weighted average common shares outstanding - diluted (in shares)	16,542	16,435	16,522	31,431
Net income attributable to The RMR Group Inc. per common share - basic (in dollars per share)	$ 0.29	$ 1.48	$ 1.06	$ 2.98
Net income attributable to The RMR Group Inc. per common share - diluted (in dollars per share)	$ 0.29	$ 1.48	$ 1.06	$ 2.97
Total management, termination, incentive and advisory services revenues
Revenues:
Total revenues	$ 49,266	$ 92,487	$ 145,430	$ 190,335
Management services
Revenues:
Total revenues	47,769	45,872	141,323	141,490
Termination and incentive fees
Revenues:
Total revenues	370	45,474	729	45,474
Advisory services
Revenues:
Total revenues	1,127	1,141	3,378	3,371
Total reimbursable costs
Revenues:
Total revenues	156,213	187,738	539,469	549,049
Reimbursable compensation and benefits
Revenues:
Total revenues	22,786	15,235	62,243	44,441
Reimbursable equity based compensation
Revenues:
Total revenues	1,088	1,622	3,657	7,143
Other reimbursable expenses
Revenues:
Total revenues	$ 132,339	$ 170,881	$ 473,569	$ 497,465

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Total Shareholders' Equity	Common Stock Class A Common Stock	Common Stock Class B-1 Common Stock	Common Stock Class B-2 Common Stock	Additional Paid In Capital	Retained Earnings	Cumulative Common Distributions	The RMR Group LLC	Consolidated Entity
Beginning balance at Sep. 30, 2022	$ 369,739	$ 206,621	$ 16	$ 1	$ 15	$ 113,136	$ 355,949	$ (262,496)	$ 163,118	$ 0
Increase (Decrease) in Shareholders' Equity
Share awards, net	594	594				594
Net income	14,240	6,337					6,337		7,903
Tax distributions to member	(3,839)								(3,839)
Common share distributions	(11,442)	(6,642)						(6,642)	(4,800)
Ending balance at Dec. 31, 2022	369,292	206,910	16	1	15	113,730	362,286	(269,138)	162,382	0
Beginning balance at Sep. 30, 2022	369,739	206,621	16	1	15	113,136	355,949	(262,496)	163,118	0
Increase (Decrease) in Shareholders' Equity
Net income	110,713
Ending balance at Jun. 30, 2023	425,365	238,484	16	1	15	115,479	405,400	(282,427)	186,881	0
Beginning balance at Dec. 31, 2022	369,292	206,910	16	1	15	113,730	362,286	(269,138)	162,382	0
Increase (Decrease) in Shareholders' Equity
Share awards, net	1,015	1,015				1,015
Net income	41,302	18,473					18,473		22,829
Tax distributions to member	(4,545)								(4,545)
Common share distributions	(11,441)	(6,641)						(6,641)	(4,800)
Ending balance at Mar. 31, 2023	395,623	219,757	16	1	15	114,745	380,759	(275,779)	175,866	0
Increase (Decrease) in Shareholders' Equity
Share awards, net	734	734				734
Net income	55,171	24,641					24,641		30,530
Tax distributions to member	(14,715)								(14,715)
Common share distributions	(11,448)	(6,648)						(6,648)	(4,800)
Ending balance at Jun. 30, 2023	425,365	238,484	16	1	15	115,479	405,400	(282,427)	186,881	0
Beginning balance at Sep. 30, 2023	423,663	240,066	16	1	15	116,010	413,096	(289,072)	183,597	0
Increase (Decrease) in Shareholders' Equity
Share awards, net	588	588				588
Net income	15,526	6,997					6,997		8,531	(2)
Tax distributions to member	(4,102)								(4,102)
Common share distributions	(11,484)	(6,684)						(6,684)	(4,800)
Acquisition of MPC Partnership Holdings LLC	444									444
Ending balance at Dec. 31, 2023	424,635	240,967	16	1	15	116,598	420,093	(295,756)	183,226	442
Beginning balance at Sep. 30, 2023	423,663	240,066	16	1	15	116,010	413,096	(289,072)	183,597	0
Increase (Decrease) in Shareholders' Equity
Net income	40,643
Ending balance at Jun. 30, 2024	421,657	239,407	16	1	15	118,454	430,890	(309,969)	181,833	417
Beginning balance at Dec. 31, 2023	424,635	240,967	16	1	15	116,598	420,093	(295,756)	183,226	442
Increase (Decrease) in Shareholders' Equity
Share awards, net	1,356	1,356				1,356
Net income	12,713	5,862					5,862		6,863	(12)
Tax distributions to member	(3,059)								(3,059)
Common share distributions	(11,484)	(6,684)						(6,684)	(4,800)
Ending balance at Mar. 31, 2024	424,161	241,501	16	1	15	117,954	425,955	(302,440)	182,230	430
Increase (Decrease) in Shareholders' Equity
Share awards, net	500	500				500
Net income	12,404	4,935					4,935		7,482	(13)
Tax distributions to member	(3,079)								(3,079)
Common share distributions	(12,329)	(7,529)						(7,529)	(4,800)
Ending balance at Jun. 30, 2024	$ 421,657	$ 239,407	$ 16	$ 1	$ 15	$ 118,454	$ 430,890	$ (309,969)	$ 181,833	$ 417

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities:
Net income	$ 40,643	$ 110,713
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	2,880	821
Straight line office rent	(265)	(235)
Amortization expense related to other assets	7,062	7,062
Provision (benefit) for deferred income taxes	1,545	(1,466)
Change in fair value of Earnout liability	(764)	0
Operating expenses paid in The RMR Group Inc. common shares	2,594	2,522
Distributions from investments	1,793	1,623
Gain on equity method investments	(4,800)	(23,513)
Changes in assets and liabilities:
Due from related parties	17,757	243
Prepaid and other current assets	(246)	(1,114)
Reimbursable accounts payable and accrued expenses	(13,306)	(5,958)
Accounts payable and accrued expenses	12,176	22,994
Net cash from operating activities	67,069	113,692
Cash Flows from Investing Activities:
Acquisition of MPC Partnership Holdings LLC, net of cash acquired	(78,771)	0
Purchase of property and equipment	(2,624)	(3,227)
Proceeds from sale of TravelCenters of America Inc. common shares	0	53,479
Net cash (used in) provided by investing activities	(81,395)	50,252
Cash Flows from Financing Activities:
Distributions to noncontrolling interests	(24,640)	(37,499)
Distributions to common shareholders	(20,897)	(19,931)
Repurchase of common shares	(150)	(179)
Net cash used in financing activities	(45,687)	(57,609)
(Decrease) increase in cash and cash equivalents	(60,013)	106,335
Cash and cash equivalents at beginning of period	267,989	189,088
Cash and cash equivalents at end of period	207,976	295,423
Supplemental Disclosures:
Income taxes paid	8,362	16,978
Non-cash investing and financing activities:
Recognition of right of use assets and related lease liabilities	3,157	4,119
Recognition of Earnout liability	14,547	0
Write-off of fully depreciated property and equipment	778	391
Assumption of mortgage note payable	$ 5,429	$ 0

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023
Cash and cash equivalents	$ 207,976		$ 295,423
Parent Company
Cash and cash equivalents	25,368	$ 26,802	25,897
RMR LLC
Cash and cash equivalents	$ 182,608	$ 241,187	$ 269,526

Organization	9 Months Ended
Organization	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	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 June 30, 2024, RMR Inc. owned 15,729,473 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 52.7% of the economic interest of RMR LLC as of June 30, 2024. 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 47.3% of the economic interest of RMR LLC as of June 30, 2024, which is presented as noncontrolling interest in The RMR Group LLC within the condensed consolidated financial statements. Adam D. Portnoy, the Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee of ABP Trust, and owns all of ABP Trust’s voting securities. RMR LLC provides management services to four publicly traded equity real estate investment trusts, or REITs: Diversified Healthcare Trust, or DHC, which owns medical office and life science properties, senior living communities 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 hotels and service-focused retail net lease properties. 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. Tremont may also act as a transaction broker for non-investment advisory clients for negotiated fees, which we refer to as the Tremont business. RMR LLC also provided management services to TravelCenters of America Inc., or TA, until it was acquired by BP Products North America Inc., or BP, on May 15, 2023. TA, a publicly traded operating company until the time BP acquired it, operates and franchises travel centers primarily along the United States, or U.S., interstate highway system, many of which are owned by SVC, and standalone truck service facilities. The Managed Equity REITs, SEVN, and until May 15, 2023, TA, are collectively referred to as the Perpetual Capital clients. RMR LLC provides management services to AlerisLife Inc., or AlerisLife, an operator of senior living communities, many of which are owned by DHC, and Sonesta International Hotels Corporation, or Sonesta, a privately owned franchisor and operator of hotels, resorts and cruise ships in the United States, Latin America, the Caribbean and the Middle East, and many of the U.S. hotels that Sonesta operates are owned by SVC. On December 19, 2023, or the Acquisition Date, RMR LLC acquired MPC Partnership Holdings LLC, or MPC, or the Acquisition. In connection with the Acquisition, RMR LLC started providing management services through MPC and its subsidiaries to multiple private funds 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 MPC and its subsidiaries are presented as RMR Residential in these condensed consolidated financial statements. For additional information regarding the Acquisition, see Note 3, Acquisition of MPC Partnership Holdings LLC. 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 own minority equity interests. These other private clients, along with AlerisLife, Sonesta and clients of RMR Residential are collectively referred to as the Private Capital clients.

