Related Person Transactions

12 Months Ended

Sep. 30, 2025

Related Party Transactions [Abstract]

Related Person Transactions

Related Person Transactions

Adam Portnoy, Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee, an officer and the controlling shareholder of our controlling shareholder, ABP Trust. RMR Inc.’s executive officers serve as trustees or directors of certain companies to which we provide management services. For more information regarding these relationships, please see our proxy statement for our 2025 annual meeting of shareholders.

The Managed Equity REITs and SEVN have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs pursuant to management agreements with them. All but one of the officers of the Managed Equity REITs are officers or employees of RMR LLC. All the officers, overhead and required office space of SEVN are provided or arranged by Tremont. All of SEVN’s officers are officers or employees of Tremont or RMR LLC. One of the executive officers of AlerisLife and one of the executive officers of Sonesta are officers or employees of RMR LLC. Certain of our executive officers are also managing trustees of certain of the Perpetual Capital clients.

Additional information about our related person transactions appears in Note 11, Shareholders’ Equity.

Revenues from Related Parties

For the fiscal years ended September 30, 2025, 2024 and 2023, we recognized revenues from related parties as set forth in the following tables:

	Fiscal Year Ended September 30, 2025
	Total
	Management and		% of	Total		% of			% of
	Advisory Services		Total	Reimbursable		Total	Total		Total
	Revenues		Revenues	Costs		Revenues	Revenues		Revenues
Perpetual Capital:
DHC	$	22,974	11.9%	$	110,997	21.9%	$	133,971	19.1%
ILPT	36,935		19.1%	39,463		7.8%	76,398		10.9%
OPI	24,044		12.4%	156,376		30.9%	180,420		25.8%
SVC	39,816		20.5%	108,673		21.4%	148,489		21.2%
Total Managed Equity REITs	123,769		63.9%	415,509		82.0%	539,278		77.0%
SEVN	5,206		2.7%	5,452		1.1%	10,658		1.5%
	128,975		66.6%	420,961		83.1%	549,936		78.5%
Private Capital:
AlerisLife	5,720		3.0%	—		—%	5,720		0.8%
Sonesta	9,314		4.8%	—		—%	9,314		1.4%
RMR Residential	17,524		9.1%	23,390		4.6%	40,914		5.8%
Other private entities	21,170		10.9%	62,510		12.3%	83,680		11.9%
	53,728		27.8%	85,900		16.9%	139,628		19.9%
Total revenues from related parties	182,703		94.4%	506,861		100.0%	689,564		98.4%
Income from loan investments, net	2,447		1.3%	—		—%	2,447		0.4%
Rental property revenues	8,273		4.3%	—		—%	8,273		1.2%
Total revenues from unrelated parties	10,720		5.6%	—		—%	10,720		1.6%
Total revenues	$	193,423	100.0%	$	506,861	100.0%	$	700,284	100.0%

	Fiscal Year Ended September 30, 2024
	Total
	Management and		% of	Total		% of			% of
	Advisory		Total	Reimbursable		Total	Total		Total
	Services Revenues		Revenues	Costs		Revenues	Revenues		Revenues
Perpetual Capital:
DHC	$	24,516	12.6%	$	127,119	18.1%	$	151,635	16.9%
ILPT	36,704		18.9%	35,768		5.1%	72,472		8.1%
OPI	29,903		15.5%	212,054		30.3%	241,957		27.0%
SVC	43,759		22.6%	236,760		33.8%	280,519		31.3%
Total Managed Equity REITs	134,882		69.6%	611,701		87.3%	746,583		83.3%
SEVN	5,766		3.0%	6,064		0.9%	11,830		1.3%
	140,648		72.6%	617,765		88.2%	758,413		84.6%
Private Capital:
AlerisLife	5,632		2.9%	—		—%	5,632		0.6%
Sonesta	9,362		4.8%	—		—%	9,362		1.0%
RMR Residential	16,936		8.7%	23,369		3.3%	40,305		4.5%
Other private entities	21,342		11.0%	59,642		8.5%	80,984		9.0%
	53,272		27.4%	83,011		11.8%	136,283		15.1%
Total revenues from related parties	193,920		100.0%	700,776		100.0%	894,696		99.7%
Income from loan investments, net	—		—%	—		—%	1,313		0.1%
Rental property revenues	—		—%	—		—%	1,604		0.2%
Total revenues from unrelated parties	—		—%	—		—%	2,917		0.3%
Total revenues	$	193,920	100.0%	$	700,776	100.0%	$	897,613	100.0%

