SEC Form 10-Q filed by The RMR Group Inc.

5/6/25 4:20:16 PM ET

Professional Services

Consumer Discretionary

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rmr-20250331

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 March 31, 2025

☐ 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 April 30, 2025, there were 15,877,246 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.


		Page
PART I.	Financial Information

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets — March 31, 2025 and September 30, 2024	3

	Condensed Consolidated Statements of Income — Three and Six Months Ended March 31, 2025 and 2024	4

	Condensed Consolidated Statements of Shareholders’ Equity — Three and Six Months Ended March 31, 202 5 and 2 024	5

	Condensed Consolidated Statements of Cash Flows — Six Months Ended March 31, 202 5 and 202 4	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

	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	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

	Signatures	41


	March 31,		September 30,
	2025		2024
Assets
Cash and cash equivalents held by The RMR Group Inc.	$	21,317	$	23,189
Cash and cash equivalents held by The RMR Group LLC	115,869		118,410
Due from related parties	90,022		134,030
Prepaid and other current assets	16,681		9,789
Assets held for sale	—		8,700
Total current assets	243,889		294,118
Loans held for investment, net of allowance for credit losses of $113 and $343, respectively	58,086		56,221
Property and equipment, net of accumulated depreciation of $5,204 and $3,447, respectively	75,502		76,433
Due from related parties, net of current portion	5,648		9,350
Investments	36,178		23,733
Goodwill	71,761		71,761
Intangible assets, net of accumulated amortization of $5,675 and $3,719, respectively	17,999		20,299
Operating lease right of use assets	25,293		27,353
Deferred tax asset	14,030		15,163
Other assets, net of accumulated amortization of $92,448 and $87,740, respectively	101,355		106,063
Total assets	$	649,741	$	700,494

Liabilities and Equity
Reimbursable accounts payable and accrued expenses	$	53,152	$	90,444
Accounts payable and accrued expenses	38,194		31,599
Current portion of Earnout liability	122		517
Operating lease liabilities	5,700		5,906
Liabilities held for sale	—		4,973
Total current liabilities	97,168		133,439
Operating lease liabilities, net of current portion	20,029		22,147
Amounts due pursuant to tax receivable agreement, net of current portion	18,442		18,442
Employer compensation liability, net of current portion	5,648		9,350
Earnout liability, net of current portion	7,156		11,441
Secured financing facility, net	41,084		41,109
Mortgage note payable	45,289		45,149
Total liabilities	234,816		281,077

Commitments and contingencies

Equity:
Class A common stock, $0.001 par value; 32,500,000 and 31,950,000 shares authorized, respectively; 15,879,239 and 15,846,025 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	120,689		118,811
Retained earnings	446,222		436,226
Cumulative common distributions	(332,656)		(317,495)
Total shareholders’ equity	234,287		237,574
Noncontrolling interest in The RMR Group LLC	177,960		181,439
Noncontrolling interest in consolidated entities	2,678		404
Total noncontrolling interests	180,638		181,843
Total equity	414,925		419,417
Total liabilities and equity	$	649,741	$	700,494


	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2025		2024		2025		2024
Revenues:
Management services	$	44,382	$	48,460	$	90,565	$	93,554
Incentive fees	19		60		87		359
Advisory services	1,104		1,126		2,245		2,251
Total management, incentive and advisory services revenues	45,505		49,646		92,897		96,164