Basis of Presentation	9 Months Ended
Basis of Presentation	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	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, 2023, or our 2023 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. We report our results in a single reportable segment, which reflects how our chief operating decision maker, or the CODM, allocates resources and evaluates our financial results. 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 purchase price allocations, useful lives of intangibles and the fair value of certain assets and liabilities. The actual results could differ from these estimates. Recent Accounting Pronouncements Segments. On November 27, 2023, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Accounting Standards Codification, or ASC, 280, Segment Reporting, or ASC 280, in interim periods; and iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. Public entities with a single reportable segment must apply all the disclosure requirements of ASU No. 2023-07, as well as all the existing segment disclosures under ASC 280. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our consolidated financial statements and disclosures. Income Taxes. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its 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. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our consolidated financial statements and disclosures.

Acquisition of MPC Partnership Holdings LLC

9 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisition of MPC Partnership Holdings LLC

The following table summarizes the consideration transferred as of the Acquisition Date, excluding transaction costs:


Cash consideration paid by RMR LLC	$	84,474
Earnout	14,547
Total consideration	$	99,021

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Acquisition Date:


Assets acquired:
Cash and cash equivalents	$	5,703

Real estate	8,460
Due from related parties	6,788
Prepaid and other current assets	1,373
Intangible assets:
Property management and investment management agreements	13,694
Trade name	5,047
Investor relationships	1,874
Acquired leases	703
Total intangible assets	21,318

Total assets acquired	43,642
Liabilities assumed:
Mortgage note payable	4,726


Other liabilities	9,213
Total liabilities	13,939
Net identifiable assets acquired	29,703
Noncontrolling interests in consolidated entity	(444)
Goodwill	69,762
Total consideration	$	99,021

Real estate, acquired leases and mortgage note payable


Land	$	1,400
Building and improvements	7,060
Acquired leases	703
Total real estate and acquired leases	$	9,163

Property management and investment management agreements

Trade name

MPC operates many of its residential properties under the trade name ARIUM. We concluded this asset has an indefinite life.

Investor relationships

Managed funds

Pro Forma Financial Information


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Total revenues	$	205,479	$	297,137	$	696,517	$	790,120
Net income	13,092		50,116		37,556		89,671
Net income attributable to The RMR Group Inc.	5,238		22,426		16,430		80,090

The amounts above reflect certain pro forma adjustments that were directly attributable to the Acquisition as follows:

•adjustments to amortize the intangible assets recognized as a result of the Acquisition;

•adjustments to the historical depreciation of MPC’s property and equipment to reflect the depreciation resulting from the fair value measurement of such property and equipment;

•adjustments to interest expense resulting from the fair value measurement of the mortgage note payable; and

•adjustments to reflect the related transaction costs of $6,887 as if they had occurred as of October 1, 2022.

Revenue Recognition	9 Months Ended
Revenue Recognition	Jun. 30, 2024
Revenue Recognition [Abstract]
Revenue Recognition	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. Management Agreements with the Managed Equity REITs We are party to a business management and a property management agreement with each Managed Equity REIT. The following is a summary of the fees we earn pursuant to our business management agreements with the Managed Equity REITs. For a summary of the fees we earn pursuant to our property management agreements with the Managed Equity REITs, see Property Management Agreements, below. Base Business Management Fees — We earn annual base business management fees from the Managed Equity REITs by providing continuous services pursuant to business management agreements equal to the lesser of: •the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250,000, plus (c) 0.5% of the average invested capital exceeding $250,000; and •the sum of (a) 0.7% of the average market capitalization, as defined in the applicable business management agreement, up to $250,000, plus (b) 0.5% of the average market capitalization exceeding $250,000. The foregoing base business management fees are paid in cash monthly in arrears. We earned aggregate base business management fees from the Managed Equity REITs of $20,604 and $21,037 for the three months ended June 30, 2024 and 2023, respectively, and $63,400 and $63,894 for the nine months ended June 30, 2024 and 2023, respectively. Incentive Business Management Fees — We also may earn annual incentive business management fees from the Managed Equity REITs under the business management agreements. The incentive business management fees, which are payable in cash, are contingent performance based fees recognized only when earned at the end of each respective measurement period. Incentive business management fees are excluded from the transaction price until it becomes probable that there will not be a significant reversal of cumulative revenue recognized. The incentive business management fees are calculated for each Managed Equity REIT as 12.0% of the product of (a) the equity market capitalization of the Managed Equity REIT, as defined in the applicable business management agreement, on the last trading day of the year immediately prior to the relevant measurement period and (b) the amount, expressed as a percentage, by which the Managed Equity REIT’s total return per share, as defined in the applicable business management agreement, exceeded the applicable benchmark total return per share, as defined in the applicable business management agreement, of a specified REIT index identified in the applicable business management agreement for the measurement period, as adjusted for net share issuances during the period and subject to caps on the values of the incentive fees. The measurement period for the annual incentive business management fees is defined as the three year period ending on December 31 of the year for which such fee is being calculated. We did not earn incentive business management fees from the Managed Equity REITs for calendar years 2023 or 2022. Other Management Agreements We earn management fees by providing continuous services pursuant to the management agreements with ABP Trust regarding AlerisLife; with Sonesta and, until May 15, 2023, with TA; equal to 0.6% of: (i) in the case of AlerisLife, AlerisLife’s revenues from all sources reportable under GAAP, less any revenues reportable by AlerisLife with respect to properties for which it provides management services, plus the gross revenues at those properties determined in accordance with GAAP, payable in cash monthly in arrears; (ii) in the case of Sonesta, Sonesta’s estimated revenues from all sources reportable under GAAP, less any estimated revenues reportable by Sonesta with respect to hotels for which it provides management services, plus the estimated gross revenues at those hotels determined in accordance with GAAP, payable in cash monthly in advance; and (iii) in the case of TA, the sum of TA’s gross fuel margin, as defined in the applicable agreement, plus TA’s total nonfuel revenues, payable in cash monthly in advance. We also earn management fees from certain other Private Capital clients based on a percentage of average invested capital, as defined in the applicable management agreements. These management fees are payable in cash monthly in arrears. We earned aggregate base business management fees from TA and the Private Capital clients of $7,226 and $9,134 for the three months ended June 30, 2024 and 2023, respectively, and $20,521 and $29,874 for the nine months ended June 30, 2024 and 2023, respectively. In addition, in connection with BP’s acquisition of TA on May 15, 2023, TA terminated its business management agreement with us and paid us the applicable termination fee of $45,282. Property Management Agreements We earn property management fees by providing continuous services pursuant to property management agreements with the Managed Equity REITs, SEVN, RMR Residential and certain Private Capital clients. We generally earn fees under these agreements between 2.5% to 3.5% of gross collected rents. Also, under the terms of the property management agreements, we receive additional fees for construction supervision services up to 5.0% of the cost of such construction. In addition, we earn fees under our RMR Residential property management agreements for providing certain marketing, information technology and other management services, as defined in the applicable management agreements, and the related costs are included in general and administrative expenses in our condensed consolidated financial statements. These management fees are payable in cash monthly in arrears. For the three months ended June 30, 2024 and 2023, we earned aggregate property management fees of $19,939 and $15,649, respectively, including construction supervision fees of $3,567 and $4,418, respectively. For the nine months ended June 30, 2024 and 2023, we earned aggregate property management fees of $57,402 and $47,670, respectively, including construction supervision fees of $12,449 and $14,120, respectively. Management Agreements with Advisory Clients Tremont is primarily compensated pursuant to its management agreement with SEVN at an annual rate of 1.5% of equity, as defined in the applicable agreement. Tremont may also earn an incentive fee under its management agreement with SEVN equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) core earnings, as defined in the agreement, for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (B) the product of (1) equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (2) 7% per year and (b) the sum of any incentive fees paid to Tremont with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No incentive fee shall be payable with respect to any calendar quarter unless core earnings for the 12 most recently completed calendar quarters in the aggregate is greater than zero. The incentive fee may not be less than zero. Tremont earned incentive fees from SEVN of $370 and $729 for the three and nine months ended June 30, 2024, respectively, and $192 for both the three and nine months ended June 30, 2023. We earned advisory services revenue of $1,127 and $1,141 for the three months ended June 30, 2024 and 2023, respectively, and $3,378 and $3,371 for the nine months ended June 30, 2024 and 2023, respectively. 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. Reimbursable Compensation and Benefits — Reimbursable compensation and benefits include 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. We recognize the revenue for reimbursements when we incur the related reimbursable compensation and benefits expense on behalf of our clients. 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. The revenue in respect of each award is based on the fair value as of the award date for those shares that have vested, with subsequent changes in the fair value of the unvested awards being recognized in our condensed consolidated statements of income over the requisite service periods. We record an equal, offsetting amount as equity based compensation expense for the value of these awards. Other Reimbursable Expenses — Other reimbursable expenses include reimbursements that arise from services we provide pursuant to our property management agreements, which include third party costs related to matters such as maintenance and repairs, development costs, security and cleaning services, a significant portion of which are charged or passed through to and paid by tenants of our clients.