	Fiscal Year Ended September 30, 2023
	Total
	Management and		% of	Total		% of			% of
	Advisory		Total	Reimbursable		Total	Total		Total
	Services Revenues		Revenues	Costs		Revenues	Revenues		Revenues
Perpetual Capital:
DHC	$	23,675	10.0%	$	156,224	21.4%	$	179,899	18.7%
ILPT	36,834		15.5%	40,438		5.6%	77,272		8.0%
OPI	38,163		16.2%	334,208		46.0%	372,371		38.7%
SVC	40,543		17.2%	117,421		16.2%	157,964		16.5%
Total Managed Equity REITs	139,215		58.9%	648,291		89.2%	787,506		81.9%
SEVN	5,188		2.2%	4,865		0.7%	10,053		1.0%
TA (1)	55,214		23.4%	3,476		0.5%	58,690		6.1%
	199,617		84.5%	656,632		90.4%	856,249		89.0%
Private Capital:
AlerisLife (2)	5,414		2.3%	97		—%	5,511		0.6%
Sonesta	9,471		4.0%	544		0.1%	10,015		1.0%
Other private entities	21,531		9.1%	68,879		9.5%	90,410		9.4%
	36,416		15.4%	69,520		9.6%	105,936		11.0%
Total revenues from related parties	236,033		99.9%	726,152		100.0%	962,185		100.0%
Revenues from unrelated parties	131		0.1%	—		—%	131		—%
Total revenues	$	236,164	100.0%	$	726,152	100.0%	$	962,316	100.0%

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

(2)On March 30, 2023, AlerisLife merged with and into a subsidiary of ABP Trust and ceased to be a public company. As a result, the amounts due with respect to AlerisLife are characterized as Private Capital for the period presented.

For additional information regarding our management or advisory agreements with these related parties, see Note 2, Summary of Significant Accounting Policies.

Amounts Due From Related Parties

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

	September 30,
	2025						2024
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Perpetual Capital:
DHC	$	4,806	$	13,780	$	18,586	$	6,307	$	11,358	$	17,665
ILPT	4,011		8,922		12,933		4,244		7,968		12,212
OPI	4,031		15,819		19,850		5,877		20,132		26,009
SVC	6,831		9,943		16,774		5,470		8,591		14,061
Total Managed Equity REITs	19,679		48,464		68,143		21,898		48,049		69,947
SEVN	1,513		3,272		4,785		2,551		2,601		5,152
	21,192		51,736		72,928		24,449		50,650		75,099
Private Capital:
AlerisLife	529		—		529		570		—		570
Sonesta	51		—		51		82		—		82
RMR Residential	6,117		—		6,117		9,587		—		9,587
Other private entities	2,836		7,616		10,452		3,909		54,133		58,042
	9,533		7,616		17,149		14,148		54,133		68,281
	$	30,725	$	59,352	$	90,077	$	38,597	$	104,783	$	143,380

Leases

As of September 30, 2025, RMR LLC leased from ABP Trust and certain Managed Equity REITs office space for use as our headquarters and local offices. During the fiscal years ended September 30, 2025, 2024 and 2023, we incurred rental expense under related party leases aggregating $5,668, $5,552 and $5,329, respectively. Our related party leases have various termination dates and many have renewal options. Some of our related party leases are terminable on 30 days’ notice and many allow us to terminate early if our management agreements for the buildings in which we lease space are terminated. For additional information regarding these leases, see Note 15, Leases.