Income from loan investments, net	646		—		1,192		—
Rental property revenues	1,425		198		3,047		224
Reimbursable compensation and benefits	20,611		22,629		42,401		39,457
Reimbursable equity based compensation	1,132		242		702		2,569
Other reimbursable expenses	97,349		145,232		245,905		341,230
Total reimbursable costs	119,092		168,103		289,008		383,256
Total revenues	166,668		217,947		386,144		479,644
Expenses:
Compensation and benefits	42,051		44,168		84,613		78,940
Equity based compensation	1,606		700		1,732		3,529
Separation costs	3,455		410		3,455		3,954
Total compensation and benefits expense	47,112		45,278		89,800		86,423
General and administrative	11,246		11,693		22,530		21,207
Other reimbursable expenses	97,349		145,232		245,905		341,230
Rental property expenses	395		66		821		78
Transaction and acquisition related costs	549		2,328		1,336		6,315
Depreciation and amortization	2,457		1,223		4,804		1,646
Total expenses	159,108		205,820		365,196		456,899
Operating income	7,560		12,127		20,948		22,745
Interest income	1,377		2,523		2,933		6,031
Interest expense	(871)		(80)		(1,570)		(91)
Change in fair value of Earnout liability	1,270		(300)		4,680		(300)
(Loss) gain on investments	(709)		563		(1,780)		4,612
Gain on sale of real estate	445		—		445		—
Income before income tax expense	9,072		14,833		25,656		32,997
Income tax expense	(1,378)		(2,120)		(3,854)		(4,758)
Net income	7,694		12,713		21,802		28,239
Net income attributable to noncontrolling interest in The RMR Group LLC	(4,337)		(6,863)		(12,059)		(15,394)
Net loss attributable to other noncontrolling interests	259		12		253		14
Net income attributable to The RMR Group Inc.	$	3,616	$	5,862	$	9,996	$	12,859

Weighted average common shares outstanding - basic	16,616		16,515		16,614		16,511
Weighted average common shares outstanding - diluted	16,616		31,539		31,617		31,525

Net income attributable to The RMR Group Inc. per common share - basic	$	0.21	$	0.35	$	0.59	$	0.77
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.21	$	0.34	$	0.58	$	0.75


															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 Entities		Total Equity
Balance at September 30, 2024	$	16	$	1	$	15	$	118,811	$	436,226	$	(317,495)	$	237,574	$	181,439	$	404	$	419,417
Share awards, net	—		—		—		550		—		—		550		—		—		550
Net income	—		—		—		—		6,380		—		6,380		7,722		6		14,108
Tax distributions to member	—		—		—		—		—		—		—		(2,886)		—		(2,886)
Common share distributions	—		—		—		—		—		(7,581)		(7,581)		(4,800)		—		(12,381)

Consolidation of investments	—		—		—		—		—		—		—		—		2,936		2,936
Balance at December 31, 2024	16		1		15		119,361		442,606		(325,076)		236,923		181,475		3,346		421,744
Share awards, net	—		—		—		1,328		—		—		1,328		—		—		1,328
Net income	—		—		—		—		3,616		—		3,616		4,337		(259)		7,694
Tax distributions to member	—		—		—		—		—		—		—		(3,052)		—		(3,052)
Common share distributions	—		—		—		—		—		(7,580)		(7,580)		(4,800)		—		(12,380)

Member distributions upon sale of 260 Woodstock	—		—		—		—		—		—		—		—		(409)		(409)

Balance at March 31, 2025	$	16	$	1	$	15	$	120,689	$	446,222	$	(332,656)	$	234,287	$	177,960	$	2,678	$	414,925




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


	Six Months Ended March 31,
	2025		2024
Cash Flows from Operating Activities:
Net income	$	21,802	$	28,239
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,804		1,646
Straight line rent, net	(263)		(155)
Amortization expense related to other assets	4,708		4,708
Reversal of credit losses	(153)		—
Provision for deferred income taxes	1,133		1,273
Gain on sale of real estate	(445)		—
Change in fair value of Earnout liability	(4,680)		300
Operating expenses paid in The RMR Group Inc. common shares	1,907		2,068
Distributions from investments	1,196		1,195
Loss (gain) on investments	1,780		(4,612)
Changes in assets and liabilities:
Due from related parties	40,847		29,366
Prepaid and other current assets	(6,892)		(3,192)
Reimbursable accounts payable and accrued expenses	(37,292)		(26,821)
Accounts payable and accrued expenses	9,542		1,001
Net cash provided by operating activities	37,994		35,016

