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RMR on Nasdaq

The RMR Group

Logo: rmrgroup.com4

Alternative asset management company based in Newton1

In its 2025 annual report the company says: “The RMR Group Inc., or RMR Inc., is a holding company and substantially all of its business is conducted by its majority owned subsidiary, The RMR Group LLC, or RMR LLC.”9 Its chief executive is Adam Portnoy.1 It employed 600 people.1

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Last updated Oct 21, 2026.

Overview

$182.7MRevenue, fiscal 20255
$17.6MNet income, fiscal 20255

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  • TickerRMR on Nasdaq1
  • IndustryReal estate investment, financial services1
  • HeadquartersNewton1
  • Websitewww.rmrgroup.com/Home
  • Incorporated inMD6
  • Business addressTwo Newton Pl., 255 Wash. St., Ste. 300, Newton, Ma 024586
  • Filer categoryAccelerated filer6
  • Legal formBusiness Corporation3
  • LEI549300JP4L34E48UJM163
  • StatusActive3
  • LEI statusLapsed (not renewed)3
  • Registered addressc/o CSC-Lawyers Incorporating Service Company, 7 Saint Paul Street, Suite 820, 21202 Baltimore, United States3
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D165499903

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The RMR Group image from its website
Image: rmrgroup.com8

The RMR Group Inc., or RMR Inc., is a holding company and substantially all of its business is conducted by its majority owned subsidiary, The RMR Group LLC, or RMR LLC. RMR Inc. is a Maryland corporation and RMR LLC is a Maryland limited liability company. RMR Inc. serves as the sole managing member of RMR LLC and, in that capacity, operates and controls the business and affairs of RMR LLC. In this Annual Report on Form 10-K, unless otherwise indicated, “we”, “us” and “our” refers to RMR Inc. and its direct and indirect subsidiaries, including RMR LLC.9 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

22.9%Operating margin5
9.6%Net margin5
-5.8%Revenue growth, 20255
7.7%Return on equity5
0.20×Debt to equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Management Service brought in 97% of the revenue The RMR Group broke down this way in fiscal 2025.

  1. Management Service$177.6M597%down 6% from 2024
  2. Investment Advisory, Management and Administrative Service$4.5M52%down 1% from 2024
  3. Management Service, Incentive$653.0K50%down 46% from 2024
Products and services by year
Products and services202320242025
Management Service$185.7M$188.2M$177.6M
Investment Advisory, Management and Administrative Service$4.5M$4.5M$4.5M
Management Service, Incentive$45.9M$1.2M$653.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs86¢$157.4M
  • Income tax4¢$7.7M
  • Profit10¢$17.6M

Out of $182.7M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid40¢$30.3M
  • Share buybacks1¢$903.0K
  • Kept or used elsewhere59¢$44.5M