Equity Method Investments	9 Months Ended
Equity Method Investments	Jun. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investments	Equity Method Investments Seven Hills Realty Trust As of June 30, 2024, Tremont owned 1,708,058, or approximately 11.5%, 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 equity method investment in SEVN and determine 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 June 30, 2024 and September 30, 2023, based on quoted market prices, was $21,658 and $18,651, respectively. The unrealized gain in our condensed consolidated statements of income related to our investment in SEVN was $188 and $974 for the three months ended June 30, 2024 and 2023, respectively, and $4,800 and $3,571 for the nine months ended June 30, 2024 and 2023, respectively. We received distributions from SEVN of $598 for each of the three months ended June 30, 2024 and 2023, and $1,793 and $1,623 for the nine months ended June 30, 2024 and 2023, respectively. TravelCenters of America Inc. Until BP acquired TA on May 15, 2023, we owned 621,853, or approximately 4.1%, of TA’s outstanding common shares, that had a cost of $13,701. We previously accounted for our investment in TA using the equity method of accounting because we were deemed to exert significant influence, but not control, over TA’s most significant activities. Under the fair value option, we determined fair value using the closing price of TA’s common shares as of the end of the period, which was a Level 1 fair value input, and recorded changes in fair value in earnings in our condensed consolidated statements of income. We recorded net gains and losses in our condensed consolidated statements of income related to our investment in TA of ($311) and $19,942 for the three and nine months ended June 30, 2023, respectively.

Income Taxes

9 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

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


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Income taxes computed at the federal statutory rate	21.0	%	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	3.0	%	3.1	%	2.8	%	3.0	%

Permanent items	0.9	%	0.2	%	0.7	%	0.3	%
Uncertain tax position reserve, net of federal benefit	7.7	%	—	%	2.5	%	—	%
Net income attributable to noncontrolling interest	(9.8)	%	(10.0)	%	(9.8)	%	(9.9)	%

Total	22.8	%	14.3	%	17.2	%	14.4	%

Fair Value of Financial Instruments

9 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

The tables below presents our financial assets and liabilities measured at fair value on a recurring basis:




	June 30, 2024
	Total		Level 1		Level 2		Level 3



Due from related parties related to share based payment awards	$	6,659	$	6,659	$	—	$	—
Equity method investment in SEVN	21,658		21,658		—		—


Employer compensation liability related to share based payment awards	6,659		6,659		—		—

Earnout liability	13,783		—		—		13,783


	September 30, 2023
	Total		Level 1		Level 2		Level 3













Due from related parties related to share based payment awards	$	10,695	$	10,695	$	—	$	—
Equity method investment in SEVN	18,651		18,651		—		—
Employer compensation liability related to share based payment awards	10,695		10,695		—		—

Fair Value

Valuation Technique

Unobservable Input

Range

Earnout liability

13,783

Monte Carlo

Capital deployment volatility

15.00%

Discount rate

5.80%

The table below presents a summary of the changes in fair value for our Earnout liability measured on a recurring basis:


	Three Months Ended		Nine Months Ended
	June 30, 2024		June 30, 2024
Beginning balance	$	14,847	$	—
Acquisition of MPC Partnership Holdings LLC	—		14,547
Changes in fair value for our Earnout liability measured on a recurring basis	(1,064)		(764)
Ending balance	$	13,783	$	13,783

Related Person Transactions

9 Months Ended

Jun. 30, 2024

Related Person Transactions

employees of RMR LLC, and Jennifer B. Clark, our other Managing Director, and Matthew P. Jordan, our Executive Vice President, Chief Financial Officer and Treasurer, are also officers of ABP Trust.

Additional information about our related person transactions appears in Note 9, Shareholders’ Equity, and in our 2023 Annual Report.

Revenues from Related Parties

For the three months ended June 30, 2024 and 2023, we recognized revenues from related parties as set forth in the following table:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	5,847	$	24,175	$	30,022	$	5,655	$	37,352	$	43,007
ILPT	9,073		8,338		17,411		9,113		10,664		19,777
OPI	7,307		52,386		59,693		9,363		89,220		98,583
SVC	10,430		47,690		58,120		10,308		34,643		44,951
Total Managed Equity REITs	32,657		132,589		165,246		34,439		171,879		206,318
SEVN	1,511		1,401		2,912		1,333		1,193		2,526
TA (1)	—		—		—		47,238		—		47,238
	34,168		133,990		168,158		83,010		173,072		256,082

Private Capital:
AlerisLife	1,442		—		1,442		1,381		—		1,381
Sonesta	2,624		—		2,624		2,796		—		2,796
RMR Residential	5,688		7,924		13,612		—		—		—


Other private entities	5,344		14,299		19,643		5,248		14,666		19,914
	15,098		22,223		37,321		9,425		14,666		24,091

Revenues from related parties	49,266		156,213		205,479		92,435		187,738		280,173
Revenues from unrelated parties	—		—		—		52		—		52
Total revenues	$	49,266	$	156,213	$	205,479	$	92,487	$	187,738	$	280,225

For the nine months ended June 30, 2024 and 2023, we recognized revenues from related parties as set forth in the following table:


	Nine Months Ended June 30, 2024						Nine Months Ended June 30, 2023
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	18,257	$	96,180	$	114,437	$	17,593	$	117,821	$	135,414
ILPT	27,403		27,953		55,356		27,377		30,615		57,992
OPI	23,494		168,677		192,171		29,448		268,204		297,652
SVC	33,143		181,628		214,771		30,046		75,468		105,514
Total Managed Equity REITs	102,297		474,438		576,735		104,464		492,108		596,572
SEVN	4,139		4,413		8,552		3,563		3,516		7,079
TA (1)	—		—		—		55,214		3,476		58,690

	106,436		478,851		585,287		163,241		499,100		662,341

Private Capital:
AlerisLife (2)	4,275		—		4,275		4,014		97		4,111
Sonesta	6,847		—		6,847		6,954		544		7,498
RMR Residential	11,864		16,249		28,113		—		—		—
Other private entities	16,008		44,369		60,377		16,074		49,308		65,382
	38,994		60,618		99,612		27,042		49,949		76,991

Revenues from related parties	145,430		539,469		684,899		190,283		549,049		739,332
Revenues from unrelated parties	—		—		—		52		—		52
Total revenues	$	145,430	$	539,469	$	684,899	$	190,335	$	549,049	$	739,384

Amounts Due From Related Parties

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


	June 30, 2024						September 30, 2023
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Perpetual Capital:
DHC	$	4,971	$	7,595	$	12,566	$	5,953	$	13,434	$	19,387
ILPT	3,627		5,831		9,458		4,597		5,869		10,466
OPI	5,822		44,569		50,391		7,427		51,912		59,339
SVC	4,810		5,949		10,759		5,528		8,423		13,951
Total Managed Equity REITs	19,230		63,944		83,174		23,505		79,638		103,143
SEVN	1,497		1,363		2,860		1,663		1,921		3,584

	20,727		65,307		86,034		25,168		81,559		106,727

Private Capital:
AlerisLife (1)	549		—		549		74		—		74
Sonesta	83		—		83		89		—		89

RMR Residential	7,024		—		7,024		—		—		—
Other private entities	3,919		5,970		9,889		4,634		7,060		11,694
	11,575		5,970		17,545		4,797		7,060		11,857

	$	32,302	$	71,277	$	103,579	$	29,965	$	88,619	$	118,584

Leases

Tax-Related Payments

ABP Trust’s Acquisition of AlerisLife

Separation Arrangements

Shareholders’ Equity

9 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Shareholders’ Equity

Distributions

During the nine months ended June 30, 2024 and 2023, we declared and paid dividends on our Class A Common Shares and Class B-1 common stock, or Class B-1 Common Shares, as follows:


Declaration	Record	Paid	Distributions		Total
Date	Date	Date	Per Common Share		Distributions
Nine Months Ended June 30, 2024
10/12/2023	10/23/2023	11/16/2023	$	0.40	$	6,684
1/11/2024	1/22/2024	2/15/2024	0.40		6,684
4/11/2024	4/22/2024	5/16/2024	0.45		7,529
			$	1.25	$	20,897
Nine Months Ended June 30, 2023
10/13/2022	10/24/2022	11/17/2022	$	0.40	$	6,642
1/12/2023	1/23/2023	2/16/2023	0.40		6,641
4/13/2023	4/24/2023	5/18/2023	0.40		6,648
			$	1.20	$	19,931

These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:


			Distributions Per		Total		RMR LLC		RMR LLC
Declaration	Record	Paid	RMR LLC		RMR LLC		Distributions		Distributions
Date	Date	Date	Membership Unit		Distributions		to RMR Inc.		to ABP Trust
Nine Months Ended June 30, 2024
10/12/2023	10/23/2023	11/16/2023	$	0.32	$	10,148	$	5,348	$	4,800
1/11/2024	1/22/2024	2/15/2024	0.32		10,147		5,347		4,800
4/11/2024	4/22/2024	5/16/2024	0.32		10,154		5,354		4,800
			$	0.96	$	30,449	$	16,049	$	14,400
Nine Months Ended June 30, 2023
10/13/2022	10/24/2022	11/17/2022	$	0.32	$	10,114	$	5,314	$	4,800
1/12/2023	1/23/2023	2/16/2023	0.32		10,113		5,313		4,800
4/13/2023	4/24/2023	5/18/2023	0.32		10,118		5,318		4,800
			$	0.96	$	30,345	$	15,945	$	14,400

The remainder of the dividends noted above were funded with cash accumulated at RMR Inc.

