NASDAQ:RMR Rmr Group Inc. - 8-K

EX-99.1
2
tm2616564d1_ex99-1.htm
EXHIBIT 99.1

Exhibit 99.1

1
The RMR Group
Investor Presentation
June 2026

2
Overview of
The RMR Group
(Nasdaq: RMR)

3
Diversified revenue sources from perpetual capital and private capital
clients spanning all major commercial real estate sectors.
Durable earnings resulting from over 70% of services revenues derived
from 20-year evergreen contracts with significant termination
provisions.
Attractive fee upside from incentive fees (2016–2019 annual average of
~$100 million) and potential promote income on private capital co-investments.
Highly profitable business model with annual Adjusted EBITDA
margins over 40%.
Track record of increasing shareholder returns via quarterly dividend
growth.
Well-positioned for growth with a scalable infrastructure and
~$120 million of total liquidity following recent SVC and Greenwich
investments.
Valuation discount to industry peers presents meaningful upside
opportunity.
Compelling
Investment
Opportunity
3

4
Industrial
Residential
Senior Living
Medical Office
Life Science
Hotels
Retail
Office
Over
$37 Billion
in AUM
RMR Platform
Over
800
Real Estate Professionals
More than
30
Offices Nationwide
Approximately
1,800
Properties
National Multi-Sector
Investment Platform RMR Clients
Private Real Estate Vehicles
32%
$11.7 Billion
Private
Capital
68%
$25.4 Billion
Perpetual
Capital
Information on this page is as of March 31, 2026.
A Dynamic Alternative Asset Manager Focused Solely on Real Estate

5
Key Differentiators
• Deep Bench of Experienced Professionals: Market
knowledge and expertise positions RMR to execute on
compelling investment opportunities.
• Shared Services: Platform improves productivity and
operating efficiency, while enhancing asset-level economics
and striving for superior results for investors.
• Technology Infrastructure: Committed to investing in
proven, differentiated technologies that add operational
efficiencies and expand our capabilities.
• Real Estate Development and Construction: Ability to
execute ground-up development, adaptive reuse,
repositioning and renovation projects across a variety of
asset classes and markets.
• Commitment to ESG: Continuing to invest and expand our
sustainability program, further reduce our environmental
footprint and fostering positive impacts on employees,
tenants and the communities in which we operate.
More Than 30 RMR Offices Nationwide
National Vertically
Integrated Real Estate
Operating Platform Is A
Differentiator And
Competitive Advantage
Vertically Integrated Platform
Accounting & Finance
Development & Construction
Human Resources
Investor Relations
Marketing
Legal
Portfolio Management
Energy & Sustainability
Tax
Asset Management
Acquisitions
Technology
Property Management
More Than 30 RMR Offices Nationwide Key Differentiators
Vertically Integrated Platform

6
Industrial
18%
Office
16%
Hotel
15%
Senior
Living
14%
Retail
14%
Residential
12%
Medical Office
& Life Science
11%
$27B
$28B
$30B
$33B $32B $33B
$37B
$36B
$41B
$39B
$37B $37B
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 1Q26 2Q26
Perpetual Capital Private Capital
AUM by Sector
Diversified across all major CRE sectors.
Over
$37 Billion
AUM
6
Total Assets Under Management
AUM Growth Increasingly Driven by Private Capital.
Information on this page is as of March 31, 2026.
Perpetual and Private Capital Assets Under Management Across a
Diverse Mix of Commercial Real Estate Sectors

7
Residential Real
Estate Funds and
Joint Ventures
Vertically integrated platform
focused on multifamily
properties across the Sunbelt.
$4.4B
Industrial Real
Estate Funds
Portfolio of “Core Plus”
industrial real estate. $3.9B
Medical Office &
Life Science Real
Estate Funds
Portfolio of “Core Plus”
medical office and life science
real estate.
$2.4B
Owns, manages, and
franchises 1,000+ hotels with
90,000+ rooms across a
diversified portfolio of 13
brands and markets.
$0.5B
Other Private
Real Estate
Portfolio of “Core Plus” office
real estate. $0.5B
Total Private Capital $11.7B
Client Description AUM
7
Private Capital
Owns 93 hotels and 761 net
lease service and necessity-based retail properties
nationwide.
$9.9B
Owns 285 senior living
communities, medical office
and life science properties
and wellness centers
nationwide.
$6.7B
Owns 122 office properties
primarily leased to high credit
quality tenants throughout the
United States.
$5.4B
Owns 409 industrial and
logistics properties, including
226 properties located on the
island of Oahu, Hawaii.
$2.7B
Originates and invests in first
mortgage loans secured by
middle market and transitional
CRE.
$0.7B
Total Perpetual Capital $25.4B
Client Description AUM
Perpetual Capital
AUM by Client Type
Information on this page is as of March 31, 2026.