Out of $75.7M of cash from operations.5

Financial statements

Revenue10111213145$182.7M in 2025−55% since 2018
0$200.0M$400.0M$600.0M$800.0M2018: $405.0M$405.0M20182019: $713.4M$713.4M2019+76%2020: $589.5M$589.5M2020−17%2021: $607.2M$607.2M2021+3%2022: $200.0M$200.0M2022−67%2023: $236.2M$236.2M2023+18%2024: $193.9M$193.9M2024−18%2025: $182.7M$182.7M2025−6%
Operating income10111213145$41.8M in 2025−83% since 2018
0$100.0M$200.0M$300.0M2018: $252.0M$252.0M20182019: $197.8M$197.8M2019−22%2020: $68.7M$68.7M2020−65%2021: $72.1M$72.1M2021+5%2022: $88.4M$88.4M2022+23%2023: $113.7M$113.7M2023+29%2024: $45.0M$45.0M2024−60%2025: $41.8M$41.8M2025−7%
Net income10111213145$17.6M in 2025−82% since 2018
0$25.0M$50.0M$75.0M$100.0M2018: $96.0M$96.0M20182019: $74.6M$74.6M2019−22%2020: $28.8M$28.8M2020−61%2021: $35.7M$35.7M2021+24%2022: $34.0M$34.0M2022−5%2023: $57.1M$57.1M2023+68%2024: $23.1M$23.1M2024−60%2025: $17.6M$17.6M2025−24%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-09-302024-09-302023-09-30
Total management, termination, incentive and advisory services revenues$182.7M$193.9M$236.2M
Loan investment interest income$5.8M$1.4M$0
Compensation and benefits-$3.4M-$87.0K$0
Income from loan investments, net$2.4M$1.3M$0
Rental property revenues$8.3M$1.6M$0
Total reimbursable costs$506.9M$700.8M$726.2M
Total revenues$700.3M$897.6M$962.3M
Compensation and benefits$161.7M$170.4M$136.4M
Equity based compensation$9.7M$10.6M$12.5M
Separation costs$7.1M$6.3M$2.0M
Total compensation and benefits expense$178.5M$187.3M$150.8M
General and administrative$42.5M$43.7M$36.0M
Other reimbursable expenses$422.0M$608.7M$656.4M
Rental property expenses$2.8M$462.0K$0
Transaction and acquisition related costs$1.1M$7.8M$4.2M
Depreciation and amortization$11.6M$4.7M$1.1M
Total expenses$658.5M$852.6M$848.6M
Operating income$41.8M$45.0M$113.7M
Interest income$5.2M$10.4M$10.6M
Interest expense-$4.3M-$783.0K$0
Change in fair value of Earnout liability$8.3M$2.6M$0
(Loss) gain on investments-$5.1M$7.3M$25.2M
Gain on sale of real estate$445.0K$0$0
Income before income tax expense$46.4M$64.4M$149.5M
Income tax expense attributable to RMR Inc.-$7.7M-$11.3M-$21.8M
Net income$38.7M$53.1M$127.8M
Net income attributable to noncontrolling interest in The RMR Group LLC-$21.9M-$30.0M-$70.6M
Net loss attributable to other noncontrolling interests$827.0K$40.0K$0
Net income attributable to The RMR Group Inc.$17.6M$23.1M$57.1M
Unrealized loss on derivatives-$117.0K$0$0
Less: unrealized loss on derivatives attributable to noncontrolling interest$55.0K$0$0
Other comprehensive loss attributable to The RMR Group Inc.-$62.0K$0$0
Comprehensive income attributable to The RMR Group Inc.$17.5M$23.1M$57.1M
Weighted average common shares outstanding - basic (in shares)16.6M shares16.5M shares16.4M shares
Weighted average common shares outstanding - diluted (in shares)16.6M shares16.5M shares16.4M shares
Net income attributable to The RMR Group Inc. per common share - basic (in dollars per share)$1.03$1.38$3.44
Net income attributable to The RMR Group Inc. per common share - diluted (in dollars per share)$1.03$1.38$3.44

Compare The RMR Group with another company

Corporate structure

The RMR Group sits at the top of its group. 25 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of The RMR Group

  • The RMR Group Newton, Massachusetts, United States
    • Tremont Realty Capital LLC Subsidiary · MD
    • Service Properties Trust Stake · Newton, Massachusetts
    • Seven Hills Realty Trust Stake · Baltimore, Maryland, United States
    • 260 Woodstock Investor, LLC Subsidiary · Georgia, United States
    • ARIUM LLC Subsidiary · Maryland, United States
    • Carrington Apartments Owner LLC Subsidiary · Delaware, United States
    • Carroll Multifamily Holdings VI, LLC Subsidiary · Delaware, United States
    • Carroll Multifamily Holdings VII, LLC Subsidiary · Delaware, United States
    • IT Support Solutions Group, LLC Subsidiary · Georgia, United States
    • Lowry Apartments Colorado LLC Subsidiary · Delaware, United States
    • MPC Partnership Holdings LLC Subsidiary · Maryland, United States
    • MPC Property Holdings IV, LLC Subsidiary · Delaware, United States
    • MPC Property Holdings V, LLC Subsidiary · Delaware, United States
    • Park Place Oviedo LLC Subsidiary · Delaware, United States
    • RMR Licenses Inc. Subsidiary · Maryland, United States
    • RMR Pompano Beach JV Partner LLC Subsidiary · Maryland, United States
    • RMR Residential Holdings LLC Subsidiary · Maryland, United States
    • RMR Residential Management Group, LLC Subsidiary · Maryland, United States
    • RMR Sunrise Partner LLC Subsidiary · Maryland, United States
    • Tremont Realty Capital LLC Subsidiary · Maryland, United States
    • TRMT Fund Finance LLC Subsidiary · Delaware, United States
    • TRMT Fund Lender LLC Subsidiary · Delaware, United States
    • TRMT Fund LLC Subsidiary · Maryland, United States
    • TRMT Fund Mezz Lender LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (2 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.