Cash Flows from Investing Activities:
Acquisition of MPC Partnership Holdings LLC, net of cash acquired	—		(78,771)


Additional funding of loans held for investment	(1,400)		—
Purchase of property and equipment	(2,131)		(1,873)

Investment in fund	(768)		—
Investment in joint ventures	(11,031)		—

Proceeds from sale of property	4,198		—
Net cash used in investing activities	(11,132)		(80,644)

Cash Flows from Financing Activities:


Payment of deferred financing fees	(138)		—
Distributions to noncontrolling interests	(15,538)		(16,761)
Distributions to common shareholders	(15,161)		(13,368)
Member distributions upon sale of 260 Woodstock	(409)		—
Repurchase of common shares	(29)		(124)

Net cash used in financing activities	(31,275)		(30,253)

Decrease in cash and cash equivalents	(4,413)		(75,881)
Cash and cash equivalents at beginning of period	141,599		267,989
Cash and cash equivalents at end of period	$	137,186	$	192,108

Supplemental Disclosures:
Income taxes paid	$	3,813	$	6,537
Interest paid	$	2,962	$	—

Non-cash investing and financing activities:
Recognition of right of use assets and related lease liabilities	$	1,352	$	2,961
Recognition of Earnout liability	$	—	$	14,547


Assumption of mortgage note payable	$	—	$	5,429
Property and equipment accrued, not paid	$	—	$	68


	March 31, 2025			September 30, 2024
Number of loans	2			2
Total loan commitments	$	67,000		$	67,000
Unfunded loan commitments (1)	$	8,420		$	9,820
Principal balance	$	58,580		$	57,180
Weighted average coupon rate	8.39		%	9.15		%
Weighted average all in yield (2)	9.33		%	10.13		%
Weighted average floor	4.34		%	4.34		%
Weighted average maximum maturity (years) (3)	4.27			4.80


	Principal Balance		Carrying Value(1)		Coupon Rate (2)		Remaining Maturity (years)	Maturity Date	Collateral Principal Balance
March 31, 2025:
Revere, MA (Hotel)	$	28,770	$	28,376	7.22	%	1.25	7/1/2026	$	40,000
Wayne, PA (Industrial)	12,885		12,708		7.17	%	2.30	7/18/2027	18,580
Total/weighted average	$	41,655	$	41,084	7.20	%	1.60		$	58,580

September 30, 2024:
Revere, MA (Hotel)	$	28,770	$	28,393	7.82	%	1.75	7/1/2026	$	40,000
Wayne, PA (Industrial)	12,885		12,716		7.77	%	2.80	7/18/2027	17,180
Total/weighted average	$	41,655	$	41,109	7.80	%	2.10		$	57,180


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
Income taxes computed at the federal statutory rate	21.0	%	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	3.2	%	2.5	%	3.0	%	2.6	%
Permanent items	0.7	%	0.5	%	0.7	%	0.6	%
Uncertain tax position reserve, net of federal benefit	0.3	%	—	%	0.2	%	—	%
Net income attributable to noncontrolling interest	(10.0)	%	(9.7)	%	(9.9)	%	(9.8)	%
Total	15.2	%	14.3	%	15.0	%	14.4	%


	As of March 31, 2025				As of September 30, 2024
	Carrying Value		Fair Value		Carrying Value		Fair Value
Loans held for investment	$	58,086	$	59,282	$	56,221	$	57,365
Secured financing facility	41,084		41,862		41,109		41,793
Mortgage note payable	45,289		45,921		45,149		46,520


	Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
	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	$	5,432	$	22,797	$	28,229	$	6,089	$	26,789	$	32,878
ILPT	9,058		8,429		17,487		9,289		8,939		18,228
OPI	5,861		38,193		44,054		7,708		47,914		55,622
SVC	9,805		24,476		34,281		11,090		60,139		71,229
Total Managed Equity REITs	30,156		93,895		124,051		34,176		143,781		177,957
SEVN	1,144		1,320		2,464		1,195		1,478		2,673
	31,300		95,215		126,515		35,371		145,259		180,630
Private Capital:
AlerisLife	1,421		—		1,421		1,451		—		1,451
Sonesta	2,021		—		2,021		2,000		—		2,000
RMR Residential	5,259		6,052		11,311		5,462		7,413		12,875
Other private entities	5,504		17,825		23,329		5,362		15,431		20,793
	14,205		23,877		38,082		14,275		22,844		37,119

Total revenues from related parties	45,505		119,092		164,597		49,646		168,103		217,749
Income from loan investments, net	—		—		646		—		—		—
Rental property revenues	—		—		1,425		—		—		198
Total revenues from unrelated parties	—		—		2,071		—		—		198
Total revenues	$	45,505	$	119,092	$	166,668	$	49,646	$	168,103	$	217,947


	Six Months Ended March 31, 2025						Six Months Ended March 31, 2024
	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	$	12,026	$	65,294	$	77,320	$	12,410	$	72,005	$	84,415
ILPT	18,368		18,622		36,990		18,330		19,615		37,945
OPI	12,407		81,299		93,706		16,187		116,291		132,478
SVC	19,911		73,946		93,857		22,713		133,938		156,651
Total Managed Equity REITs	62,712		239,161		301,873		69,640		341,849		411,489
SEVN	2,374		2,799		5,173		2,628		3,012		5,640
	65,086		241,960		307,046		72,268		344,861		417,129
Private Capital:
AlerisLife	2,821		—		2,821		2,833		—		2,833
Sonesta	4,245		—		4,245		4,223		—		4,223
RMR Residential	10,424		13,389		23,813		6,176		8,325		14,501
Other private entities	10,321		33,659		43,980		10,664		30,070		40,734
	27,811		47,048		74,859		23,896		38,395		62,291

Total revenues from related parties	92,897		289,008		381,905		96,164		383,256		479,420
Income from loan investments, net	—		—		1,192		—		—		—
Rental property revenues	—		—		3,047		—		—		224
Total revenues from unrelated parties	—		—		4,239		—		—		224
Total revenues	$	92,897	$	289,008	$	386,144	$	96,164	$	383,256	$	479,644


	March 31, 2025						September 30, 2024
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Perpetual Capital:
DHC	$	4,528	$	12,007	$	16,535	$	6,307	$	11,358	$	17,665
ILPT	4,148		4,935		9,083		4,244		7,968		12,212
OPI	4,784		22,591		27,375		5,877		20,132		26,009
SVC	6,547		6,998		13,545		5,470		8,591		14,061
Total Managed Equity REITs	20,007		46,531		66,538		21,898		48,049		69,947
SEVN	1,241		1,951		3,192		2,551		2,601		5,152
	21,248		48,482		69,730		24,449		50,650		75,099
Private Capital:
AlerisLife	571		—		571		570		—		570
Sonesta	108		—		108		82		—		82
RMR Residential	9,914		—		9,914		9,587		—		9,587
Other private entities	3,200		12,147		15,347		3,909		54,133		58,042
	13,793		12,147		25,940		14,148		54,133		68,281
	$	35,041	$	60,629	$	95,670	$	38,597	$	104,783	$	143,380


Declaration	Record	Paid	Distributions		Total
Date	Date	Date	Per Common Share		Distributions
Six Months Ended March 31, 2025
10/16/2024	10/28/2024	11/14/2024	$	0.45	$	7,581
1/16/2025	1/27/2025	2/20/2025	0.45		7,580

			$	0.90	$	15,161
Six Months Ended March 31, 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

