____________________________________________________________________________ FOR IMMEDIATE RELEASE The RMR Group Inc. Announces Third Quarter Fiscal 2021 Results Net Income of $19.0 Million, or $0.50 Per Diluted Share Adjusted Net Income of $0.47 Per Diluted Share, a 27% Sequential Quarter Increase and a 24% Increase from Last Year Adjusted EBITDA of $24.4 Million, a 16% Sequential Quarter Increase and a 25% Increase from Last Year Newton, MA (August 5, 2021). The RMR Group Inc. (Nasdaq: RMR) today announce ...

Financial Data and Key Metrics Changes - Adjusted net income was reported at $0.47 per share, reflecting a 27% increase sequentially and a 24% increase year-over-year [7] - Adjusted EBITDA reached $24.4 million, representing a 16% sequential increase and a 25% year-over-year increase [7][36] - Adjusted EBITDA margin improved to 51.1%, a sequential increase of 300 basis points [36] Business Line Data and Key Metrics Changes - Management and advisory services revenues increased to $45.5 million, a $3.5 million sequential increase, driven by higher enterprise values and strong operating results from managed operators [29] - Over 2 million square feet of leases were arranged with a weighted average lease term of over 11 years and an average rent increase of just over 9% [12] Market Data and Key Metrics Changes - The company experienced increased office utilization rates and strong leasing momentum across its managed properties [9][12] - Cash collection rates remained high at approximately 99% [14] Company Strategy and Development Direction - The company is focusing on expanding its development capabilities, with significant projects like the $200 million redevelopment of 20 Mass Ave expected to be delivered in Q1 2023 [14][79] - The company is committed to building relationships with private LP capital providers and exploring potential real estate M&A targets [25][70] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the recovery in the commercial real estate sector, noting that both DHC and SVC are expected to improve as the economy recovers from COVID-19 [55] - The company is cautious about the pace of recovery, particularly regarding business travel and occupancy rates [54][55] Other Important Information - The merger of RMR Mortgage Trust and Tremont Mortgage Trust is on track, expected to enhance scale and shareholder liquidity [23] - The company ended the quarter with approximately $400 million in cash, with plans for a potential special dividend [24][100] Q&A Session Summary Question: Development appetite versus acquisitions - Management indicated that development activity is becoming a larger part of the company's strategy, although acquisitions will remain the primary focus for the foreseeable future [41][46] Question: Comparison of recovery between DHC and SVC - Management noted that both DHC and SVC are recovering, but the speed of recovery is uncertain and dependent on external factors like COVID-19 [55] Question: Capital allocation and development risk premium - Management stated that they are not far off from market prices for acquisitions and are targeting high single-digit returns for development projects [60][62] Question: Status of private equity platform - Management clarified that while they are not actively pursuing a private equity platform, they are open to opportunities that align with their core real estate focus [70][72] Question: Special dividend considerations - Management confirmed that they are still considering a special dividend of up to 50% of cash on hand, with a decision expected by the end of September [100]

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, 2021 OR ☐ 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 ...

The RMR Group Inc. (NASDAQ:RMR) Q2 2021 Earnings Conference Call May 10, 2021 1:00 PM ET Company Participants Michael Kodesch - Director, Investor Relations Adam Portnoy - President and Chief Executive Officer Matt Jordan - Chief Financial Officer Conference Call Participants Jim Sullivan - BTIG Bryan Maher - B. Riley FBR Owen Lau - Oppenheimer Ronald Kamdem - Morgan Stanley Kenneth Lee - RBC Capital Markets Dean Stephan - Bank of America Operator Good day and welcome to The RMR Group Fiscal Second Quarter ...

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, 2021 OR ☐ 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 Plac ...