What it owns

What The RMR Group reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$236.6M5 Sep 30, 2025$79.9M5 Sep 30, 2024+196.2%
Accumulated depreciation$8.0M5 Sep 30, 2025$3.4M5 Sep 30, 2024+131.5%
Property and equipment, net$228.7M5 Sep 30, 2025$76.4M5 Sep 30, 2024+199.2%
Operating-lease assets (leased space)$22.9M5 Sep 30, 2025$27.4M5 Sep 30, 2024−16.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$141.6M14 Sep 30, 2024$268.0M14 Sep 30, 2023−47.2%
Stakes in other companies (equity method)$31.9M5 Sep 30, 2025$23.7M5 Sep 30, 2024+34.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$71.8M5 Sep 30, 2025$71.8M5 Sep 30, 20240%
Intangible assets, net (excluding goodwill)$26.1M5 Sep 30, 2025$20.3M5 Sep 30, 2024+28.8%
Finite-lived intangibles, gross$30.0M5 Sep 30, 2025$18.8M5 Sep 30, 2024+59.4%
Accumulated amortization$9.1M5 Sep 30, 2025$3.7M5 Sep 30, 2024+144.0%
Finite-lived intangibles, net$21.0M5 Sep 30, 2025$15.1M5 Sep 30, 2024+38.6%

Properties, in its own words

Our principal executive offices are located at Two Newton Place, 255 Washington Street, Newton, MA 02458-1634. These offices are leased from an affiliate of ABP Trust through 2030. A copy of the lease is incorporated by reference as an exhibit to this Annual Report on Form 10-K.

We also lease other ancillary and local office space from ABP Trust, from certain Managed Equity REITs and from third parties. We consider these leased premises suitable and adequate for our business. For more information about our leased facilities, see Note 15, Leases, to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

The rest of Item 2

As of September 30, 2025, our wholly owned properties were comprised of one retail property near Chicago, IL containing approximately 204,000 rentable square feet and three residential properties located in three states containing approximately 781

units. For more information about our wholly owned properties, see Note 4, Acquisitions to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Item 2 of the 10-K filed Nov 12, 2025.9

Leadership

Who has led The RMR Group, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Adam Portnoy2015–now

President

  1. Adam Portnoy2015–now

Chief financial officer

  1. Matthew P. Jordan2015–now

Chief operating officer

  1. Matthew P. Jordan2026–now
20202025
Board members and other officers (24)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 260 Woodstock Investor, LLC Georgia7
  • ARIUM LLC Maryland7
  • Carrington Apartments Owner LLC Delaware7
  • Carroll Multifamily Holdings VI, LLC Delaware7
  • Carroll Multifamily Holdings VII, LLC Delaware7
  • IT Support Solutions Group, LLC Georgia7
  • Lowry Apartments Colorado LLC Delaware7
  • MPC Partnership Holdings LLC Maryland7
  • MPC Property Holdings IV, LLC Delaware7
  • MPC Property Holdings V, LLC Delaware7
  • Park Place Oviedo LLC Delaware7
  • RMR Licenses Inc. Maryland7
  • RMR Pompano Beach JV Partner LLC Maryland7
  • RMR Residential Holdings LLC Maryland7
  • RMR Residential Management Group, LLC Maryland7
  • RMR Sunrise Partner LLC Maryland7
  • TRMT Fund Finance LLC Delaware7
  • TRMT Fund LLC Maryland7
  • TRMT Fund Lender LLC Delaware7
  • TRMT Fund Mezz Lender LLC Delaware7
  • The RMR Group LLC Maryland7
  • Tremont Realty Capital LLC Maryland7

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Reit Management & Research Inc.Jul 31, 2015 to Jul 31, 20156