8
RMR earns fees pursuant to Business Management and Property Management Agreements that renew
each year for successive 20-year terms.
• Business management revenues principally consist of monthly fees generally based on 50 bps per
annum multiplied by the lower of: (1) the historical cost of real estate; or (2) average market
capitalization.
• Property management revenues principally consist of monthly fees based on 3.0% of gross rents
collected at managed properties.
• Construction supervision revenues consist of fees up to 5.0% of the cost of certain construction
activities undertaken at the properties.
• Incentive fees are equal to 12% of total shareholder returns in excess of benchmark index total returns
per share, subject to caps. Total shareholder returns must be positive.
RMR’s Contractual Relationships
(1) Please refer to the Definitions for a definition of the calculation of termination fees.
Note: For additional information regarding the fee provisions in these management agreements, please see our Annual Report on Form 10-K
for the fiscal year ended September 30, 2025.
• Property and asset management revenues principally consist of monthly fees between 2.5% to 3.5% of
gross collected rent.
• Acquisition fees up to 0.75% of the acquisition cost of new investments.
• Potential promote income based on performance of new co-investments.
• Management fees are based on a percentage of average invested capital as defined in the applicable
management agreements.
• Property management fees and construction supervision revenues consist of fees consistent with
Managed Equity REITs.
Estimated gross potential termination fees if perpetual capital clients terminated RMR
management agreements. (1) $1.4 Billion
Client Contractual Relationship
8
Real Estate Funds
• Base management fee principally consists of an annual fee based on 1.5% of equity, payable quarterly.
• Incentive fees applicable each year at a 7% hurdle applied to SEVN’s equity.
Perpetual
Capital
Private
Capital
Residential Joint
Ventures

9
$92M
$100M
$107M
$120M
$108M
$91M $93M
$106M
$102M
$91M
$81M
$38M
55% 57% 57% 59% 57%
51% 51% 51% 51%
45% 42% 42%
-40%
-30%
-20%
-10%
0%
10%
20%
30%
40%
50%
60%
$0
$20
$40
$60
$80
$100
$120
$140
$160
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
YTD
Adjusted EBITDA Adjusted EBITDA Margin
Track Record of Attractive Cash Flows and Well Covered Dividend
Incentive Fees & Termination Fees Annual Dividend Per Share
$62M $52M
$156M
$120M
$1M
$46M
$1M $0.7M
$24M
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
$ -
$ - $ -
$165M $167M
$179M
$196M
$181M
$172M $175M
$200M
$190M
$193M
$182M
$85M
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
YTD
Management & Advisory Services Revenues Adjusted EBITDA & Adjusted EBITDA Margin (1)
(1) This is a non-GAAP measure, and the reconciliation can be found in the Earnings Release
furnished with the SEC on May 6, 2026.
* Data presented is for the six months ended March 31, 2026 (Fiscal 2Q26).
** RMR increased its quarterly dividend to $0.45 per share ($1.80 per share per year) in April 2024.
* *
YTD *
$1.00 $1.00
$1.40
$1.52 $1.52 $1.56 $1.60 $1.70 $1.80
$0.90
2017 2018 2019 2020 2021 2022 2023 2024 ** 2025 2026
8% CAGR
Paid an additional
$7.00/share Special
Dividend in 2021
YTD *

Positioned for
Growth

11
Multiple Levers to Drive Growth
Lever Support
Managed REITs
Enterprise Value
Growth
• Managed REIT Enterprise Value growth drives higher base management fees.
The current potential upside from narrowing the gap between EV and historical
cost of Managed REIT assets is an approximate $54 million annual revenue
opportunity.
• Share price appreciation supports incentive fee upside (2016 – 2019 annual
average of ~$100 million).
Expand Private
Capital Vehicles
• Leverage joint venture relationships to support future fundraising as RMR
launches new ventures (credit, residential, industrial, development, etc.).
• Expanding relationships with private capital creates cross-selling opportunities
and could facilitate future allocations to new product launches and new real
estate sectors.
Utilize RMR’s
Balance Sheet
• Deploy balance sheet capital to seed and/or coinvest in private ventures, which
could expand client relationships.
• Identify possible strategic acquisition targets to accelerate AUM growth and
expand institutional capital relationships.