Per Common Share Amounts

9 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Per Common Share Amounts

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.

The calculation of basic and diluted earnings per share for the three and nine months ended June 30, 2024 and 2023, is as follows (amounts in thousands, except per share amounts):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Numerators:
Net income attributable to The RMR Group Inc.	$	4,935	$	24,641	$	17,794	$	49,451
Less: income attributable to unvested participating securities	(76)		(273)		(235)		(580)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	4,859		24,368		17,559		48,871
Effect of dilutive securities:
Add back: income attributable to unvested participating securities	—		—		—		580

Add back: net income attributable to noncontrolling interest in The RMR Group LLC	—		—		—		61,262
Add back: income tax expense	—		—		—		18,581
Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (1)	—		—		—		(35,932)
Net income used in calculating diluted EPS	$	4,859	$	24,368	$	17,559	$	93,362

Denominators:
Common shares outstanding	16,729		16,614		16,729		16,614


Less: unvested participating securities and incremental impact of weighted average	(187)		(179)		(207)		(198)
Weighted average common shares outstanding - basic	16,542		16,435		16,522		16,416
Effect of dilutive securities:
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares	—		—		—		15,000
Add: incremental unvested shares	—		—		—		15
Weighted average common shares outstanding - diluted	16,542		16,435		16,522		31,431

Net income attributable to The RMR Group Inc. per common share - basic	$	0.29	$	1.48	$	1.06	$	2.98
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.29	$	1.48	$	1.06	$	2.97

(1)Income tax expense assumes the hypothetical conversion of the noncontrolling interest in The RMR Group LLC, which results in an estimated tax rate of 27.8% for the nine months ended June 30, 2023.

Net Income Attributable to RMR Inc.

9 Months Ended

Jun. 30, 2024

Net Income Attributable to RMR Inc.

Net Income Attributable to RMR Inc.

Net income attributable to RMR Inc. for the three and nine months ended June 30, 2024 and 2023, is calculated as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,

	2024		2023		2024		2023
Income before income tax expense	$	16,061	$	64,385	$	49,058	$	129,294
RMR Inc. franchise tax expense and interest income	(187)		(110)		(616)		(255)


Net income before noncontrolling interest	15,874		64,275		48,442		129,039
Net income attributable to noncontrolling interest in The RMR Group LLC	(7,482)		(30,530)		(22,876)		(61,262)
Net income attributable to noncontrolling interest in consolidated entity	13		—		27		—
Net income attributable to RMR Inc. before income tax expense	8,405		33,745		25,593		67,777

Income tax expense attributable to RMR Inc.	(3,657)		(9,214)		(8,415)		(18,581)
RMR Inc. franchise tax expense and interest income	187		110		616		255
Net income attributable to RMR Inc.	$	4,935	$	24,641	$	17,794	$	49,451

Subsequent Events

9 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

The following activities that occurred subsequent to June 30, 2024 are part of our strategic initiatives to expand our private capital business:

Real Estate Lending Venture

The table below provides overall statistics for our loans originated in July 2024:



Number of loans	2
Total loan commitments	$	67,000
Unfunded loan commitments(1)	$	9,820
Principal balance	$	57,180
Weighted average coupon rate	9.38		%
Weighted average all in yield(2)	10.29		%
Weighted average floor	4.34		%

(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.

RMR Residential Acquisition

We plan either to syndicate this acquisition or use it to seed a small portfolio of multifamily assets we would subsequently syndicate to third party investors.

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
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, 2023, or our 2023 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. We report our results in a single reportable segment, which reflects how our chief operating decision maker, or the CODM, allocates resources and evaluates our financial results. 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 purchase price allocations, useful lives of intangibles and the fair value of certain assets and liabilities. The actual results could differ from these estimates.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Segments. On November 27, 2023, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Accounting Standards Codification, or ASC, 280, Segment Reporting, or ASC 280, in interim periods; and iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. Public entities with a single reportable segment must apply all the disclosure requirements of ASU No. 2023-07, as well as all the existing segment disclosures under ASC 280. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our consolidated financial statements and disclosures. Income Taxes. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its 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. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our consolidated financial statements and disclosures.

Acquisition of MPC Partnership Holdings LLC (Tables)

9 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the consideration transferred as of the Acquisition Date, excluding transaction costs:


Cash consideration paid by RMR LLC	$	84,474
Earnout	14,547
Total consideration	$	99,021

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Acquisition Date:


Assets acquired:
Cash and cash equivalents	$	5,703

Real estate	8,460
Due from related parties	6,788
Prepaid and other current assets	1,373
Intangible assets:
Property management and investment management agreements	13,694
Trade name	5,047
Investor relationships	1,874
Acquired leases	703
Total intangible assets	21,318

Total assets acquired	43,642
Liabilities assumed:
Mortgage note payable	4,726


Other liabilities	9,213
Total liabilities	13,939
Net identifiable assets acquired	29,703
Noncontrolling interests in consolidated entity	(444)
Goodwill	69,762
Total consideration	$	99,021

The allocation of the fair value of the Woodstock Property and related acquired leases as of the Acquisition Date is as follows:


Land	$	1,400
Building and improvements	7,060
Acquired leases	703
Total real estate and acquired leases	$	9,163

Schedule of Business Acquisition, Pro Forma Information

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of future operations or results had the Acquisition been completed as of October 1, 2022.


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Total revenues	$	205,479	$	297,137	$	696,517	$	790,120
Net income	13,092		50,116		37,556		89,671
Net income attributable to The RMR Group Inc.	5,238		22,426		16,430		80,090

Income Taxes (Tables)

9 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Reconciliation of the Statutory Income Tax Rate to the Effective Tax Rate

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


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Income taxes computed at the federal statutory rate	21.0	%	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	3.0	%	3.1	%	2.8	%	3.0	%

Permanent items	0.9	%	0.2	%	0.7	%	0.3	%
Uncertain tax position reserve, net of federal benefit	7.7	%	—	%	2.5	%	—	%
Net income attributable to noncontrolling interest	(9.8)	%	(10.0)	%	(9.8)	%	(9.9)	%

Total	22.8	%	14.3	%	17.2	%	14.4	%

Fair Value of Financial Instruments (Tables)

9 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value

The tables below presents our financial assets and liabilities measured at fair value on a recurring basis:




	June 30, 2024
	Total		Level 1		Level 2		Level 3



Due from related parties related to share based payment awards	$	6,659	$	6,659	$	—	$	—
Equity method investment in SEVN	21,658		21,658		—		—


Employer compensation liability related to share based payment awards	6,659		6,659		—		—

Earnout liability	13,783		—		—		13,783


	September 30, 2023
	Total		Level 1		Level 2		Level 3













Due from related parties related to share based payment awards	$	10,695	$	10,695	$	—	$	—
Equity method investment in SEVN	18,651		18,651		—		—
Employer compensation liability related to share based payment awards	10,695		10,695		—		—

Schedule of Value Measurement Inputs and Valuation Techniques

Fair Value

Valuation Technique

Unobservable Input

Range

Earnout liability

13,783

Monte Carlo

Capital deployment volatility

15.00%

Discount rate

5.80%

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The table below presents a summary of the changes in fair value for our Earnout liability measured on a recurring basis:


	Three Months Ended		Nine Months Ended
	June 30, 2024		June 30, 2024
Beginning balance	$	14,847	$	—
Acquisition of MPC Partnership Holdings LLC	—		14,547
Changes in fair value for our Earnout liability measured on a recurring basis	(1,064)		(764)
Ending balance	$	13,783	$	13,783

Related Person Transactions (Tables)

9 Months Ended

Jun. 30, 2024

Schedule of Related Party Transactions

For the three months ended June 30, 2024 and 2023, we recognized revenues from related parties as set forth in the following table:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	5,847	$	24,175	$	30,022	$	5,655	$	37,352	$	43,007
ILPT	9,073		8,338		17,411		9,113		10,664		19,777
OPI	7,307		52,386		59,693		9,363		89,220		98,583
SVC	10,430		47,690		58,120		10,308		34,643		44,951
Total Managed Equity REITs	32,657		132,589		165,246		34,439		171,879		206,318
SEVN	1,511		1,401		2,912		1,333		1,193		2,526
TA (1)	—		—		—		47,238		—		47,238
	34,168		133,990		168,158		83,010		173,072		256,082

Private Capital:
AlerisLife	1,442		—		1,442		1,381		—		1,381
Sonesta	2,624		—		2,624		2,796		—		2,796
RMR Residential	5,688		7,924		13,612		—		—		—


Other private entities	5,344		14,299		19,643		5,248		14,666		19,914
	15,098		22,223		37,321		9,425		14,666		24,091

Revenues from related parties	49,266		156,213		205,479		92,435		187,738		280,173
Revenues from unrelated parties	—		—		—		52		—		52
Total revenues	$	49,266	$	156,213	$	205,479	$	92,487	$	187,738	$	280,225