Financial Data and Key Metrics Changes - For Q1 2021, the company reported adjusted net income of $6.9 million, or $0.41 per share, and adjusted EBITDA of $21.4 million, both showing sequential quarter increases [6][29] - The adjusted EBITDA margin was 49%, representing a 20 basis point increase sequentially and a 190 basis point increase from the 2020 low point [29] Business Line Data and Key Metrics Changes - Management and advisory service revenues were $41.3 million, a $1.1 million increase sequentially, attributed to share price appreciation and increased construction management fees [30] - The company noted a loss revenue opportunity of approximately $52 million due to managed equity REITs paying base business management fees on a market capitalization basis [31] Market Data and Key Metrics Changes - The managed equity REITs, except ILPT, are paying fees based on market capitalization, which has improved from a high of $56 million in lost revenue opportunity [31] - The company expects management and advisory service revenues to remain in line with the current quarter, despite projected declines in construction activity [33] Company Strategy and Development Direction - The company is optimistic about the resilience of its business model amid pandemic challenges and is focused on growing its private capital asset management business [8][24] - The acquisition of Red Lion Hotels by Sonesta is expected to significantly increase Sonesta's size and enhance its franchising capabilities, positioning it as a top-tier hotel operating business [42][45] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery of senior living and hospitality industries in the second half of 2021, driven by vaccine distribution [15][71] - The company is cautiously optimistic about the economic reopening and expects improvements in performance across its managed equity REITs [70] Other Important Information - The company ended the quarter with approximately $383 million in cash and no debt, positioning it well for strategic opportunities [39] - Discussions are ongoing regarding potential capital returns to shareholders, including dividends or stock buybacks, with a decision expected before the end of the fiscal year [99][102] Q&A Session Summary Question: Update on Red Lion and Sonesta integration - The acquisition of Red Lion is expected to significantly increase Sonesta's size and enhance its franchising capabilities, making it one of the largest hotel companies in the U.S. [42][45] Question: Opportunities in other sectors - The company is exploring opportunities across various sectors, including hospitality, healthcare, and office, with a focus on organic growth [51][53] Question: Growth potential of the industrial fund - The industrial fund is expected to grow significantly, with a focus on small- to medium-sized assets, leveraging the company's competitive advantage in less competitive sub-$50 million transactions [63][64] Question: Incentive fees and performance outlook - The company is optimistic about the potential for incentive fees as managed equity REITs recover from pandemic lows, particularly in 2021 [74] Question: Strategic acquisitions and capital returns - The company is considering returning capital to shareholders, with discussions on potential dividends or stock buybacks expected to take place before the end of the fiscal year [99][102]