12
ILPT: • Maintained a well-leased, high-quality industrial portfolio,
with consolidated occupancy in the mid-90% range and
long lease terms supporting stable cash flows.
• Executed strong leasing activity, driving rental rate
growth and supporting continued organic cash flow
growth across the portfolio.
• Refinanced Mountain JV with a $1.62 billion fixed-rate
mortgage financing, unlocking nearly $20 million of annual
cash flow and reducing exposure to interest rate volatility.
DHC: • Sold $628 million of non-core assets since January 1, 2025
and fully repaid 2026 zero-coupon bonds, leaving no debt
maturities until 2028.
• Transitioned 116 SHOP communities to new operators,
establishing a diversified operator base with greater
incentive alignment.
• Delivered improved SHOP operating performance across
the portfolio, with year-over-year gains in occupancy,
rental rates, and NOI as of 1Q26.
SVC: • Sold 112 hotels in 2025, raising proceeds of approximately
$859 million, as part of an ongoing portfolio repositioning
to become a majority net lease REIT.
• Proactively addressed all $800 million of its 2026 debt
maturities by issuing $580 million of zero coupon senior
secured notes proceeds and cash on hand.
• Completed a $575 million public equity offering, using
proceeds to fully redeem $550 million of senior unsecured
notes due 2027.
Significant Upside Potential as Managed Equity REIT Share Prices Recover
(1) Illustrates the approximate incremental impact on RMR’s annualized revenue resulting from a $1 increase in share price and the base management fee RMR
earns on average market capitalization.
$0.3M
$1.2M
$3.2M
ILPT DHC SVC
Reflects opportunity of closing the
gap between enterprise value and
the historical cost of the Managed
Equity REITs underlying assets.
~$54 million
Annualized Revenue
Opportunity
Incremental Impact to RMR Annual Revenue of a $1.00
Per Share Increase by REIT (1)
Taking Decisive Actions at Managed Equity REITs to
Improve Share Prices

13
Positioned to Capitalize on Favorable Industry Trend of Investors
Reallocating Capital Towards Private Alternative Investments
Source: Hamilton Lane 2026 Annual Global Private Wealth Survey.
Favorable Demand Drivers
Expanding Role of Alternative
Asset Classes
Limited Partners’ Need for
Investment Returns
Interest Rate Stabilization
Transaction Activity Momentum
LP Focus on Partnering with
Multi-Sector CRE Platforms
Required Diversification Beyond
“Mega Managers”
18%
43%
83%
86%
Global Investment Advisors – Private Markets Allocation Plans
Plan to increase private
market allocations in 2026
Plan to increase exposure
to private real estate in
2026
Clients see private market
risk as equal to or below
public market levels
Average allocation to
private real estate within
client portfolios

14
RMR is making strategic investments in artificial intelligence (“AI”) to enhance productivity across our vertically
integrated platform. We expect AI to be a meaningful contributor to operating margin improvement in the coming
years as capabilities mature and adoption scales across business functions.
2 0 2 4 – 2 0 2 5
Foundation
Data Foundations
40+ years of proprietary deal, operating and asset
data structured for AI
Enterprise AI Tools
Microsoft Copilot deployed across all business
units
Custom AI Applications
Built on Anthropic Claude — in production for
high-volume workflows
Developer Productivity
GitHub Copilot accelerating internal platform
delivery
2 0 2 6
Scale & Embed
Embedded in Operations
Working groups in Accounting, Hotel & Senior
Living Asset Management and IT
Workforce Training
Enterprise-wide AI capability program launched
Investment Process AI
Claude-powered deal screening, underwriting and
market intelligence
Agentic AI Platforms
Partnering with Google Cloud and Anthropic on
autonomous workflow agents
2 0 2 7 +
Operating Leverage
Back-Office Automation
Targeted actions across the platform are expected
to drive down costs
Asset-Level Intelligence
NOI improvement through better data harvesting
and operational intelligence
Operating Cost Efficiency
Scales with AUM, not headcount
Compounding Returns
AI tools improve with data volume as platform
scales
We expect RMR’s AI investments will ultimately drive value on both sides of our platform —meaningfully reducing Compensation and G&A
costs through back-office automation while improving NOI at the asset level through better data harvesting and operational intelligence.
Investing in AI to Drive Long-Term Operating Leverage

15
Gaining Traction on Private Capital Growth Initiatives
Capital Formation Team Build-Out
Mary Smendzuik
Senior Vice President,
Head of Domestic Capital Formation
• Joined RMR in June 2025.
• Leads private capital fundraising initiatives in North America.
• Focused on expanding RMR’s relationships with institutional
investors and driving private capital AUM growth.
• 18+ years experience in investor relations and capital markets.
Peter Welch
Senior Vice President,
Head of International Capital Formation
• Joined RMR in January 2026.
• Focusing on building global institutional capital relationships and
expanding RMR’s international brand.
• Newly formed role intended to broaden existing capital
formation efforts.
• 35+ years of global capital markets experience.
• RMR remains a relatively new player in the private capital space, with significant effort
underway to build its global brand.
• Initial fundraising efforts are primarily focused on residential and select development
opportunities, with flexibility to pivot strategies based on investor feedback.
• Fundraising for Enhanced Growth Venture (“EGV”) initiative launched in September
2025, with a goal of partnering with a select group of investors to raise approximately
$250 million.
• Structured to provide investors with exposure to both property-level economics and
general partner economics.
• Intended to leverage RMR’s investments as a foundation for future private capital
growth and monetization.
Advancing RMR’s Private Capital Platform
Matt Jordan, Executive Vice President and Chief
Operating Officer, participating in a panel at the
PERE Asia Summit in March 2026.