Timeline

  1. Aug 5, 20268-K Results of operations44
  2. Jun 23, 20268-K Other events45
  3. Jun 1, 20268-K Regulation FD disclosure46
  4. May 7, 20268-K Regulation FD disclosure47
  5. May 6, 20268-K Results of operations48
  6. Apr 2, 20268-K Regulation FD disclosure49
  7. Mar 26, 20268-K Shareholder vote50
  8. Feb 4, 20268-K Results of operations51
  9. Jan 12, 20268-K Executive or director change52
  10. Dec 19, 20258-K Executive or director change53
  11. Nov 12, 20258-K Results of operations54
  12. Oct 31, 20258-K Other events55
  13. Nov 16, 2015New chief executive Adam Portnoy becomes CEO1
  14. May 28, 2015Founded The RMR Group is founded3

Calendar

Coming up

  1. Nov 12, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.22 a share, on Nov 12, 2025.56

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results44
  2. May 6, 2026Reported quarterly or annual results48
  3. Feb 4, 2026Reported quarterly or annual results51
  4. Nov 12, 2025Reported quarterly or annual results54
  5. Aug 5, 2025Reported quarterly or annual results57
  6. May 6, 2025Reported quarterly or annual results58
  7. Feb 5, 2025Reported quarterly or annual results59
  8. Nov 12, 2024Reported quarterly or annual results60

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

217 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 46 major events, 95 insider forms, 26 large holders, 30 other. The latest 20:

  1. Sep 21, 20264 OWNERSHIP DOCUMENT EDGAR
  2. Sep 21, 20264 OWNERSHIP DOCUMENT EDGAR
  3. Sep 21, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Sep 21, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Sep 21, 20264 OWNERSHIP DOCUMENT EDGAR
  6. Sep 21, 20264 OWNERSHIP DOCUMENT EDGAR
  7. Sep 21, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  9. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  10. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  11. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  12. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  13. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  14. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  15. Aug 5, 202610-Q EDGAR
  16. Aug 5, 20268-K EDGAR
  17. Jun 23, 20268-K EDGAR
  18. Jun 1, 20268-K EDGAR
  19. May 14, 2026SCHEDULE 13G EDGAR
  20. May 7, 20268-K EDGAR

The 217 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Stakes it holds

The RMR Group has told the SEC it owns more than 5% of 2 companies, latest first (Schedules 13D and 13G).

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Adam PortnoyManaging Director, President and Chief Executive Officer$375.0K$4.8M71
2025Jennifer B. Clark Former Managing Director, Executive Vice President, General Counsel and Secretary$375.0K$4.5M71
2025Matthew P. Jordan Managing Director, Executive Vice President, Chief Operating Officer, Former Chief Financial Officer and Treasurer$375.0K$4.3M71
2025Christopher J. BilottoExecutive Vice President$375.0K$2.5M71
2025John G. Murray Executive Vice President$37.5K$975.3K71
2025Jeffrey C. Leer Executive Vice President$37.5K$929.4K71
2024Adam PortnoyManaging Director, President and Chief Executive Officer$375.0K$4.9M71
2024Jennifer B. Clark Former Managing Director, Executive Vice President, General Counsel and Secretary$375.0K$4.6M71
2024Matthew P. Jordan Managing Director, Executive Vice President, Chief Operating Officer, Former Chief Financial Officer and Treasurer$375.0K$4.2M71
2024Christopher J. BilottoExecutive Vice President$375.0K$2.1M71
2024John G. Murray Executive Vice President$66.3K$1.4M71
2023Jennifer B. Clark Former Managing Director, Executive Vice President, General Counsel and Secretary$375.0K$4.7M71
2023Matthew P. Jordan Managing Director, Executive Vice President, Chief Operating Officer, Former Chief Financial Officer and Treasurer$375.0K$4.3M71
2023Adam PortnoyManaging Director, President and Chief Executive Officer$375.0K$4.2M71
2023John G. Murray Executive Vice President$75.0K$1.6M71