Tax-Related Payments

Pursuant to our tax receivable agreement with ABP Trust, RMR Inc. pays to ABP Trust 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by RMR Inc. as a result of the tax receivable agreement. Accordingly, we made payments of $2,384, $2,366 and $2,355 to ABP Trust during the fiscal years ended September 30, 2025, 2024 and 2023, respectively. As of September 30, 2025, our consolidated balance sheet reflects a liability related to the tax receivable agreement of $18,478, including $2,552 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 2026.

Pursuant to the RMR LLC operating agreement, for the fiscal years ended September 30, 2025, 2024 and 2023, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $25,129, $27,796 and $65,486, respectively, of which $13,288, $14,799 and $34,541, respectively, was distributed to us and $11,841, $12,997 and $30,945, respectively, was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage at the time of distribution. The amounts distributed to us were eliminated in our consolidated financial statements, and the amounts distributed to ABP Trust were recorded as a reduction of its noncontrolling interest. We use funds from these distributions to pay certain of our U.S. federal and state income tax liabilities and to pay part of our obligations under the tax receivable agreement.

Registration and Lock-up Agreements

The following registration rights and lock-up agreements are in effect:

•ABP Trust Registration Rights Agreement. RMR Inc. is party to a registration rights agreement with ABP Trust pursuant to which RMR Inc. has granted ABP Trust demand and piggyback registration rights, subject to certain limitations, covering the Class A Common Shares ABP Trust owns, including the shares received on conversion of Class B-1 Common Shares or redemption of the paired Class B-2 Common Shares and Class A Units of RMR LLC.

•SEVN Rights Offering Backstop Agreement. We, through Tremont, entered into a rights offering backstop agreement on October 30, 2025, pursuant to which, (i) SEVN has granted Tremont demand and piggyback registration rights, subject to certain limitations, covering SEVN common shares that Tremont owns, and (ii) Tremont agreed not to transfer the SEVN common shares acquired in connection with its backstop commitment for a period of 6 months following the closing of the rights offering. See Note 8, Investments for further information regarding this agreement.

•Founders Registration Rights and Lock-Up Agreements. Adam Portnoy and ABP Trust are parties to a registration rights and lock-up agreement with each of DHC, OPI and SVC with respect to each such Managed Equity REITs’ common shares. Pursuant to that agreement, ABP Trust and Adam Portnoy agreed not to transfer the Managed Equity REITs’ common shares they acquired in connection with RMR LLC’s reorganization in June 2015 for a period of ten years, subject to certain exceptions, which period expired in June 2025, and each of those Managed Equity REITs has granted ABP Trust and Adam Portnoy demand and piggyback registration rights, subject to certain limitations.

Separation Arrangements

We may enter into retirement agreements with certain of our former executive officers. Pursuant to these agreements, we make various cash payments and accelerate the vesting of unvested shares of RMR Inc. previously awarded to these retiring officers. We may also enter into separation arrangements from time to time with executive and non-executive officers and employees of ours. All costs associated with separation arrangements, for which there remain no substantive performance obligations, are recorded in our consolidated statements of comprehensive income as separation costs.

For the fiscal year ended September 30, 2025, 2024 and 2023, we recognized separation costs of $7,078, $6,297, and $2,002 respectively, including equity based separation costs of $416, $632 and $482, respectively, and cash separation costs of $6,662, $5,665, and $1,520, respectively.

Bridge Loan to Fund VI

In July 2025, we provided a $5,500 bridge loan to Carroll Multifamily Venture VI, LP, or Fund VI, for the repayment of existing indebtedness and general corporate purposes. The loan carried interest at a rate of SOFR plus a margin of 400 basis points with a maturity date on January 29, 2026. In September 2025, Fund VI repaid this bridge loan, a previously outstanding loan of $2,500 acquired as part of the MPC Acquisition and all accrued interest due and payable. The general partner of Fund VI is an indirect, wholly owned subsidiary of RMR LLC.

OPI Restructuring Support Agreement

In connection with OPI’s voluntary chapter 11 petitions on October 30, 2025, we entered into a restructuring support agreement with OPI pursuant to which we have agreed to terms for new management agreements with OPI. See Note 2, Summary of Significant Accounting Policies for further information regarding this agreement.