16
RMR Residential – Multifamily Investment Platform
Raleigh, NC
RMR Residential Recent Acquisitions
Pompano Beach, FL
• Acquisition
• Residential garden style
• 266 Units
Oviedo, FL
• Acquisition
• Residential garden style
• 275 Units
• Joint Venture Acquisition
• Residential mid-rise
• 225 Units
$22 Billion
Transaction Volume
Since Inception
75,000+
Units Managed
Since Inception
$4.7 Billion
Assets Under Management
• Structural Housing Undersupply: An ongoing national
housing shortage exceeding 4.7 million units continues
to support long-term rental demand.
• Widening Affordability Gap: The income required to
purchase a home now surpasses the national median by
more than 50%, driving increased and sustained renter
demand.
• Strong Demographic Tailwinds: Population growth,
migration toward high-amenity regions and lifestyle
flexibility continue to fuel renter preference across Sun
Belt markets.
20.5%
Realized Value-Add IRR
Over 20 Years
Portfolio Highlights and Track Record (1)
(1) As of May 1, 2026.
Greenwich, CT
• Joint Venture Acquisition
• Residential garden style
• 406 Units

17
RMR Trades at a Steep Discount to Implied Value
(1) In millions, except per share data.
(2) Management fees include base fees for perpetual capital (20-year evergreen contracts). See slide 8. EBITDA is a non-GAAP financial measure; a reconciliation to the
most directly comparable GAAP measure is provided in the Company’s earnings release furnished with the SEC on May 6, 2026.
(3) Average EV/EBITDA Multiple for selected peer group of publicly-traded alternative asset managers.
* The information on this page is as of May 28, 2026, unless stated otherwise.
**The information on this page is “forward-looking” and utilizes hypothetical data and management assumptions to provide illustrative valuation estimates. There can be no
assurance that the illustrative valuation estimates will be achieved. Please see the disclaimer on slide 29 for additional information.
An illustrative SOTP analysis of RMR and its various investments suggests that the implied market
value of RMR’s 20-year evergreen management fee income may be trading at only ~5.7x EBITDA
RMR Valuation Analysis Value ($M)1 Per Share
RMR Market Cap (~32.1M Fully Diluted Shares) as of 5/28/26 $ 654.6 $ 20.40
Less: Cash & Investments
Cash as of 5/1/26 $ (58.1) $ (1.81)
SEVN Ownership (4.6M shares, ~20.3%) as of 5/28/26 (39.5) (1.23)
SVC Ownership (41.7M shares, ~6.4%) as of 5/28/26 (75.0) (2.34)
GAV of Wholly Owned Real Estate, Net of Debt (98.4) (3.07)
Real Estate Joint Ventures as of 5/1/26 (20.1) (0.63)
Total Cash and Investments $ (291.1) $ (9.07)
= Implied Market Value of RMR Management Fee Income2
$ 363.5 $ 11.33
Estimated EBITDA from Management Fees (LTM) 2 $ 64.3 $ 2.00
Estimated Market Implied EV/EBITDA (x) on RMR Management Fees 2 5.7x 5.7x
Average EV/EBITDA Multiple on Peers 3 17.5x
Estimated EBITDA from RMR Management Fees $ 64.3
= Estimated Value of RMR Management Fee Stream $ 1,125.3
Plus: Cash & Investments $ 291.1
Estimated EV of RMR Using Average Peer Multiple 1,416.4
Estimated Share Price of RMR Using Average Market Multiple $ 44.14
Estimated Upside Potential from Current Share Price 116%

18
Key Takeaways
Vertically Integrated
Platform Diversified
across All Major CRE
Sectors
• Over $37 billion of AUM, +20% since 2020 driven by
private capital AUM growth.
• Durable portfolio and deep relationships with well-capitalized institutional investors.
• Long operating history managing public and private real
estate vehicles across market cycles.
Strong Financial
Profile Supported
by Recurring
Revenues
• Long term financial and operational alignment with clients.
• Durable cash flows with attractive operating leverage as
platform continues to scale.
• Majority of revenues derived from long-term management
agreements with public REIT clients.
• Opportunity to cross sell private capital relationships.
• Well-positioned to expand across equity and debt
vehicles.
• Embedded growth from managed REITs, private capital
vehicles and new fund formation.
Multiple Levers
to Drive Long
Term Growth