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Nantahala Capital Management, LLC2,295,804$47.1M1.4%+1,147,902
BlackRock, Inc.1,483,326$30.5M0.0%+132,621
Vanguard Portfolio Management LLC875,317$18.0M0.0%+12,954
Flat Footed LLC861,507$17.7M3.1%+58,768
Bank Of America Corp /de/859,675$17.6M0.0%−81,577
Morgan Stanley762,493$15.7M0.0%−174,527
Vanguard Capital Management LLC693,823$14.2M0.0%+21,745
Federated Hermes, Inc.535,817$11.0M0.0%+8,513
Geode Capital Management, LLC480,913$9.9M0.0%+12,832
Renaissance Technologies LLC418,714$8.6M0.0%−21,100
State Street Corp406,118$8.3M0.0%+5,051
Hotchkis & Wiley Capital Management LLC390,120$8.0M0.0%+51,820
Garner Asset Management Corp332,472$6.8M2.2%−25,279
Dimensional Fund Advisors LP310,912$6.4M0.0%+8,163
O'shaughnessy Asset Management, LLC193,846$4.0M0.0%+17,250
Northern Trust Corp188,393$3.9M0.0%+10,426
Goldman Sachs Group Inc186,768$3.8M0.0%+39,826
Charles Schwab Investment Management Inc136,039$2.8M0.0%+1,865
Vanguard Fiduciary Trust Co106,967$2.2M0.0%+5,204
Truvestments Capital LLC104,815$2.2M0.3%+7,115
Jefferies Financial Group Inc.102,511$2.1M0.0%−8,500
CWA Asset Management Group, LLC98,576$2.0M0.1%+10,060
Stifel Financial Corp95,395$2.0M0.0%−8,036
Aviance Capital Partners, LLC89,340$1.8M0.2%−794
Quantinno Capital Management LP87,083$1.8M0.0%+20,254

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How The RMR Group is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRMR GROUP INC.2
  • CIK0001644378
  • Employer ID (EIN)47-41225839
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company9
  • Incorporated inMaryland9
  • Fiscal year endsSeptember 302
  • Industry code (SIC)8742 Services-Management Consulting Services2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business addressTwo Newton Pl., 255 Wash. St., Ste. 300, Newton, MA 024582
  • Phone(617) 796-83202
  • Shares outstanding16,061,399 Common Class A shares; 1,000,000 Common Class B shares; 15,000,000 Common Class B2 shares as of Nov 7, 20259
  • Public float$256.1M as of Mar 31, 20259
  • AuditorDeloitte & Touche LLP, Boston, Massachusetts PCAOB ID 34; it also attests to the company’s internal control over financial reporting9
  • On EDGAR sinceJul 31, 20152
  • Filings519 in all: 4 (212), 8-K (93), SC 13G/A (35), 10-Q (33), 3 (31), CORRESP (12), DEFA14A (12), 10-K (11)2
    All 30 form types

    DEF 14A (11), SC 13G (11), UPLOAD (11), 4/A (8), SCHEDULE 13G/A (6), ARS (4), EFFECT (4), S-3 (3), S-8 (3), SCHEDULE 13G (3), 424B5 (2), FWP (2), S-1/A (2), S-3/A (2), 424B3 (1), 8-A12B (1), 8-K/A (1), CERTNAS (1), DRS (1), DRS/A (1), DRSLTR (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Nov 12, 2025
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Jan 15, 2026
    Latest 8-K (8-K) Aug 5, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.001 par value per shareRMRThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Nov 12, 2025 (Section 12(b) of the Exchange Act).9

Risk factors and legal proceedings

The risks The RMR Group names in Item 1A of its 10-K filed Nov 12, 2025: 34 risks under these headings, as written.9