[Part I. Financial Information](index=3&type=section&id=PART%20I.%20Financial%20Information) [Item 1. Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) The unaudited condensed consolidated financial statements for the quarter ended December 31, 2020, show a slight decrease in total revenues to $156.9 million, primarily due to lower management services fees [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of December 31, 2020, total assets increased slightly to $698.4 million, driven by a $13.5 million rise in cash and cash equivalents to $383.2 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2020 | Sep 30, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$698,393** | **$690,253** | | Cash and cash equivalents | $383,213 | $369,663 | | Due from related parties | $68,445 | $82,605 | | **Total Liabilities** | **$150,276** | **$149,351** | | **Total Equity** | **$548,117** | **$540,902** | [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) For the three months ended December 31, 2020, total revenues decreased by 1.8% to $156.9 million, leading to a 37.0% drop in operating income to $13.7 million, despite an $8.1 million unrealized gain on an equity investment Condensed Consolidated Statement of Income Highlights (in thousands, except per share amounts) | Metric | Q1 FY2021 (ended Dec 31, 2020) | Q1 FY2020 (ended Dec 31, 2019) | | :--- | :--- | :--- | | Total Revenues | $156,946 | $159,892 | | Management and advisory services revenues | $41,333 | $48,122 | | Operating Income | $13,732 | $21,780 | | Net Income | $19,753 | $21,624 | | Net Income Attributable to RMR Inc. | $8,897 | $9,449 | | Diluted EPS | $0.51 | $0.58 | - Separation costs increased significantly to **$4.2 million** from **$260 thousand** in the prior-year period, heavily impacting operating income[11](index=11&type=chunk) - An unrealized gain of **$8.1 million** on an equity method investment (TA) accounted for under the fair value option bolstered pre-tax income, compared to a **$1.4 million** gain in the prior year[11](index=11&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities for the quarter was **$27.7 million**, a decrease from **$41.9 million** in the prior-year period, primarily due to changes in working capital and lower net income Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | | :--- | :--- | :--- | | Net cash from operating activities | $27,660 | $41,920 | | Net cash used in investing activities | ($560) | ($148) | | Net cash used in financing activities | ($13,550) | ($14,525) | | **Increase in cash and cash equivalents** | **$13,550** | **$27,247** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's business structure, revenue sources, and related-party transactions, with over 99% of total revenues derived from related parties - RMR LLC provides management services to four publicly traded Managed Equity REITs (DHC, ILPT, OPI, SVC) and three Managed Operating Companies (Five Star, Sonesta, TA)[21](index=21&type=chunk)[22](index=22&type=chunk) Management & Advisory Services Revenue Breakdown (Q1 FY2021, in thousands) | Revenue Source | Amount | | :--- | :--- | | Base Business Management Fees (Managed Equity REITs) | $21,555 | | Property Management Fees | $12,379 | | Fees from Managed Operating Companies | $5,638 | | Advisory Services (RMRM & TRMT) | $586 | - For the three months ended December 31, 2020, revenues from related parties totaled **$156.7 million**, representing over **99%** of total revenues[75](index=75&type=chunk) - The company recorded separation costs of **$4.2 million**, primarily related to retirement agreements with former executive and non-executive officers[82](index=82&type=chunk)[84](index=84&type=chunk) - A quarterly dividend of **$0.38 per share** was declared and paid during the quarter, totaling **$6.2 million**[88](index=88&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant impact of the COVID-19 pandemic on its Client Companies, leading to a decline in management services revenue, while maintaining a strong liquidity position [Overview and Business Environment](index=23&type=section&id=Overview%20and%20Business%20Environment) The company's business is closely tied to the U.S. real estate cycle and has been significantly impacted by the COVID-19 pandemic, particularly in hospitality, travel, and senior housing sectors - The COVID-19 pandemic has had a particularly severe impact on industries where Client Companies operate, including hospitality, travel, service retail, and senior housing[107](index=107&type=chunk) - The majority of Managed Equity REITs are currently paying business management fees based on their total market capitalization, making revenues susceptible to share price volatility[108](index=108&type=chunk) - Client Companies have granted temporary rent deferrals totaling **$20.1 million** to **239 tenants**, which delays the recognition of property management fees for RMR[108](index=108&type=chunk)[109](index=109&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Comparing Q1 FY2021 to Q1 FY2020, management services revenue decreased by **$6.5 million**, while total compensation and benefits expense rose by **$5.2 million**, leading to a **37.0%** fall in operating income Change in Operating Results (Q1 FY2021 vs Q1 FY2020, in thousands) | Line Item | $ Change | % Change | | :--- | :--- | :--- | | Management services revenue | $(6,528) | (13.8)% | | Total compensation and benefits expense | $5,175 | 16.2% | | Operating income | $(8,048) | (37.0)% | | Net income attributable to The RMR Group Inc. | $(552) | (5.8)% | - The decrease in management services revenue was primarily due to lower base business management fees from DHC (**$1.5 million**), OPI (**$1.0 million**), and SVC (**$3.1 million**) resulting from declines in their market capitalizations[127](index=127&type=chunk) - Equity-based compensation expense increased by **$2.0 million**, mainly due to the acceleration of unvested shares for retiring officers and higher share prices of Client Companies[126](index=126&type=chunk)[134](index=134&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with **$383.2 million** in cash and cash equivalents and no debt as of December 31, 2020, continuing to pay quarterly dividends - As of December 31, 2020, the company had **$383.2 million** in cash and cash equivalents and no outstanding debt[142](index=142&type=chunk) - In January 2021, a quarterly dividend of **$0.38 per share** was declared, expected to total approximately **$10.7 million** in aggregate distributions to shareholders and RMR LLC members[145](index=145&type=chunk) - The company has a liability of **$29.95 million** related to the Tax Receivable Agreement, of which **$2.2 million** is expected to be paid in fiscal year 2021[79](index=79&type=chunk)[150](index=150&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is not subject to significant direct market risk from interest rates, commodity prices, or credit risk, but its revenues are indirectly exposed to market conditions affecting Client Companies - The company does not invest in derivative instruments or issue debt securities, limiting direct market risk[151](index=151&type=chunk) - Indirect market risk exists because if Client Companies are negatively impacted by market conditions, the company's revenues would likely decline[151](index=151&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2020, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures are effective as of December 31, 2020[155](index=155&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[156](index=156&type=chunk) [Part II. Other Information](index=32&type=section&id=PART%20II.%20Other%20Information) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors from those previously disclosed in its Annual Report on Form 10-K for the fiscal year ended September 30, 2020 - There have been no material changes to the risk factors from those provided in the 2020 Annual Report[165](index=165&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the principal executive and financial officers, and XBRL data files [Signatures](index=34&type=section&id=Signatures) The report is signed by Matthew P. Jordan, Executive Vice President, Chief Financial Officer and Treasurer, on behalf of the registrant, dated February 2, 2021