Appendix

Ann Logan
Independent Director
Rosen Plevneliev
Lead Independent
Director
Walter C. Watkins Jr.
Independent Director
33%
Female and Members of
Underrepresented
Communities
67%
Independent
8.0 years
Average Tenure
Governed by a Highly Skilled
Board of Directors
Jonathan Veitch
Independent Director
Adam Portnoy
Managing Director
Matthew Jordan
Managing Director
20

21
Demonstrated Commitment to Sustainability
(1) Certifications as of December 31, 2025.
• Established strategies for public equity and private capital
– Implementing best practices for energy, water and
emissions conservation across commercial, industrial
and multifamily properties that align with value-add,
core, core plus and development portfolio strategies.
• Connected Buildings Platform
– RMR’s Connected Buildings platform leverages tools like
ESPM, Watchwire and Clockworks to drive energy
efficiency, benchmarking and compliance.
– Enables real-time monitoring so teams can track and
manage energy usage across properties, with a goal to
cover 90% of managed energy spend by 2028.
• Dedicated sustainability team
– Team consists of 6 professionals, predominantly
engineering professionals.
71
ENERGY STAR®
Certified Properties
87
BOMA 360
Recognized Properties
81
LEED Certified
Properties
Impact Through Action Enabling Client Efficiency
Green Building Certifications (1) 2025 Environmental Progress Highlights
• Zero Emissions Promise by 2050 for all RMR managed
properties.
– Reduce GHG emissions 50% per square foot by 2029
from 2019 baseline. Target validated by the Science
Based Target Initiative (SBTi).
– Achieve net zero emissions from operations by 2050.
• Water and Waste Goals compared to 2019 baseline.
– Reduce water consumption 25% by 2030.
– Achieve a 75% diversion rate from landfills by 2035.
• Clean Energy Transition
– Meeting and exceeding Building Performance Standards
requirements through cost-saving energy efficiency
measures, renewable energy certificates and on-site
renewables evaluations.
16.0%
Reduction in
Energy
Consumption from
2019 Baseline
21.8%
Reduction in Water
Consumption from
2019 Baseline
32.4%
Reduction from GHG
Emissions from 2019
Baseline
63.1%
Waste Diverted to
Recycling in 2025

22
Annual Sustainability Report
2025 Annual Sustainability Report
To access sustainability reports, visit RMR’s website at
www.rmrgroup.com/corporate-sustainability

Financials

24
For the Three Months Ended
March 31, 2026 December 31, 2025 March 31, 2025
Revenues:
Management services (1) $ 40,683 $ 41,909 $ 44,382
Incentive fees (2) — 23,625 19
Advisory services 1,349 1,177 1,104
Total management, incentive and advisory services revenues 42,032 66,711 45,505
Income from loan investments, net — 411 646
Rental property revenues 5,100 5,140 1,425
Reimbursable compensation and benefits 16,814 17,197 20,611
Reimbursable equity based compensation 2,402 1,335 1,132
Other reimbursable expenses 79,281 89,630 97,349
Total reimbursable costs 98,497 108,162 119,092
Total revenues 145,629 180,424 166,668
Expenses:
Compensation and benefits 37,690 37,448 42,051
Equity based compensation 3,025 1,955 1,606
Separation costs 1,293 1,379 3,455
Total compensation and benefits expense 42,008 40,782 47,112
General and administrative 10,748 9,948 11,246
Other reimbursable expenses 79,281 89,630 97,349
Rental property expenses 1,876 1,834 395
Transaction and acquisition related costs 227 1,458 549
Depreciation and amortization 4,448 4,687 2,457
Total expenses 138,588 148,339 159,108
Operating income $ 7,041 $ 32,085 $ 7,560
(dollars in thousands)
(1) Refer to page 8 for more information on how base business management fees earned from the Managed Equity REITs are calculated.
(2) During the three months ended December 31, 2025, we earned incentive fees of $17,905 and $5,679 under our business management agreements with DHC and ILPT,
respectively, based on common share total return, as defined in those agreements. These fees were paid in January 2026.
Substantially all revenues are earned from related parties.
GAAP RESULTS: CONDENSED CONSOLIDATED STATEMENTS OF INCOME

25
For the Three Months Ended
March 31, 2026 December 31, 2025 March 31, 2025
Operating income $ 7,041 $ 32,085 $ 7,560
Interest income 516 535 1,377
Interest expense (2,611) (2,647) (871)
Change in fair value of Earnout liability — 3,639 1,270
Loss on investments (2,298) (1,661) (709)
Loss on extinguishment of debt — (452) —
Gain on sale of real estate — — 445
Income before income tax expense 2,648 31,499 9,072
Income tax expense (589) (4,661) (1,378)
Net income 2,059 26,838 7,694
Net income attributable to noncontrolling interests (1,052) (14,648) (4,078)
Net income attributable to The RMR Group Inc. $ 1,007 $ 12,190 $ 3,616
(dollars in thousands)
GAAP RESULTS: CONDENSED CONSOLIDATED STATEMENTS OF INCOME (ctd)