For the nine months ended June 30, 2024 and 2023, we recognized revenues from related parties as set forth in the following table:


	Nine Months Ended June 30, 2024						Nine Months Ended June 30, 2023
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Perpetual Capital:
DHC	$	18,257	$	96,180	$	114,437	$	17,593	$	117,821	$	135,414
ILPT	27,403		27,953		55,356		27,377		30,615		57,992
OPI	23,494		168,677		192,171		29,448		268,204		297,652
SVC	33,143		181,628		214,771		30,046		75,468		105,514
Total Managed Equity REITs	102,297		474,438		576,735		104,464		492,108		596,572
SEVN	4,139		4,413		8,552		3,563		3,516		7,079
TA (1)	—		—		—		55,214		3,476		58,690

	106,436		478,851		585,287		163,241		499,100		662,341

Private Capital:
AlerisLife (2)	4,275		—		4,275		4,014		97		4,111
Sonesta	6,847		—		6,847		6,954		544		7,498
RMR Residential	11,864		16,249		28,113		—		—		—
Other private entities	16,008		44,369		60,377		16,074		49,308		65,382
	38,994		60,618		99,612		27,042		49,949		76,991

Revenues from related parties	145,430		539,469		684,899		190,283		549,049		739,332
Revenues from unrelated parties	—		—		—		52		—		52
Total revenues	$	145,430	$	539,469	$	684,899	$	190,335	$	549,049	$	739,384

Amounts Due From Related Parties

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


	June 30, 2024						September 30, 2023
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Perpetual Capital:
DHC	$	4,971	$	7,595	$	12,566	$	5,953	$	13,434	$	19,387
ILPT	3,627		5,831		9,458		4,597		5,869		10,466
OPI	5,822		44,569		50,391		7,427		51,912		59,339
SVC	4,810		5,949		10,759		5,528		8,423		13,951
Total Managed Equity REITs	19,230		63,944		83,174		23,505		79,638		103,143
SEVN	1,497		1,363		2,860		1,663		1,921		3,584

	20,727		65,307		86,034		25,168		81,559		106,727

Private Capital:
AlerisLife (1)	549		—		549		74		—		74
Sonesta	83		—		83		89		—		89

RMR Residential	7,024		—		7,024		—		—		—
Other private entities	3,919		5,970		9,889		4,634		7,060		11,694
	11,575		5,970		17,545		4,797		7,060		11,857

	$	32,302	$	71,277	$	103,579	$	29,965	$	88,619	$	118,584

Shareholders’ Equity (Tables)

9 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Schedule of Dividends Declared

During the nine months ended June 30, 2024 and 2023, we declared and paid dividends on our Class A Common Shares and Class B-1 common stock, or Class B-1 Common Shares, as follows:


Declaration	Record	Paid	Distributions		Total
Date	Date	Date	Per Common Share		Distributions
Nine Months Ended June 30, 2024
10/12/2023	10/23/2023	11/16/2023	$	0.40	$	6,684
1/11/2024	1/22/2024	2/15/2024	0.40		6,684
4/11/2024	4/22/2024	5/16/2024	0.45		7,529
			$	1.25	$	20,897
Nine Months Ended June 30, 2023
10/13/2022	10/24/2022	11/17/2022	$	0.40	$	6,642
1/12/2023	1/23/2023	2/16/2023	0.40		6,641
4/13/2023	4/24/2023	5/18/2023	0.40		6,648
			$	1.20	$	19,931

These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:


			Distributions Per		Total		RMR LLC		RMR LLC
Declaration	Record	Paid	RMR LLC		RMR LLC		Distributions		Distributions
Date	Date	Date	Membership Unit		Distributions		to RMR Inc.		to ABP Trust
Nine Months Ended June 30, 2024
10/12/2023	10/23/2023	11/16/2023	$	0.32	$	10,148	$	5,348	$	4,800
1/11/2024	1/22/2024	2/15/2024	0.32		10,147		5,347		4,800
4/11/2024	4/22/2024	5/16/2024	0.32		10,154		5,354		4,800
			$	0.96	$	30,449	$	16,049	$	14,400
Nine Months Ended June 30, 2023
10/13/2022	10/24/2022	11/17/2022	$	0.32	$	10,114	$	5,314	$	4,800
1/12/2023	1/23/2023	2/16/2023	0.32		10,113		5,313		4,800
4/13/2023	4/24/2023	5/18/2023	0.32		10,118		5,318		4,800
			$	0.96	$	30,345	$	15,945	$	14,400

Per Common Share Amounts (Tables)

9 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

The calculation of basic and diluted earnings per share for the three and nine months ended June 30, 2024 and 2023, is as follows (amounts in thousands, except per share amounts):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Numerators:
Net income attributable to The RMR Group Inc.	$	4,935	$	24,641	$	17,794	$	49,451
Less: income attributable to unvested participating securities	(76)		(273)		(235)		(580)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	4,859		24,368		17,559		48,871
Effect of dilutive securities:
Add back: income attributable to unvested participating securities	—		—		—		580

Add back: net income attributable to noncontrolling interest in The RMR Group LLC	—		—		—		61,262
Add back: income tax expense	—		—		—		18,581
Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (1)	—		—		—		(35,932)
Net income used in calculating diluted EPS	$	4,859	$	24,368	$	17,559	$	93,362

Denominators:
Common shares outstanding	16,729		16,614		16,729		16,614


Less: unvested participating securities and incremental impact of weighted average	(187)		(179)		(207)		(198)
Weighted average common shares outstanding - basic	16,542		16,435		16,522		16,416
Effect of dilutive securities:
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares	—		—		—		15,000
Add: incremental unvested shares	—		—		—		15
Weighted average common shares outstanding - diluted	16,542		16,435		16,522		31,431

Net income attributable to The RMR Group Inc. per common share - basic	$	0.29	$	1.48	$	1.06	$	2.98
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.29	$	1.48	$	1.06	$	2.97

(1)Income tax expense assumes the hypothetical conversion of the noncontrolling interest in The RMR Group LLC, which results in an estimated tax rate of 27.8% for the nine months ended June 30, 2023.

Net Income Attributable to RMR Inc. (Tables)

9 Months Ended

Jun. 30, 2024

Net Income Attributable to RMR Inc.

Schedule of Net Income Attributable to Parent

Net income attributable to RMR Inc. for the three and nine months ended June 30, 2024 and 2023, is calculated as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,

	2024		2023		2024		2023
Income before income tax expense	$	16,061	$	64,385	$	49,058	$	129,294
RMR Inc. franchise tax expense and interest income	(187)		(110)		(616)		(255)


Net income before noncontrolling interest	15,874		64,275		48,442		129,039
Net income attributable to noncontrolling interest in The RMR Group LLC	(7,482)		(30,530)		(22,876)		(61,262)
Net income attributable to noncontrolling interest in consolidated entity	13		—		27		—
Net income attributable to RMR Inc. before income tax expense	8,405		33,745		25,593		67,777

Income tax expense attributable to RMR Inc.	(3,657)		(9,214)		(8,415)		(18,581)
RMR Inc. franchise tax expense and interest income	187		110		616		255
Net income attributable to RMR Inc.	$	4,935	$	24,641	$	17,794	$	49,451

Subsequent Events (Tables)

9 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Schedule of Loans Originated

The table below provides overall statistics for our loans originated in July 2024:



Number of loans	2
Total loan commitments	$	67,000
Unfunded loan commitments(1)	$	9,820
Principal balance	$	57,180
Weighted average coupon rate	9.38		%
Weighted average all in yield(2)	10.29		%
Weighted average floor	4.34		%

(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.

Organization (Details)	9 Months Ended
Organization (Details)	Jun. 30, 2024 real_estate_investment_trust shares
Related Party Transaction [Line Items]
Number of managed trusts \| real_estate_investment_trust	4
RMR LLC
Related Party Transaction [Line Items]
Ownership percentage	52.70%
Class B Membership Units
Related Party Transaction [Line Items]
Membership units (in shares)	1,000,000
Class A Common Stock \| Class A Membership Units
Related Party Transaction [Line Items]
Membership units (in shares)	15,729,473
Capital Unit Redeemable Class A Units \| ABP Trust
Related Party Transaction [Line Items]
Membership units (in shares)	15,000,000
Capital Unit Redeemable Class A Units \| ABP Trust \| RMR LLC
Related Party Transaction [Line Items]
Ownership percentage	47.30%