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2020 or ☐ 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.) T ...

Financial Data and Key Metrics Changes - For Q4 2020, the company reported adjusted net income of $6.4 million or $0.39 per share, with adjusted EBITDA of $20.8 million, reflecting a sequential increase of 6.1% [24][25] - Adjusted EBITDA margin improved to 48.8%, a sequential increase of 170 basis points [24][25] - Management and advisory services revenues were $40.2 million, in line with guidance and representing a sequential increase of almost $1 million [25][26] Business Line Data and Key Metrics Changes - ILPT's same property cash basis NOI increased by 1.9% year-over-year, with strong tenant leasing demand [11] - OPI's same-property cash basis NOI increased by 1.7% over the prior year, with occupancy above 91% and robust rent collections close to 99% [12][13] - DHC's office segment leasing activity more than doubled sequentially, with a 4.1% roll-up in rents [14][15] - SVC's hotel occupancy increased to 46% in September from a low of 21% in April, although it continues to face significant pandemic-related challenges [16][19] Market Data and Key Metrics Changes - The company noted that rent deferral activity has slowed considerably, and construction activity has seen limited delays due to the pandemic [26] - The healthcare REIT DHC has over $1 billion in liquidity and no near-term debt maturities, positioning it well despite pandemic-related headwinds [14] Company Strategy and Development Direction - The company is focused on ensuring client companies have adequate liquidity while preparing to take advantage of strategic opportunities [8] - The formation of a new private capital investment vehicle with a global sovereign wealth fund represents a new line of business for the company [9][10] - The company aims to grow its private capital management business through acquisitions or organic relationships [20][21] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategic actions taken in response to the pandemic, believing unique opportunities may arise in the next 12 to 18 months [21] - The hospitality industry is expected to face challenges until the second half of 2021, but there is optimism for recovery post-vaccine availability [70][71] Other Important Information - The company ended the quarter with $370 million in cash and no debt, ensuring its dividend remains well covered [31] - Cash compensation for the quarter was $31.5 million, with expectations of approximately $30.5 million per quarter in fiscal 2021 [29][30] Q&A Session Summary Question: Details on ILPT and the new investment vehicle - The new vehicle will be deconsolidated from ILPT's financial statements, with management agreements similar to existing REITs [33][34] Question: Growth expectations for the new investment vehicle - The partners have an appetite for several billion dollars to invest in this asset class, with expectations for significant growth [40][41] Question: Comments on the hotel space recovery - The hospitality industry is expected to face challenges until mid-2021, but there is optimism for a quicker recovery than previously projected [71][72] Question: Key drivers for potential fee growth in the new vehicle - Fee growth will likely come from the growth of the vehicle itself, with partners eager to expand it significantly [80][81]

The RMR Group Inc. (NASDAQ:RMR) Q3 2020 Earnings Conference Call August 7, 2020 1:00 PM ET Corporate Participants Michael Kodesch - Director, Investor Relations Adam Portnoy - President and Chief Executive Officer Matt Jordan - Chief Financial Officer Conference Call participants Owen Lau - Oppenheimer Kenneth Lee - RBC Capital Markets Bryan Maher - B. Riley FBR Bill Katz - Citigroup Dean Stephan - Bank of America Operator Good day, and welcome to The RMR Group's Fiscal Q3 2020 Earnings Conference Call. [Op ...