26
March 31, 2026 September 30, 2025
Assets
Cash and cash equivalents held by The RMR Group Inc. $ 17,380 $ 19,478
Cash and cash equivalents held by The RMR Group LLC 62,724 42,819
Due from related parties 82,974 79,703
Prepaid and other current assets 14,424 13,731
Loans held for investment, net — 36,963
Total current assets 177,502 192,694
Loans held for investment, net of current portion — 24,021
Property and equipment, net 227,440 228,655
Due from related parties, net of current portion 9,785 10,374
Investments 51,298 31,900
Goodwill 71,761 71,761
Intangible assets, net 22,065 26,136
Operating lease right of use assets 20,404 22,876
Deferred tax asset 12,432 13,181
Other assets, net 91,939 96,647
Total assets $ 684,626 $ 718,245
Liabilities and Equity
Reimbursable accounts payable and accrued expenses $ 51,773 $ 43,553
Accounts payable and accrued expenses 45,048 42,340
Operating lease liabilities 5,537 5,603
Secured financing facility, net — 26,326
Total current liabilities 102,358 117,822
Mortgage notes payable, net 136,790 136,168
Secured financing facility, net of current portion — 18,260
Operating lease liabilities, net of current portion 15,318 17,682
Amounts due pursuant to tax receivable agreement, net of current portion 15,926 15,926
Other liabilities 9,785 10,374
Total liabilities 280,177 316,232
Total equity 404,449 402,013
Total liabilities and equity $ 684,626 $ 718,245
(dollars in thousands)
GAAP RESULTS: CONDENSED CONSOLIDATED BALANCE SHEETS

Definitions

28
RMR presents certain “non-GAAP financial measures” within the meaning of the applicable rules of the SEC, including Adjusted Net Income Attributable to The RMR Group
Inc., Adjusted Net Income Attributable to The RMR Group Inc. per diluted share, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Distributable Earnings. The GAAP
financial measure that is most directly comparable to Adjusted Net Income Attributable to The RMR Group Inc. is net income attributable to The RMR Group Inc. The GAAP
financial measure that is most directly comparable to Adjusted Net Income Attributable to The RMR Group Inc. per diluted share is net income attributable to The RMR
Group Inc. per diluted share. The GAAP financial measure that is most directly comparable to EBITDA, Adjusted EBITDA and Distributable Earnings is net income and the
GAAP financial measure that is most directly comparable to Adjusted EBITDA Margin is net income margin, which represents net income divided by total revenues,
excluding reimbursable costs.
These non-GAAP financial measures do not represent net income, net income attributable to The RMR Group Inc., net income attributable to The RMR Group Inc. per
diluted share or cash generated by operating activities determined in accordance with GAAP, and should not be considered alternatives to net income, net income
attributable to The RMR Group Inc., net income attributable to The RMR Group Inc. per diluted share or net income margin determined in accordance with GAAP, as
indicators of RMR’s financial performance or as measures of its liquidity. Other asset management businesses may calculate these non-GAAP measures differently than
RMR does.
• Adjusted Net Income Attributable to The RMR Group Inc. RMR calculates Adjusted Net Income Attributable to The RMR Group Inc. and Adjusted Net Income
Attributable to The RMR Group Inc. per diluted share as net income attributable to The RMR Group Inc. and net income attributable to The RMR Group Inc. per diluted
share, respectively, excluding the effects of certain individually significant items occurring or impacting its financial results during the quarter that are not expected to
be regularly occurring, relate to a special project or initiatives or relate to gains or losses. RMR provides Adjusted Net Income Attributable to The RMR Group Inc. and
Adjusted Net Income Attributable to The RMR Group Inc. per diluted share for supplemental informational purposes in order to enhance the understanding of RMR’s
condensed consolidated statements of income and to facilitate a comparison of RMR’s current operating performance with its historical operating performance.
• Distributable Earnings is calculated as Adjusted EBITDA less tax distributions to members and is considered to be an appropriate measure of RMR’s operating
performance, along with net income attributable to The RMR Group Inc. RMR believes that Distributable Earnings provides useful information to investors because by
excluding amounts payable for tax obligations, it increases comparability between periods and more accurately reflects earnings that may be available for distribution to
shareholders. Distributable Earnings is among the factors RMR’s Board of Directors considers when determining shareholder dividends.
• Distributable Earnings per Share calculations are based on end of period shares outstanding and includes 15,000,000 Redeemable Class A Units of The RMR Group
LLC which are paired with RMR Inc's. Class B-2 common shares outstanding; actual dividends are paid to shareholders as of the applicable record date.
• Distribution Payout Ratio is calculated as distributions to shareholders from The RMR Group LLC divided by Distributable Earnings.
• EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are supplemental measures used to assess operating performance, along with net income, net income
attributable to The RMR Group Inc. and net income margin. RMR believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to
investors because by excluding the effects of certain amounts, such as non-cash or non-recurring items, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may
facilitate a comparison of current operating performance with RMR’s historical operating performance and with the performance of other asset management businesses.
RMR also believes that providing Adjusted EBITDA Margin may help investors assess RMR’s performance of its business by providing the margin that Adjusted EBITDA
represents to its contractual management and advisory fees (excluding incentive fees, if any).
NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS

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• Assets Under Management (AUM) All references in this presentation to AUM on, or as of, a date are calculated at a point in time.
• AUM is calculated as: (i) the historical cost of real estate and related assets, excluding depreciation, amortization, impairment charges or other non-cash reserves, of
the Managed Equity REITs and certain Private Capital clients, plus (ii) the gross book value of real estate assets, property and equipment of AlerisLife and Sonesta,
excluding depreciation, amortization, impairment charges or other non-cash reserves, plus (iii) the carrying value of loans held for investment and real estate owned
by SEVN, plus (iv) the fair value of RMR Residential, both owned and third-party managed assets. Upon deconsolidation from a Managed Equity REIT, the respective
real estate and related assets are characterized as Private Capital and their historical cost represents the fair value of the real estate at the time of deconsolidation.
• Fee-Earning AUM is calculated (i) monthly for the Managed Equity REITs, based upon the lower of the average historical cost of each REIT's properties and its
average market capitalization, plus (ii) for all other clients and wholly owned properties, Fee-Earning AUM equals AUM and includes amounts that may differ from
the measures used for purposes of calculating fees under the terms of the respective management agreements.
For additional information on the calculation of AUM for purposes of the fee provisions of the business management agreements, see RMR's Annual Report on Form 10-
K for the fiscal year ended September 30, 2025, filed with the SEC. RMR's SEC filings are available at the SEC website: www.sec.gov.
• GAAP refers to U.S. generally accepted accounting principles.
• Managed Equity REITs refers to Diversified Healthcare Trust (DHC), Industrial Logistics Properties Trust (ILPT), Office Properties Income Trust (OPI) and Service
Properties Trust (SVC).
• Perpetual Capital refers to capital with an indefinite duration, which may be terminated under certain conditions, and includes the Managed Equity REITs and Seven
Hills Realty Trust (SEVN).
• Private Capital consists of AlerisLife Inc. (AlerisLife) through December 31, 2025, Sonesta International Hotels Corporation (Sonesta), residential real estate RMR
manages through RMR Residential and other private capital vehicles including ABP Trust and other private entities that own commercial real estate. Some of the
Managed Equity REITs own minority interests in certain of these entities. As of December 31, 2025, AlerisLife ceased operations, was in the process of winding-down its
operations, and transferred its management agreements with DHC for senior living communities to new operators.
• Termination Fee Calculation: The $1.4 billion total estimated termination fee is the sum of the termination fees calculated under each of the applicable business and
property management agreements based on the following assumptions: (a) assumed termination date of March 31, 2026; (b) for the Managed Equity REITs, monthly
future fees were based on actual fees earned by RMR over the 12 months preceding the assumed termination date divided by twelve and, for purposes of determining
present value, the monthly future fees were discounted using a rate equal to 1/12th of the sum of the applicable Treasury Rate for that future month plus 300bps.
Additionally, in the event the management agreement is terminated by SEVN without a cause event or by Tremont Realty Capital LLC for a material breach, SEVN will be
required to pay Tremont Realty Capital LLC a termination fee equal to (a) three times the sum of (i) the average annual base management fee and (ii) the average annual
incentive fee, in each case paid or payable to Tremont Realty Capital LLC during the 24 month period immediately preceding the most recently completed calendar
quarter prior to the date of termination or, if such termination occurs within 24 months of its initial commencement, the base management fee and the incentive fee will
be annualized for such two year period based on such fees earned by Tremont Realty Capital LLC during such period, plus (b) $1.6 million. In addition, the initial
organizational costs related to Tremont Mortgage Trust's formation and the costs of its initial public offering and the concurrent private placement that Tremont
Mortgage Trust had paid pursuant to its management agreement with Tremont Realty Capital LLC will be included in the “Termination Fee” under and as defined in
SEVN’s management agreement with Tremont Realty Capital LLC. No termination fee will be payable if the management agreement is terminated by SEVN for a cause
event or by Tremont Realty Capital LLC without SEVN’s material breach. The estimated termination fee is presented for illustrative purposes only based on the
assumptions described. Any actual termination fee may be higher or lower than the estimate depending on the actual calculation at the time, including then applicable
fees, the then applicable discount rate and other factors.
NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS (continued)