Acquisition of MPC Partnership Holdings LLC - Narrative (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Dec. 19, 2023 USD ($) fund property	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Oct. 01, 2022 USD ($)
Business Acquisition [Line Items]
Recognition of Earnout liability		$ 14,547	$ 0	$ 14,547	$ 0
Goodwill		71,620		71,620		$ 1,859
Mortgage note payable		4,789		4,789		0
Total noncontrolling interests		182,250		$ 182,250		$ 183,597
Property management fee percent based on the cost of construction				5.00%
Aggregate property management fees		19,939	$ 15,649	$ 57,402	$ 47,670
MPC Partnership Holdings LLC
Business Acquisition [Line Items]
Number of real estate properties \| property	66
Properties with no ownership interest \| property	14
Property management fee percent based on the cost of construction	5.00%
Mortgages
Business Acquisition [Line Items]
Mortgage note payable		$ 4,789		$ 4,789
Maximum
Business Acquisition [Line Items]
Property management fee percent based on gross collected rents				3.50%
Maximum \| MPC Partnership Holdings LLC
Business Acquisition [Line Items]
Property management fee percent based on gross collected rents	3.50%
Aggregate property management fees	$ 200
Minimum
Business Acquisition [Line Items]
Property management fee percent based on gross collected rents				2.50%
Minimum \| MPC Partnership Holdings LLC
Business Acquisition [Line Items]
Property management fee percent based on gross collected rents	2.50%
Aggregate property management fees	$ 100
MPC Partnership Holdings LLC
Business Acquisition [Line Items]
Payments to acquire businesses, gross	80,000
Transaction costs	4,200						$ 6,887
Goodwill	69,762
Mortgage note payable	$ 4,726
MPC Partnership Holdings LLC \| CARROLL Multifamily Venture VII, LP
Business Acquisition [Line Items]
Number of funds \| fund	4
Number of funds fully funded \| fund	3
Unfunded commitment capital	$ 208,026
Committed capital	342,825
MPC Partnership Holdings LLC \| Mortgages
Business Acquisition [Line Items]
Mortgage note payable	4,726
Mortgage note payable	$ 5,429
Debt instrument, interest rate, stated percentage	3.71%
Debt, year one	$ 0
Debt, year two	8
Debt, year three	98
Debt, year four	102
Debt, after year four	$ 5,221
MPC Partnership Holdings LLC \| Building and improvements
Business Acquisition [Line Items]
Weighted average useful life	25 years
MPC Partnership Holdings LLC \| Acquired leases
Business Acquisition [Line Items]
Amortization period	2 years 10 months 24 days
MPC Partnership Holdings LLC \| Property management and investment management agreements
Business Acquisition [Line Items]
Weighted average useful life	5 years 7 months 6 days
MPC Partnership Holdings LLC \| Investor relationships
Business Acquisition [Line Items]
Weighted average useful life	5 years
MPC Partnership Holdings LLC \| 260 Woodstock Investor, LLC
Business Acquisition [Line Items]
Ownership percentage	90.00%
Total noncontrolling interests	$ 444
MPC Partnership Holdings LLC \| Maximum
Business Acquisition [Line Items]
Recognition of Earnout liability	$ 20,000

Acquisition of MPC Partnership Holdings LLC - Consideration (Details) - MPC Partnership Holdings LLC $ in Thousands	Dec. 19, 2023 USD ($)
Business Acquisition [Line Items]
Cash consideration paid by RMR LLC	$ 84,474
Earnout	14,547
Total consideration	$ 99,021

Acquisition of MPC Partnership Holdings LLC - Assets Acquired Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 19, 2023	Sep. 30, 2023
Liabilities assumed:
Goodwill	$ 71,620		$ 1,859
MPC Partnership Holdings LLC
Assets acquired:
Cash and cash equivalents		$ 5,703
Real estate		8,460
Due from related parties		6,788
Prepaid and other current assets		1,373
Intangible assets:
Total intangible assets		21,318
Total assets acquired		43,642
Liabilities assumed:
Mortgage note payable		4,726
Other liabilities		9,213
Total liabilities		13,939
Net identifiable assets acquired		29,703
Noncontrolling interests in consolidated entity		(444)
Goodwill		69,762
Total consideration		99,021
MPC Partnership Holdings LLC \| Trade name
Intangible assets:
Indefinite-lived assets		5,047
Property management and investment management agreements \| MPC Partnership Holdings LLC
Intangible assets:
Finite-lived assets		13,694
Investor relationships \| MPC Partnership Holdings LLC
Intangible assets:
Finite-lived assets		1,874
Acquired leases \| MPC Partnership Holdings LLC
Intangible assets:
Finite-lived assets		$ 703

Acquisition of MPC Partnership Holdings LLC - Allocation of Purchase Price (Details) - MPC Partnership Holdings LLC $ in Thousands	Dec. 19, 2023 USD ($)
Business Acquisition [Line Items]
Land	$ 1,400
Building and improvements	7,060
Total real estate and acquired leases	9,163
Acquired leases
Business Acquisition [Line Items]
Acquired leases	$ 703

Acquisition of MPC Partnership Holdings LLC - Pro Forma (Details) - MPC Partnership Holdings LLC - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Business Acquisition [Line Items]
Total revenues	$ 205,479	$ 297,137	$ 696,517	$ 790,120
Net income	13,092	50,116	37,556	89,671
Net income attributable to The RMR Group Inc.	$ 5,238	$ 22,426	$ 16,430	$ 80,090

Revenue Recognition - Management Agreements with the Managed Equity REITs (Details) - Managed Equity REITs - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Business Management and Incentive Fees
Business management fees as a percentage of transferred real estate assets			0.50%
Business management fees as a percentage of average invested capital below the threshold limit			0.70%
Maximum threshold amount for calculating the business management fees	$ 250,000,000		$ 250,000,000
Business management fees as a percentage of average invested capital above the threshold limit			0.50%
Minimum threshold amount for calculating the business management fees	250,000,000		$ 250,000,000
Business management fees as a percent of average market capitalization below the threshold limit			0.70%
Business management fees as a percent of average market capitalization above the threshold limit			0.50%
Aggregate base business management fees	$ 20,604,000	$ 21,037,000	$ 63,400,000	$ 63,894,000
Contingent incentive business management fee percentage			12.00%
Aggregate incentive business management fees					$ 0	$ 0

Revenue Recognition - Other Management Agreements (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	May 15, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Termination fee		$ 205,479	$ 280,225	$ 684,899	$ 739,384
Termination fee
Related Party Transaction [Line Items]
Termination fee	$ 45,282		45,282		45,282
Managed Operating Companies
Related Party Transaction [Line Items]
Business management fee percent based on management agreements				0.60%
Perpetual Capital
Related Party Transaction [Line Items]
Aggregate business management fees		7,226	9,134	$ 20,521	29,874
Termination fee		$ 168,158	$ 256,082	$ 585,287	$ 662,341

Revenue Recognition - Property Management Fees (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Property management fee percent based on the cost of construction			5.00%
Aggregate property management fees	$ 19,939	$ 15,649	$ 57,402	$ 47,670
Construction supervision fees	$ 3,567	$ 4,418	$ 12,449	$ 14,120
Minimum
Related Party Transaction [Line Items]
Property management fee percent based on gross collected rents			2.50%
Maximum
Related Party Transaction [Line Items]
Property management fee percent based on gross collected rents			3.50%

Revenue Recognition - Management Agreements with Advisory Clients (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Total revenues	$ 205,479	$ 280,225	$ 684,899	$ 739,384
Tremont Advisors
Related Party Transaction [Line Items]
Incentive fee percentage condition 1			20.00%
Incentive fee percentage condition 2			7.00%
Advisory services
Related Party Transaction [Line Items]
Total revenues	1,127	1,141	$ 3,378	3,371
Advisory services \| Tremont Advisors
Related Party Transaction [Line Items]
Business management fee percent based on management agreements			1.50%
Total revenues	1,127	1,141	$ 3,378	3,371
Incentive fees \| Tremont Advisors
Related Party Transaction [Line Items]
Total revenues	$ 370	$ 192	$ 729	$ 192

Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023	Mar. 31, 2023
Schedule of Equity Method Investments [Line Items]
Gain (loss) on equity method investments	$ 188	$ 663	$ 4,800	$ 23,513
Distributions from investments			1,793	1,623
Recurring basis
Schedule of Equity Method Investments [Line Items]
Equity method investments	21,658		21,658		$ 18,651
SEVN
Schedule of Equity Method Investments [Line Items]
Gain (loss) on equity method investments	188	974	4,800	3,571
Distributions from investments	$ 598	598	$ 1,793	1,623
TA
Schedule of Equity Method Investments [Line Items]
Gain (loss) on equity method investments		$ (311)		$ 19,942
Tremont Reality Capital \| SEVN \| Revenues from related parties
Schedule of Equity Method Investments [Line Items]
Number of shares owned (in shares)	1,708,058		1,708,058
Ownership percentage	11.50%		11.50%
RMR LLC \| TA
Schedule of Equity Method Investments [Line Items]
Number of shares owned (in shares)						621,853
Ownership percentage						4.10%
Purchase price						$ 13,701

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 3,657	$ 9,214	$ 8,415	$ 18,581
Federal income tax expense	1,557	6,751	4,904	13,614
State income tax expense	$ 2,100	$ 2,463	$ 3,511	$ 4,967

Income Taxes - Reconciliation of Income Tax Rate (Details)	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income taxes computed at the federal statutory rate	21.00%	21.00%	21.00%	21.00%
State taxes, net of federal benefit	3.00%	3.10%	2.80%	3.00%
Permanent items	0.90%	0.20%	0.70%	0.30%
Uncertain tax position reserve, net of federal benefit	7.70%	0.00%	2.50%	0.00%
Net income attributable to noncontrolling interest	(9.80%)	(10.00%)	(9.80%)	(9.90%)
Total	22.80%	14.30%	17.20%	14.40%

Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Mortgage note payable	$ 4,789	$ 0
Mortgages
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Mortgage note payable	4,789
Debt fair value	$ 4,857

