Earnings call transcript: RMR Group Q4 2025 earnings miss forecasts

RMR Group reported its Q4 Fiscal 2025 earnings, revealing a significant miss on both earnings per share (EPS) and revenue forecasts. The company posted an EPS of $0.22, falling short of the expected $0.41, and generated $159.41 million in revenue against a forecast of $210.1 million. This has led to a mixed market reaction, with the stock experiencing a slight increase of 0.26% post-earnings but a 0.32% drop in premarket trading.

Key Takeaways

• RMR Group's Q4 earnings and revenue fell short of analyst expectations.
• The company launched a new venture targeting $250 million in real estate investments.
• Managed REITs completed $2 billion in debt financings and $300 million in asset sales.
• Liquidity remains strong with $162 million, including $62 million in cash.

Company Performance

RMR Group's performance in Q4 2025 was marked by strategic initiatives in the real estate sector, despite underwhelming financial results. The company continues to focus on expanding its private capital initiatives and exploring new investment opportunities in residential and retail sectors. However, the significant miss on earnings and revenue may raise concerns about its operational efficiency and market challenges.

Financial Highlights

• Revenue: $159.41 million, below the forecast of $210.1 million.
• Earnings per share: $0.22, missing the expected $0.41.
• Adjusted EBITDA: $20.5 million.
• Distributable earnings: $0.44 per share.
• Total liquidity: $162 million.

Earnings vs. Forecast

The earnings per share came in at $0.22, significantly below the forecast of $0.41, resulting in a negative surprise of 46.34%. Revenue was also disappointing, with actual figures at $159.41 million compared to the forecasted $210.1 million, a surprise of -24.13%. This substantial miss may impact investor confidence and requires careful analysis of the company's strategic and operational plans.

Market Reaction

Following the earnings announcement, RMR Group's stock showed a slight increase of 0.26% but dropped by 0.32% in premarket trading, reflecting mixed investor sentiment. The stock remains closer to its 52-week low, indicating caution among investors.

Outlook & Guidance

Looking ahead, RMR Group expects adjusted EBITDA for Q1 Fiscal 2026 to range between $18 million and $20 million, with distributable earnings projected at $0.42 to $0.44 per share. The company remains focused on residential and credit investment opportunities and potential office portfolio consolidation.

Executive Commentary

"We believe 2026 will be a better year for institutional investments in real estate," said Matt Jordan, COO. CEO Adam Portnoy noted, "Retail has really gone through transformation over the last 10 to 15 years," emphasizing the company's strategic focus on evolving market dynamics.

Risks and Challenges

• Continued underperformance in earnings and revenue could impact investor confidence.
• Market conditions in the retail and real estate sectors may pose challenges.
• Execution risks in new ventures and strategic initiatives.
• Potential macroeconomic pressures affecting investment returns.

Q&A

Analysts focused on RMR Group's strategic initiatives, with questions about the OPI bankruptcy restructuring, Seven Hills rights offering, and potential fee structures. The company's cost management strategies were also discussed, highlighting investor concerns about operational efficiency.

Full transcript - RMR Group Inc (RMR) Q4 2025:

Conference Operator: Good morning and welcome to The RMR Group Fiscal Fourth Quarter 2025 earnings conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing star, then zero on your telephone keypad. Please note this event is being recorded. I would now like to turn the conference over to Brian Maher, Senior Vice President. Please go ahead.

Brian Maher, Senior Vice President, RMR Group: Thank you and good morning. Thank you for joining RMR's Fiscal Fourth Quarter 2025 conference call. With me on today's call are President and CEO Adam Portnoy, Chief Operating Officer Matt Jordan, and Chief Financial Officer Matt Brown. In just a moment, they will provide details about our business and quarterly results, followed by a question-and-answer session. I would also like to note that the recording and retransmission of today's conference call is prohibited without the prior written consent of the company. Today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on RMR's beliefs and expectations as of today, November 13th, 2025, and actual results may differ materially from those that we project.

The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call. Additional information concerning factors that could cause those differences is contained in our filings with the Securities and Exchange Commission, which can be found on our website at rmrgroup.com. Investors are cautioned not to place undue reliance upon any forward-looking statements. In addition, we may discuss non-GAAP numbers during this call, including adjusted net income per share, distributable earnings, and adjusted EBITDA. A reconciliation of net income determined in accordance with U.S. generally accepted accounting principles to these non-GAAP figures can be found in our financial results. I will now turn the call over to Adam.

Adam Portnoy, President and CEO, RMR Group: Thanks, Brian, and thank you all for joining us this morning. Yesterday, we reported fourth-quarter results that were in line with our expectations, highlighted by distributable earnings of $0.44 per share, adjusted net income of $0.22 per share, and adjusted EBITDA of $20.5 million. Despite a continued unsettled economic environment, RMR was active this past quarter, executing on our clients' strategic initiatives. The majority of these activities took place in our managed equity REITs, where we completed nearly $2 billion of accretive debt financings at attractive rates, and we completed over $300 million in asset sales. We believe these efforts are being recognized in the public markets, as demonstrated by the share price improvements at both DHC and ILPT.