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This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and
uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, "opportunity", “will”, “may”, "positioned", "potential" and negatives or
derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: RMR's business strategy; economic and industry conditions, including as
a result of changing tariffs or trade policies and the related uncertainty thereof; the impact and opportunities for RMR and RMR's clients' businesses from business cycles in the U.S. real estate
industry as well as economic and industry conditions, including interest rates; RMR's belief that it is possible to grow real estate based businesses in selected property types or geographic areas
despite national trends; RMR's liquidity, including its sufficiency to pursue a range of capital allocation strategies and fund RMR's operations and enhance its technology infrastructure and limit
risk exposure; RMR's future profitability; anticipated financial results, future prospects and estimated valuations and share prices; and RMR's sustainability practices.
Forward-looking statements reflect RMR’s current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors,
which could cause RMR's actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Some of the risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by
forward-looking statements include, but are not limited to, the following:
The dependence of RMR's revenues on a limited number of clients; the variability of its revenues; risks related to supply chain constraints, commodity pricing and inflation, including inflation
impacting wages and employee benefits; changing market conditions, practices and trends, which may adversely impact its clients and the fees RMR receives from them; OPI's voluntary
chapter 11 process to restructure its debt obligations and capital structure, which may reduce RMR's management fee revenue over time and may result in reputational harm to RMR; potential
terminations of the management agreements with its clients; uncertainty surrounding interest rates and sustained high interest rates, which may impact RMR's clients and significantly reduce
RMR's revenues or impede its growth; RMR's dependence on the growth and performance of its clients; RMR's ability to obtain or create new clients for its business which is often dependent on
circumstances beyond RMR's control; the ability of RMR's clients to operate their businesses profitably, optimize their capital structures, comply with the terms of their debt agreements and
financial covenants and to grow and increase their market capitalizations and total shareholder returns; RMR's ability to successfully provide management services to its clients; RMR's ability to
maintain or increase the distributions RMR pays to its shareholders; RMR's ability to successfully pursue and execute capital allocation and new business strategies; RMR's ability to prudently
invest in its business to enhance its operations, services and competitive positioning; RMR's ability to successfully grow the RMR Residential business and realize RMR's expected returns on its
investment within the anticipated timeframe; RMR's ability to successfully integrate acquired businesses and realize the expected returns on its investments; the ability of Tremont to identify
and close suitable investments for SEVN and to monitor, service and administer existing investments; RMR's ability to obtain additional capital from third party investors for its private capital
initiatives in order to make additional investments and to increase potential returns; changes to RMR's operating leverage or client diversity; risks related to the security of RMR's network and
information technology, including its AI initiatives; litigation risks; risks related to acquisitions, dispositions and other activities by RMR or among its clients; allegations, even if untrue, of any
conflicts of interest arising from RMR's management activities; RMR's ability to retain the services of its managing directors and other key personnel; RMR's and its clients’ risks associated with
RMR's and its clients' costs of compliance with laws and regulations, including securities regulations, exchange listing standards and other laws and regulations affecting public companies; and
other matters.
These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in RMR's periodic filings. The information
contained in RMR’s filings with the Securities and Exchange Commission (SEC), including under the caption “Risk Factors” in its periodic reports, or incorporated therein, identifies important
factors that could cause differences from the forward-looking statements in this presentation. RMR’s filings with the SEC are available on the SEC’s website at www.sec.gov.
Disclaimer – Illustrative Valuation Analysis:
Any information contained in this presentation about sum of the parts (SOTP) and illustrative valuations is "forward-looking" and utilizes hypothetical data and several management assumptions
and estimates to provide an illustrative sum of the parts analysis and illustrative valuation estimates for RMR’s potential market valuation. It is important for readers to know that this illustrative
analysis is not intended to be a prediction of the performance of RMR, its subsidiaries, affiliates or segments or its securities. Actual results could differ materially due to a variety of factors,
including those discussed under “Risk Factors” in RMR’s periodic reports. In addition, a SOTP analysis is only one manner in which a company may be valued, and other parties may choose to
value RMR differently. This illustrative analysis was internally prepared and there can be no assurance that any consensus value for RMR will be in line with this illustrative analysis (and any such
consensus may be materially different). In addition, this illustrative analysis speaks only as of the date hereof. You are strongly encouraged to read RMR’s filings with the SEC for additional
information about RMR and certain important risks and other factors that could affect RMR’s performance.
You should not place undue reliance on forward-looking statements. Except as required by law, RMR does not intend to update or change any forward-looking statements as a result of new
information, future events or otherwise.
Warning Regarding Forward-Looking Statements

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