Fair Value of Financial Instruments - Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023
Schedule of assets and liabilities measured at fair value
Earnout liability	$ 14,547		$ 0
Recurring basis
Schedule of assets and liabilities measured at fair value
Due from related parties related to share based payment awards	6,659	$ 10,695
Equity method investment in SEVN	21,658	18,651
Employer compensation liability related to share based payment awards	6,659	10,695
Earnout liability	13,783
Recurring basis \| Level 1
Schedule of assets and liabilities measured at fair value
Due from related parties related to share based payment awards	6,659	10,695
Equity method investment in SEVN	21,658	18,651
Employer compensation liability related to share based payment awards	6,659	10,695
Earnout liability	0
Recurring basis \| Level 2
Schedule of assets and liabilities measured at fair value
Due from related parties related to share based payment awards	0	0
Equity method investment in SEVN	0	0
Employer compensation liability related to share based payment awards	0	0
Earnout liability	0
Recurring basis \| Level 3
Schedule of assets and liabilities measured at fair value
Due from related parties related to share based payment awards	0	0
Equity method investment in SEVN	0	0
Employer compensation liability related to share based payment awards	0	$ 0
Earnout liability	$ 13,783

Fair Value of Financial Instruments - Valuation Techniques (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Recognition of Earnout liability	$ 14,547	$ 0
Recurring basis
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Recognition of Earnout liability	$ 13,783
Recurring basis \| Capital deployment volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range	0.1500
Recurring basis \| Discount rates
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Range	0.0580

Fair Value of Financial Instruments - Unobservable Inputs Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 14,847	$ 0
Acquisition of MPC Partnership Holdings LLC	0	14,547
Changes in fair value for our Earnout liability measured on a recurring basis	(1,064)	(764)
Ending balance	$ 13,783	$ 13,783

Related Person Transactions - Narrative (Details) - Revenues from related parties - Adam D. Portnoy	Jun. 30, 2024
SEVN
Related Party Transaction [Line Items]
Ownership percentage (less than)	13.50%
DHC
Related Party Transaction [Line Items]
Ownership percentage (less than)	9.80%
ILPT
Related Party Transaction [Line Items]
Ownership percentage (less than)	5.00%
OPI
Related Party Transaction [Line Items]
Ownership percentage (less than)	5.00%
SVC
Related Party Transaction [Line Items]
Ownership percentage (less than)	5.00%
TA
Related Party Transaction [Line Items]
Ownership percentage (less than)	5.00%

Related Person Transactions - Revenues from Related and Unrelated Parties (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	May 15, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Total revenues		$ 205,479	$ 280,225	$ 684,899	$ 739,384
Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		49,266	92,487	145,430	190,335
Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		156,213	187,738	539,469	549,049
Termination fee
Related Party Transaction [Line Items]
Total revenues	$ 45,282		45,282		45,282
Revenues from related parties
Related Party Transaction [Line Items]
Total revenues		205,479	280,173	684,899	739,332
Revenues from related parties \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		49,266	92,435	145,430	190,283
Revenues from related parties \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		156,213	187,738	539,469	549,049
Perpetual Capital
Related Party Transaction [Line Items]
Total revenues		168,158	256,082	585,287	662,341
Perpetual Capital \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		34,168	83,010	106,436	163,241
Perpetual Capital \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		133,990	173,072	478,851	499,100
Managed Equity REITs
Related Party Transaction [Line Items]
Total revenues		165,246	206,318	576,735	596,572
Managed Equity REITs \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		32,657	34,439	102,297	104,464
Managed Equity REITs \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		132,589	171,879	474,438	492,108
DHC
Related Party Transaction [Line Items]
Total revenues		30,022	43,007	114,437	135,414
DHC \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		5,847	5,655	18,257	17,593
DHC \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		24,175	37,352	96,180	117,821
ILPT
Related Party Transaction [Line Items]
Total revenues		17,411	19,777	55,356	57,992
ILPT \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		9,073	9,113	27,403	27,377
ILPT \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		8,338	10,664	27,953	30,615
OPI
Related Party Transaction [Line Items]
Total revenues		59,693	98,583	192,171	297,652
OPI \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		7,307	9,363	23,494	29,448
OPI \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		52,386	89,220	168,677	268,204
SVC
Related Party Transaction [Line Items]
Total revenues		58,120	44,951	214,771	105,514
SVC \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		10,430	10,308	33,143	30,046
SVC \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		47,690	34,643	181,628	75,468
SEVN
Related Party Transaction [Line Items]
Total revenues		2,912	2,526	8,552	7,079
SEVN \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		1,511	1,333	4,139	3,563
SEVN \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		1,401	1,193	4,413	3,516
TA
Related Party Transaction [Line Items]
Total revenues		0	47,238	0	58,690
TA \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		0	47,238	0	55,214
TA \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		0	0	0	3,476
Private Capital
Related Party Transaction [Line Items]
Total revenues		37,321	24,091	99,612	76,991
Private Capital \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		15,098	9,425	38,994	27,042
Private Capital \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		22,223	14,666	60,618	49,949
AlerisLife
Related Party Transaction [Line Items]
Total revenues		1,442	1,381	4,275	4,111
AlerisLife \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		1,442	1,381	4,275	4,014
AlerisLife \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		0	0	0	97
Sonesta
Related Party Transaction [Line Items]
Total revenues		2,624	2,796	6,847	7,498
Sonesta \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		2,624	2,796	6,847	6,954
Sonesta \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		0	0	0	544
RMR Residential
Related Party Transaction [Line Items]
Total revenues		13,612	0	28,113	0
RMR Residential \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		5,688	0	11,864	0
RMR Residential \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		7,924	0	16,249	0
Other private entities
Related Party Transaction [Line Items]
Total revenues		19,643	19,914	60,377	65,382
Other private entities \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		5,344	5,248	16,008	16,074
Other private entities \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		14,299	14,666	44,369	49,308
Revenues from unrelated parties
Related Party Transaction [Line Items]
Total revenues		0	52	0	52
Revenues from unrelated parties \| Total management, termination, incentive and advisory services revenues
Related Party Transaction [Line Items]
Total revenues		0	52	0	52
Revenues from unrelated parties \| Total reimbursable costs
Related Party Transaction [Line Items]
Total revenues		$ 0	$ 0	$ 0	$ 0

Related Person Transactions - Amount Due from Related Parties (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Related Party Transaction [Line Items]
Accounts receivable	$ 32,302	$ 29,965
Reimbursable costs	71,277	88,619
Total	103,579	118,584
Perpetual Capital
Related Party Transaction [Line Items]
Accounts receivable	20,727	25,168
Reimbursable costs	65,307	81,559
Total	86,034	106,727
Managed Equity REITs
Related Party Transaction [Line Items]
Accounts receivable	19,230	23,505
Reimbursable costs	63,944	79,638
Total	83,174	103,143
DHC
Related Party Transaction [Line Items]
Accounts receivable	4,971	5,953
Reimbursable costs	7,595	13,434
Total	12,566	19,387
ILPT
Related Party Transaction [Line Items]
Accounts receivable	3,627	4,597
Reimbursable costs	5,831	5,869
Total	9,458	10,466
OPI
Related Party Transaction [Line Items]
Accounts receivable	5,822	7,427
Reimbursable costs	44,569	51,912
Total	50,391	59,339
SVC
Related Party Transaction [Line Items]
Accounts receivable	4,810	5,528
Reimbursable costs	5,949	8,423
Total	10,759	13,951
SEVN
Related Party Transaction [Line Items]
Accounts receivable	1,497	1,663
Reimbursable costs	1,363	1,921
Total	2,860	3,584
Private Capital
Related Party Transaction [Line Items]
Accounts receivable	11,575	4,797
Reimbursable costs	5,970	7,060
Total	17,545	11,857
AlerisLife
Related Party Transaction [Line Items]
Accounts receivable	549	74
Reimbursable costs	0	0
Total	549	74
Sonesta
Related Party Transaction [Line Items]
Accounts receivable	83	89
Reimbursable costs	0	0
Total	83	89
RMR Residential
Related Party Transaction [Line Items]
Accounts receivable	7,024	0
Reimbursable costs	0	0
Total	7,024	0
Other private entities
Related Party Transaction [Line Items]
Accounts receivable	3,919	4,634
Reimbursable costs	5,970	7,060
Total	$ 9,889	$ 11,694

Related Person Transactions - Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
ABP Trust and Managed REIT
Related Party Transaction [Line Items]
Lease expense, rental expense	$ 1,435	$ 1,221	$ 4,180	$ 4,052

Related Person Transactions - Tax Related Payments (Details) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
RMR LLC
Related Party Transaction [Line Items]
Tax distributions	$ 11,646	$ 25,758
ABP Trust \| RMR LLC
Related Party Transaction [Line Items]
Tax distributions	$ 10,240	23,099
ABP Trust \| Up C Transaction
Related Party Transaction [Line Items]
Tax receivable agreement, percent of payment	85.00%
Liability related to tax receivable agreement	$ 23,229
Current portion of liability related to tax receivable agreement	2,343
ABP Trust and Managed REIT \| RMR LLC
Related Party Transaction [Line Items]
Tax distributions	$ 21,886	$ 48,857