These share price improvements have resulted in DHC and ILPT both accruing potential incentive fees for RMR, which highlights the alignment of interest RMR has with the shareholders of our managed equity REITs. While subject to change, these potential incentive fees could be approximately $22 million in 2025. Turning to a few notable updates at our perpetual capital clients, DHC posted solid quarterly results led by strong sector tailwinds benefiting DHC's senior housing segment, as well as the significant capital that has been invested in DHC's communities. Consolidated shop NOI increased 8% year over year to $29.6 million, led by a 210 basis point increase in occupancy to 81.5% and a 5.3% increase in average monthly rates. Beyond its continued focus on shop operations, DHC has also been executing on its strategic transformation.

More specifically, DHC announced the successful sale of non-core assets at attractive valuations, as it further deleverages its balance sheet. During the quarter, DHC also began executing on its announced transition of 116 SHOP communities from AlerisLife to new operators that have proven track records and well-established regional footprints. The transition of all 116 communities is expected to occur by year-end 2025. SVC continues to make significant progress selling non-core hotels to deleverage its balance sheet. During the quarter, SVC completed the sale of 40 hotels for over $292 million and is on pace to sell a total of 121 hotels in 2025 for $959 million. SVC also successfully completed a zero-coupon bond offering that raised $490 million in net proceeds that were used to repay SVC's revolving credit facility and retire the remainder of SVC's 2026 debt maturities.

Beyond the deleveraging efforts, we remain focused on helping SVC drive EBITDA growth across its hotel portfolio, despite softening demand and ongoing revenue displacement from renovation activity. Further, our organization continues to keep SVC's triple-net lease portfolio, which is anchored by the TravelCenters lease to investment-grade rated BP, well-leased to ensure SVC benefits from the stable cash flows these assets generate. Seven Hills, our mortgage REIT, delivered another solid quarter supported by a fully performing $642 million loan portfolio. Seven Hills has been exploring ways to generate new equity capital to ensure the REIT can continue to capitalize on the robust pipeline of investment opportunities our Tremont commercial lending team generates. To that end, Seven Hills recently announced a rights offering to raise approximately $65 million in new equity, which should allow for over $200 million in gross new loan investments.

The rights offering is structured so that shareholders of record on November 10th were given a transferable right to buy one new share for every two shares they currently own. Importantly, RMR, which is Seven Hills' largest shareholder, has agreed to backstop this offering, essentially acquiring any unexercised rights as a demonstration of our confidence in Seven Hills' business prospects going forward. Lastly, in late October, OPI, after exploring all possible strategies to address its capital structure, entered into a restructuring support agreement, or RSA, with certain holders of its senior secured notes to restructure its corporate debt. As part of the RSA, OPI voluntarily initiated a court-supervised process under Chapter 11 of the U.S. Bankruptcy Code. This agreement will meaningfully strengthen OPI's financial position and deleverage the balance sheet.

As part of the RSA, RMR has agreed to continue managing OPI for a five-year term that starts upon OPI's emergence from bankruptcy. RMR will receive a flat business management fee during the first two years of $14 million per year, and our property management agreement will remain unchanged. To support OPI's operations during this process, OPI entered into a debtor-in-possession financing of $125 million. We remain committed to supporting the assets, vendors, and tenants of OPI throughout this process and look forward to updating you as new information becomes available in the future. To conclude, we are pleased with the progress RMR has made over the past quarter, assisting our public company clients with their financial and strategic objectives.

Our perpetual capital clients also provide RMR with stable cash flows, which we can use to pursue new growth initiatives in the private capital space to drive future revenue and earnings growth. With that, I'll now turn the call over to Matt Jordan, Executive Vice President and Chief Operating Officer, to provide added insights on our platform and private capital growth initiatives.

Brian Maher, Senior Vice President, RMR Group: Thanks, Adam. Good morning, everyone. As Adam mentioned, this past quarter was active on a number of fronts across the RMR platform. From a non-residential leasing perspective, despite continued headwinds, this past quarter, RMR arranged almost 1.4 million sq ft of leases, and for the full fiscal year, almost 8 million sq ft of leases at rental rates approximately 14% higher than previous rents for the same space. We believe these results speak to the hard work of our people proactively engaging both tenants and the brokerage community. Beyond leasing, the platform continues to invest in our people, technology, and brand building to ensure we stand out in a competitive fundraising environment.

While fundraising remains challenging, we believe 2026 will be a better year for institutional investments in real estate, as recent conversations our capital formation team is having with potential partners have reinforced commitments to the United States and many of the sectors we operate in. Further, while many private capital investors are limiting how many new manager relationships they form, given the effort associated with underwriting a new manager, the breadth and scale of our platform remains an attractive differentiator. Our current fundraising efforts remain focused on residential, credit, and select development opportunities, though, as I noted, the diversity and scale of our platform will allow us to pivot quickly based on investor feedback. As it relates to RMR Residential, which currently manages almost $5 billion in value-add residential real estate, we formally launched fundraising for the Enhanced Growth venture in early September.

