Adam D. Portnoy, Chair of our Board and one of our Managing Directors, is the sole trustee 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. As of March 31, 2022, Adam D. Portnoy beneficially owned, in aggregate, (i) 173,502 shares of Class A common stock of RMR Inc., or Class A Common Shares; (ii) all the outstanding shares of Class B-1 common stock of RMR Inc., or Class B-1 Common Shares; (iii) all the outstanding shares of Class B-2 common stock of RMR Inc., or Class B-2 Common Shares; and (iv) 15,000,000 Class A Units of RMR LLC. Adam D. Portnoy and Jennifer B. Clark, our other Managing Director, are also officers of ABP Trust and RMR Inc. and officers and employees of RMR LLC. Matthew P. Jordan, our Executive Vice President, Chief Financial Officer and Treasurer, is also an officer of ABP Trust and an officer and employee of RMR LLC.

Adam D. Portnoy is the chair of the board of each of the Managed REITs, ALR and TA, a managing trustee or managing director of each of the Managed REITs, ALR and TA, a director of Sonesta (and its parent) and the controlling shareholder of Sonesta (and its parent). Jennifer B. Clark is a managing trustee of OPI, a managing director of ALR and a director of Sonesta (and its parent), and she previously served as a managing trustee of each of DHC and SEVN until June 3, 2021 and January 5, 2021, respectively. Ms. Clark also serves as the secretary of all our publicly traded clients and Sonesta.

As of March 31, 2022, Adam D. Portnoy beneficially owned, in aggregate, 6.2% of ALR’s outstanding common shares, 1.1% of SVC’s outstanding common shares, 1.2% of ILPT’s outstanding common shares, 1.5% of OPI’s outstanding common shares, 1.1% of DHC’s outstanding common shares, 4.4% of TA’s outstanding common shares (including through RMR LLC) and 7.4% of SEVN’s outstanding common shares (including through Tremont Realty Capital).

The Managed REITs 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. All the officers of the Managed Equity REITs and ABP Trust are officers or employees of RMR LLC. All the officers, overhead and required office space of SEVN are provided or arranged by Tremont Realty Capital, and prior to the Merger, Tremont Realty Capital provided or arranged for the officers, overhead and required office space for TRMT. All of SEVN’s officers are officers or employees of Tremont Realty Capital or RMR LLC. Many of the executive officers of the Managed Operating Companies are officers or employees of RMR LLC. Some of our executive officers are also managing directors or managing trustees of certain of the Managed REITs and the Managed Operating Companies.


	Three Months Ended March 31, 2022						Three Months Ended March 31, 2021
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Managed Public Real Estate Capital:(1)
DHC	$	7,404	$	32,720	$	40,124	$	8,652	$	30,901	$	39,553
ILPT	7,227		5,581		12,808		4,173		4,476		8,649
OPI	10,518		70,479		80,997		8,628		41,930		50,558
SVC	11,722		22,494		34,216		11,281		3,354		14,635
Total Managed Equity REITs	36,871		131,274		168,145		32,734		80,661		113,395
SEVN	1,137		1,287		2,424		751		941		1,692
TRMT (2)	—		—		—		998		672		1,670
	38,008		132,561		170,569		34,483		82,274		116,757

Managed Private Real Estate Capital:(1)
ABP Trust	995		6,525		7,520		1,042		5,348		6,390
Other private entities	3,825		9,020		12,845		1,092		1,626		2,718
	4,820		15,545		20,365		2,134		6,974		9,108

Managed Operating Companies:
ALR	1,226		61		1,287		1,803		115		1,918
Sonesta	1,787		38		1,825		636		79		715
TA	3,447		161		3,608		2,935		131		3,066
	6,460		260		6,720		5,374		325		5,699

Total revenues from related parties	49,288		148,366		197,654		41,991		89,573		131,564
Revenues from unrelated parties	—		—		—		—		—		—
	$	49,288	$	148,366	$	197,654	$	41,991	$	89,573	$	131,564

(1)On December 23, 2021, DHC sold an incremental 35% equity interest in its existing joint venture with an institutional investor, after which DHC retained a 20% equity interest in this joint venture. As a result, the management fees earned with respect to this joint venture are characterized as Managed Private Real Estate Capital for periods on and after December 23, 2021 and as Managed Public Real Estate Capital for periods prior to December 23, 2021. In addition, on January 31, 2022, DHC sold an 80% equity interest in another joint venture with two global institutional investors, after which DHC retained a 20% equity interest in this joint venture. Similarly, the management fees earned with respect to this joint venture are characterized as Managed Private Real Estate Capital for periods on and after January 31, 2022 and as Managed Public Real Estate Capital for periods prior to January 31, 2022.

(2)As discussed in Note 1, Basis of Presentation, TRMT merged with and into SEVN on September 30, 2021, with SEVN continuing as the surviving company. This table presents revenues for the three months ended March 31, 2021, for TRMT separately as they relate to a period prior to the Merger.