  • Risks Related to Our Business
  • Unfavorable market and industry conditions have had and may continue to have a material adverse effect on our and our clients’ results of operations, financial condition and ability to pay dividends.
  • Most of our revenues are derived from our provision of management services to a limited number of companies. The loss or decline in business or assets of any of the Managed Equity REITs or clients comprising a significant part of our Private Capital business could substantially reduce our revenues.
  • Our revenues may be highly variable.
  • Our management agreements with our clients are subject to termination.
  • We may be unable to successfully grow the RMR Residential business and our value-add retail investments.
  • Tremont’s agreement to purchase any rights not subscribed for in the SEVN rights offering may require us to use available cash and forego other investment opportunities.
  • Uncertainty surrounding interest rates and sustained high interest rates may significantly reduce our revenues or impede our growth.
  • If we cannot retain and motivate our key and talented personnel and recruit, retain and motivate new talented personnel, our business, operating results and financial condition could be adversely affected.
  • We depend on our controlling shareholder and other key and talented personnel.
  • We are subject to substantial regulation and numerous contractual obligations and internal policies, and failure to comply with these provisions could have a material adverse effect on our business, financial condition and results of operations.
  • Sustainability initiatives, requirements and market expectations may impose additional costs and expose us and our clients to new risks.
The other 23 risks
  • We and our clients are subject to risks from adverse weather, natural disasters and adverse impact from global climate change.
  • We rely on information technology and systems in our operations, and any material failure, inadequacy, interruption or security breach of that technology or those systems could materially harm our business.
  • We incorporate artificial intelligence into some of our business workflows and processes, and challenges with properly managing its use could result in reputational harm, competitive harm, legal liability, and increased regulatory costs and adversely affect our results of operations.
  • Inflation may continue to negatively impact us and our clients and our and their businesses, results of operations and ability to grow.
  • Employee misconduct could harm us by subjecting us to significant legal liability, reputational harm and loss of business.
  • RMR LLC’s required quarterly tax distributions may limit our ability to implement our business or pursue growth opportunities.
  • Risks Related to the Businesses of Our Clients
  • Risks Related to Our Securities
  • A trading market that provides adequate liquidity may not be sustained for our Class A Common Shares and the market price of our Class A Common Shares may fluctuate widely.
  • Some investors may not invest in our Class A Common Shares as a result of our dual class capital structure, which may adversely affect the trading price of our Class A Common Shares.
  • Our dividend policy is subject to change.
  • Risks Related to Our Relationships with Our Controlling Shareholder and Our Clients
  • Our controlling shareholder has voting control over our outstanding capital stock, and our other shareholders will have less influence over our business than shareholders of most other publicly traded companies.
  • Our management agreements with the Managed Equity REITs may discourage our change of control.
  • The registration of Tremont Realty Capital under the Investment Advisers Act may discourage our change of control.
  • The ability of ABP Trust to sell its ownership stake in us and speculation about any such sale may adversely affect the market price of our Class A Common Shares.
  • We and our clients are party to transactions with related parties that may increase the risk of allegations of conflicts of interest.
  • Declines in revenue, business or assets of a client may result in a corresponding decline or reduced market capitalizations for another client due to their business relationships with each other.
  • Our management responsibilities to each of our clients and any future companies we may manage may give rise to actual, potential or perceived conflicts of interest.
  • Risks Related to Our Organization and Structure
  • We are a “controlled company” within the meaning of the Nasdaq listing rules and, as a result, qualify for, and may rely on, exemptions from certain corporate governance requirements. Our shareholders will not have the same protections afforded to shareholders of companies that are subject to such requirements.
  • Our rights and the rights of our shareholders to take action against our directors and officers are limited.
  • Our bylaws designate the Circuit Court for Baltimore City, Maryland or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, as the sole and exclusive forum for certain actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, managers, agents or employees.
  • RMR Inc. is required to pay ABP Trust for certain tax benefits it claims as a result of the tax basis step up we received as part of the RMR LLC reorganization on June 5, 2015 and will receive upon future redemptions by ABP Trust for Class A Common Shares or for cash. In certain circumstances, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual tax benefits RMR Inc. realizes.
  • Our governing documents permit our directors and officers, our clients and ABP Trust to retain corporate opportunities for their own benefit.
  • We may enter into new lines of businesses and doing so may result in additional risks and uncertainties in our businesses.
  • Our only material asset is our interest in RMR LLC, and we are accordingly dependent upon distributions from RMR LLC to pay our taxes and expenses.

Legal proceedings

From time to time, we may become involved in litigation matters incidental to the ordinary course of our business. Although we are unable to predict with certainty the eventual outcome of any litigation, we are currently not a party to any litigation which we expect to have a material adverse effect on our business.

The opening of Item 3, Legal Proceedings.9

Sources

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