			$	0.80	$	13,368


	March 31, 2025
	Total		Level 1		Level 2		Level 3
Due from related parties related to share based payment awards	$	7,476	$	7,476	$	—	$	—
Investment in SEVN	21,334		21,334		—		—
Investment in Fund VII	3,813		—		—		3,813
Investment in joint ventures	11,031		—		—		11,031


Employer compensation liability related to share based payment awards	7,476		7,476		—		—
Earnout liability	7,278		—		—		7,278


			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
Six Months Ended March 31, 2025
10/16/2024	10/28/2024	11/14/2024	$	0.32	$	10,191	$	5,391	$	4,800
1/16/2025	1/27/2025	2/20/2025	0.32		10,190		5,390		4,800

			$	0.64	$	20,381	$	10,781	$	9,600
Six Months Ended March 31, 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

			$	0.64	$	20,295	$	10,695	$	9,600


		Lesser of Historical Cost of Assets
		Under Management or
		Total Market Capitalization as of
		March 31,
REIT	Primary Strategy	2025		2024
DHC	Medical office and life science properties, senior living communities and other healthcare related properties	$	3,469,383	$	3,644,100
ILPT	Industrial and logistics properties	4,530,731		4,603,897
OPI	Office properties primarily leased to single tenants and those with high credit quality characteristics	2,468,647		2,728,780
SVC	Hotels and service-focused retail net lease properties	6,211,123		6,756,986
		$	16,679,884	$	17,733,763


	Three Months Ended March 31, 2025								Three Months Ended March 31, 2024
	Base		Property						Base		Property
	Business		Management		Construction				Business		Management		Construction
	Management		and Other		Supervision				Management		and Other		Supervision
REIT	Revenues		Revenues		Revenues		Total		Revenues		Revenues		Revenues		Total
DHC	$	3,913	$	1,286	$	233	$	5,432	$	4,154	$	1,415	$	520	$	6,089
ILPT	5,760		3,257		41		9,058		5,875		3,341		73		9,289
OPI	2,843		2,668		350		5,861		3,307		3,630		771		7,708
SVC	7,062		2,086		657		9,805		7,910		1,484		1,696		11,090
	$	19,578	$	9,297	$	1,281	$	30,156	$	21,246	$	9,870	$	3,060	$	34,176


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						Fifth 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.)
3.7						Articles of Amendment, filed December 19, 2024. (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the SEC on December 19, 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.)
10.1						Credit Agreement, dated as of January 22, 2025, among The RMR Group LLC, The RMR Group Inc., RMR Residential Management Group LLC, the lenders party thereto and Citibank, N.A., as administrative agent and as collateral agent (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the SEC on January 23, 2025.)
10.2						Letter Agreement, dated as of February 5, 2025, by and among The RMR Group LLC and Jennifer B. Clark (+) (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37616) filed with the SEC on February 5 , 2025.)
10.3						The RMR Group Inc. Second Amended and Restated 2016 Omnibus Equity Plan. (+) (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-37616) filed with the U.S. Securities and Exchange Commissions on March 27, 2025.)
10.4						F orm of Participation Agre ement . (+) (Filed her ewith .)
10.5						E xcerpt of Certain Provisions from the RMR Employee Carry LLC Agreement . (+) (Filed herewith .)
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.)


			By:			/s/ Matthew P. Jordan
						Matthew P. Jordan
						Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)
						Date: May 6, 2025

Date	Price Target	Rating	Analyst
4/22/2025	$24.00	Buy	B. Riley Securities
4/19/2024		Mkt Perform	JMP Securities
8/9/2022		Perform	Oppenheimer
1/5/2022	$43.00 → $39.00	Equal-Weight	Morgan Stanley
10/22/2021	$38.00	Neutral	Citigroup
8/31/2021	$41.00 → $43.00	Equal-Weight	Morgan Stanley

SEC Form 10-Q filed by The RMR Group Inc.

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