	Six Months Ended March 31, 2022						Six Months Ended March 31, 2021
	Total						Total
	Management						Management
	and Advisory		Total				and Advisory		Total
	Services		Reimbursable		Total		Services		Reimbursable		Total
	Revenues		Costs		Revenues		Revenues		Costs		Revenues
Managed Public Real Estate Capital: (1)
DHC	$	16,529	$	67,923	$	84,452	$	17,574	$	73,185	$	90,759
ILPT	11,742		12,261		24,003		9,047		9,667		18,714
OPI	21,082		141,166		162,248		17,895		97,457		115,352
SVC	23,392		33,229		56,621		21,498		8,366		29,864
Total Managed Equity REITs	72,745		254,579		327,324		66,014		188,675		254,689
SEVN	2,255		3,557		5,812		1,300		941		2,241
TRMT (2)	—		—		—		1,035		1,638		2,673
	75,000		258,136		333,136		68,349		191,254		259,603

Managed Private Real Estate Capital: (1)
ABP Trust	2,091		12,841		14,932		2,098		10,565		12,663
Other private entities	5,129		12,050		17,179		1,606		2,661		4,267
	7,220		24,891		32,111		3,704		13,226		16,930

Managed Operating Companies:
ALR	2,371		146		2,517		3,779		185		3,964
Sonesta	3,601		38		3,639		989		79		1,068
TA	7,058		708		7,766		6,244		442		6,686
	13,030		892		13,922		11,012		706		11,718

Total revenues from related parties	95,250		283,919		379,169		83,065		205,186		288,251
Revenues from unrelated parties	53		—		53		259		—		259
	$	95,303	$	283,919	$	379,222	$	83,324	$	205,186	$	288,510

(2)As discussed in Note 1, Basis of Presentation, TRMT merged with and into SEVN on September 30, 2021, with SEVN continuing as the surviving company. This table presents revenues for the six months ended March 31, 2021, for TRMT separately as they relate to a period prior to the Merger.


	March 31, 2022						September 30, 2021
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Managed Public Real Estate Capital:
DHC	$	4,815	$	20,478	$	25,293	$	6,005	$	17,866	$	23,871
ILPT	4,767		7,362		12,129		2,934		6,928		9,862
OPI	7,958		39,539		47,497		8,625		33,693		42,318
SVC	5,068		3,673		8,741		5,841		8,992		14,833
Total Managed Equity REITs	22,608		71,052		93,660		23,405		67,479		90,884
SEVN	1,119		1,098		2,217		1,717		1,180		2,897

	23,727		72,150		95,877		25,122		68,659		93,781

Managed Private Real Estate Capital:
ABP Trust	1,116		2,081		3,197		1,202		2,678		3,880
Other private entities	2,647		4,696		7,343		869		770		1,639
	3,763		6,777		10,540		2,071		3,448		5,519

Managed Operating Companies:
ALR	114		1,819		1,933		136		422		558
Sonesta	240		—		240		17		—		17
TA	85		12,781		12,866		124		2,993		3,117
	439		14,600		15,039		277		3,415		3,692

	$	27,929	$	93,527	$	121,456	$	27,470	$	75,522	$	102,992

As of March 31, 2022, 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 $1,468 and $1,443 for the three months ended March 31, 2022 and 2021, respectively, and $2,974 and $2,826 for the six months ended March 31, 2022 and 2021, respectively.

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 our dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by us as a result of the tax receivable agreement. As of March 31, 2022, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $27,792, including $2,215 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 2022.

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, subject to future adjustment based on actual results. For the six months ended March 31, 2022 and 2021, pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $13,186 and $15,426, respectively, of which $6,930 and $8,147, respectively, was distributed to us and $6,256 and $7,279, respectively, was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage. 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

We entered into retirement agreements with certain of our former executive officers. Pursuant to these agreements, we made various cash payments and accelerated the vesting of unvested shares RMR Inc. previously awarded to these retiring officers. We also enter into separation arrangements from time to time with other 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.

In October 2020, we entered into a retirement agreement with David M. Blackman, a former Executive Vice President of RMR LLC. Mr. Blackman, at the time, also served as president, chief executive officer and a director of Tremont Realty Capital, president, chief executive officer and managing trustee of TRMT, president, chief executive officer and managing trustee of OPI, and executive vice president of RMR Advisors. Pursuant to his retirement agreement, Mr. Blackman remained in his officer, director and trustee roles with RMR LLC, Tremont Realty Capital, TRMT, OPI and RMR Advisors through December 31, 2020 and he continued to serve as a managing trustee of OPI until June 17, 2021. In addition, Mr. Blackman continued to serve as an employee of RMR LLC through June 30, 2021. Under Mr. Blackman’s retirement agreement, RMR LLC paid Mr. Blackman combined cash payments in the amount of $2,850. In addition, in October 2020, our Compensation Committee approved the acceleration of all 9,400 unvested shares owned by Mr. Blackman of us as of his retirement date, June 30, 2021.


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Former executive officers:
Cash separation costs	$	—	$	—	$	—	$	2,900
Equity based separation costs	—		—		—		295
	—		—		—		3,195
Former nonexecutive officers:
Cash separation costs (1)	217		—		217		805
Equity based separation costs	—		—		—		159
	217		—		217		964
Total separation costs	$	217	$	—	$	217	$	4,159

(1)During the six months ended March 31, 2021, we were indemnified for a withdrawal liability of $515 that we had recorded during the three months ended September 30, 2020 related to a prior client’s shared pension plan accounted for as a multiemployer benefit plan.