Related Person Transactions - Separation Arrangements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Separation costs	$ 771	$ 1,064	$ 4,725	$ 2,002
Former Nonexecutive Officer \| Revenues from related parties
Related Party Transaction [Line Items]
Equity severance costs	0	356	508	482
Cash severance costs	$ 771	$ 708	$ 4,217	$ 1,520

Shareholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands									3 Months Ended		9 Months Ended
	Jul. 11, 2024 USD ($) $ / shares shares	May 16, 2024 USD ($)	Mar. 27, 2024 $ / shares shares	Feb. 15, 2024 USD ($)	Nov. 16, 2023 USD ($)	May 18, 2023 USD ($)	Feb. 16, 2023 USD ($)	Nov. 17, 2022 USD ($)	Jun. 30, 2024 USD ($) vesting_installment shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) vesting_installment shares	Jun. 30, 2023 USD ($)
Class of Stock [Line Items]
General and administrative									$ 11,404	$ 9,575	$ 32,556	$ 28,198
Equity based compensation expense									$ 526	$ 478	$ 1,486	1,576
Unvested shares outstanding (in shares) \| shares									186,740		186,740
Vesting 2024
Class of Stock [Line Items]
Shares vesting (in shares) \| shares											73,520
Vesting 2025
Class of Stock [Line Items]
Shares vesting (in shares) \| shares											51,840
Vesting 2026
Class of Stock [Line Items]
Shares vesting (in shares) \| shares											39,720
Vesting 2027
Class of Stock [Line Items]
Shares vesting (in shares) \| shares											21,660
Director
Class of Stock [Line Items]
General and administrative											$ 600
Class A Common Stock \| Director
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares			4,219
Share price (in dollars per share) \| $ / shares			$ 23.70
Class A and B-1 common shares
Class of Stock [Line Items]
Value of dividends		$ 7,529		$ 6,684	$ 6,684	$ 6,648	$ 6,641	$ 6,642			20,897	19,931
Class A and B-1 common shares \| Subsequent Event
Class of Stock [Line Items]
Dividends declared (in usd per share) \| $ / shares	$ 0.45
Value of dividends	$ 7,528
Membership Units \| RMR LLC \| Subsequent Event
Class of Stock [Line Items]
Shares owned (in shares) \| shares	16,729,473
Membership Units \| RMR LLC
Class of Stock [Line Items]
Value of dividends		10,154		10,147	10,148	10,118	10,113	10,114			30,449	30,345
Membership Units \| RMR LLC \| Subsequent Event
Class of Stock [Line Items]
Dividends declared (in usd per share) \| $ / shares	$ 0.32
Value of dividends	$ 10,153
Membership Units \| RMR LLC \| RMR, Inc
Class of Stock [Line Items]
Value of dividends		5,354		5,347	5,348	5,318	5,313	5,314			16,049	15,945
Membership Units \| RMR LLC \| RMR, Inc \| Subsequent Event
Class of Stock [Line Items]
Value of dividends	5,353
Membership Units \| RMR LLC \| ABP Trust
Class of Stock [Line Items]
Value of dividends		$ 4,800		$ 4,800	$ 4,800	$ 4,800	$ 4,800	$ 4,800			$ 14,400	$ 14,400
Membership Units \| RMR LLC \| ABP Trust \| Subsequent Event
Class of Stock [Line Items]
Value of dividends	$ 4,800
Membership Units \| ABP Trust \| RMR LLC \| Subsequent Event
Class of Stock [Line Items]
Shares owned (in shares) \| shares	15,000,000
2016 Omnibus Equity Plan \| Class A Common Stock
Class of Stock [Line Items]
Number of annual installments \| vesting_installment									5		5
Shares repurchased (in shares) \| shares											6,048
Shares repurchased during period											$ 150

Shareholders’ Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands							9 Months Ended
	May 16, 2024	Feb. 15, 2024	Nov. 16, 2023	May 18, 2023	Feb. 16, 2023	Nov. 17, 2022	Jun. 30, 2024	Jun. 30, 2023
Class A and B-1 common shares
Class of Stock [Line Items]
Dividends paid (in usd per share)	$ 0.45	$ 0.40	$ 0.40	$ 0.40	$ 0.40	$ 0.40	$ 1.25	$ 1.20
Value of dividends	$ 7,529	$ 6,684	$ 6,684	$ 6,648	$ 6,641	$ 6,642	$ 20,897	$ 19,931
Membership Units \| RMR LLC
Class of Stock [Line Items]
Dividends paid (in usd per share)	$ 0.32	$ 0.32	$ 0.32	$ 0.32	$ 0.32	$ 0.32	$ 0.96	$ 0.96
Value of dividends	$ 10,154	$ 10,147	$ 10,148	$ 10,118	$ 10,113	$ 10,114	$ 30,449	$ 30,345
Membership Units \| RMR LLC \| RMR, Inc
Class of Stock [Line Items]
Value of dividends	5,354	5,347	5,348	5,318	5,313	5,314	16,049	15,945
Membership Units \| RMR LLC \| ABP Trust
Class of Stock [Line Items]
Value of dividends	$ 4,800	$ 4,800	$ 4,800	$ 4,800	$ 4,800	$ 4,800	$ 14,400	$ 14,400

Per Common Share Amounts - Narrative (Details) - Class A Membership Units	9 Months Ended
	Jun. 30, 2024 shares
Class of Stock [Line Items]
Antidilutive securities (in shares)	15,000,000
Conversion ratio	1

Per Common Share Amounts - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerators:
Net income attributable to The RMR Group Inc.	$ 4,935	$ 24,641	$ 17,794	$ 49,451
Less: income attributable to unvested participating securities	(76)	(273)	(235)	(580)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	4,859	24,368	17,559	48,871
Add back: income attributable to unvested participating securities	0	0	0	580
Add back: net income attributable to noncontrolling interest in The RMR Group LLC	0	0	0	61,262
Add back: income tax expense	0	0	0	18,581
Less: income tax expense assuming redemption of noncontrolling interest’s Class A units for Class A common shares	0	0	0	(35,932)
Net income used in calculating diluted EPS	$ 4,859	$ 24,368	$ 17,559	$ 93,362
Denominators:
Common shares outstanding (in shares)	16,729	16,614	16,729	16,614
Less: unvested participating securities and incremental impact of weighted average (in shares)	(187)	(179)	(207)	(198)
Weighted average common shares outstanding - basic (in shares)	16,542	16,435	16,522	16,416
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A common shares (in shares)	0	0	0	15,000
Add: Incremental unvested shares (in shares)	0	0	0	15
Weighted average common shares outstanding - diluted (in shares)	16,542	16,435	16,522	31,431
Net income attributable to The RMR Group Inc. per common share - basic (in dollars per share)	$ 0.29	$ 1.48	$ 1.06	$ 2.98
Net income attributable to The RMR Group Inc. per common share - diluted (in dollars per share)	$ 0.29	$ 1.48	$ 1.06	$ 2.97
Effective tax rate				27.80%

Net Income Attributable to RMR Inc. (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net Income Attributable to RMR Inc.
Income before income tax expense	$ 16,061	$ 64,385	$ 49,058	$ 129,294
RMR Inc. franchise tax expense and interest income	(187)	(110)	(616)	(255)
Net income before noncontrolling interest	15,874	64,275	48,442	129,039
Net income attributable to noncontrolling interest in The RMR Group LLC	(7,482)	(30,530)	(22,876)	(61,262)
Net income attributable to noncontrolling interest in consolidated entity	13	0	27	0
Net income attributable to RMR Inc. before income tax expense	8,405	33,745	25,593	67,777
Income tax expense attributable to RMR Inc.	(3,657)	(9,214)	(8,415)	(18,581)
RMR Inc. franchise tax expense and interest income	187	110	616	255
Net income attributable to The RMR Group Inc.	$ 4,935	$ 24,641	$ 17,794	$ 49,451

Subsequent Events (Details) - Subsequent Event $ in Thousands	1 Months Ended
	Jul. 31, 2024 USD ($) unit extension
RMR Residential Acquisition
Subsequent Event [Line Items]
Number of units acquired \| unit	240
Purchase price	$ 70,000
Loans payable	$ 46,500
Fixed interest rate	5.34%
Mortgage Receivable
Subsequent Event [Line Items]
Total commitment	$ 67,000
Mortgage Receivable \| Hotel
Subsequent Event [Line Items]
Total commitment	$ 40,000
Interest rate	3.95%
Mortgage Receivable \| Industrial Property
Subsequent Event [Line Items]
Total commitment	$ 27,000
Interest rate	4.25%
Initial term (in years)	3 years
Number of extensions \| extension	2
Duration of extension (in years)	1 year

Subsequent Events - Schedule of Loans Originated (Details) - Subsequent Event - Mortgage Receivable $ in Thousands	1 Months Ended
	Jul. 31, 2024 USD ($) loan
Subsequent Event [Line Items]
Number of loans \| loan	2
Total commitment	$ 67,000
Principal balance	$ 57,180
Weighted average coupon rate (in percent)	9.38%
Weighted average all in yield (in percent)	10.29%
Weighted average floor (in percent)	4.34%
Unfunded Loan Commitment
Subsequent Event [Line Items]
Total commitment	$ 9,820
Industrial Property
Subsequent Event [Line Items]
Total commitment	$ 27,000

RMR (NASDAQ:RMR)
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