Our efforts are focused on finding up to three large investors to invest approximately $250 million in multifamily real estate. This venture is targeting value-add returns and provides investors the ability to share in property level and general partner economics. RMR's commitment via almost $100 million in seed investments provides investors certainty that committed monies can be immediately put to work, as well as providing them a portfolio they can readily underwrite. The seed investments include the two acquisitions closed this quarter for a gross aggregate cost of $143.4 million. One is a 266-unit property near Raleigh, North Carolina, and the other is a 275-unit property near Orlando, Florida. We expect there to be meaningful updates regarding the Enhanced Growth venture by early spring.

Within the retail sector, we continue to source investment opportunities as we build a portfolio of value-add multi-tenant retail properties as part of establishing a track record in this sector. Our first investment, a $21 million community shopping center outside of Chicago, closed earlier this year and is executing on its underwritten business plan. We are currently assessing market opportunities with the goal of adding at least two more similarly sized deals. As it relates to our credit strategy, although we expect to close on the sale of two loans that are on our balance sheet later this month, we continue to explore opportunities to form a strategic venture with institutional capital. Real estate credit remains a high-conviction strategy, and we believe Tremont's track record, middle market focus, and strong underwriting and asset management teams are attractive differentiators.

With that, I'll now turn the call over to Matt Brown, Executive Vice President and our Chief Financial Officer.

Adam Portnoy, President and CEO, RMR Group: Thanks, Matt, and good morning, everyone. As Adam highlighted, this quarter we reported adjusted EBITDA of $20.5 million, distributable earnings of $0.44 per share, and adjusted net income of $0.22 per share, all of which were in line with our expectations. Recurring service revenues were approximately $45.5 million, a sequential quarter increase of approximately $1.5 million, driven primarily by increases in enterprise values at DHC, ILPT, and SVC, and higher construction supervision fees. Next quarter, we expect recurring service revenues to decrease to approximately $42.5 million, driven by lost fee revenue from the announced sale of a life science business and decreases in certain of our managed REITs enterprise values from accretive debt financings and asset sales as we strategically manage their debt levels. Turning to expenses, recurring cash compensation was $38.5 million this quarter, which was consistent with the prior quarter.

Looking ahead to next quarter, we expect cash compensation to decline to approximately $37 million as recent cost containment measures continue to positively impact earnings. We expect our cash compensation reimbursement rate to be between 46% and 47% going forward. Recurring G&A this quarter was $10.1 million, a modest sequential quarter increase driven by costs associated with our ongoing private capital fundraising efforts. We expect recurring G&A to remain at these levels over the next couple of quarters. Interest expense this quarter increased to $1.7 million following the acquisitions of two leveraged residential properties that Matt highlighted. Interest expense next quarter is expected to increase to approximately $2.6 million as we incur a full quarter of interest on these new mortgages. It is also worth noting that this quarter's income tax rate of 21.4% reflects year-end adjustments primarily related to stock-based compensation.

For modeling purposes, we expect our tax rate to decline to approximately 15% in Q1 based on our current forecast for incentive fees we may earn for calendar year 2025 and to approximately 18% for Q2-Q4. As Matt mentioned on the call last quarter, we believe cash flow measures such as adjusted EBITDA and distributable earnings per share are becoming more relevant when comparing our results to prior periods and other alternative asset managers. Our private capital business is accretive to our cash flow, but as we continue to use RMR's strong balance sheet for strategic growth initiatives, expenses such as depreciation and interest will have an adverse impact on certain financial metrics such as adjusted net income per share.

Aggregating the collective assumptions I've outlined, next quarter we expect adjusted EBITDA to be between $18-$20 million, distributable earnings to be between $0.42-$0.44 per share, and adjusted net income to be between $0.16-$0.18 per share. This expected decline in quarterly results is mainly due to the sale of a Lyris Life's business. For the fiscal fourth quarter and full year, we earned $1.4 and $5.7 million respectively of fee revenue on the Lyris Life contract. We expect to offset this lost revenue with increases in DHC's enterprise value as new operators that have well-established regional footprints and proven track records should help drive NOI growth. We ended the quarter with $162 million of total liquidity, including $62 million in cash and $100 million of capacity on our undrawn revolving credit facility.

Finally, as Adam mentioned, if September 30 was the end of the measurement period, we would earn incentive fees from DHC and ILPT of approximately $22 million in the aggregate. That concludes our prepared remarks. Operator, please open the line for questions.

Conference Operator: We will now begin the question and answer session. To ask a question, you may press star then one on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. The first question comes from Mitch Germain with Citizens Bank. Please go ahead.

Mitch Germain, Analyst, Citizens Bank: Hi, good morning. I'm curious about OPI's fee. Does it, in effect, go up quarter to quarter?

Adam Portnoy, President and CEO, RMR Group: Hi, Mitch. I think your question that you broke up for me is about OPI's fees.

Mitch Germain, Analyst, Citizens Bank: Yes.

Adam Portnoy, President and CEO, RMR Group: Effectively, it's pretty much flat. We were earning just under $14 million a year on a business management basis. It was like $13 and change over the last 12 months, give or take. We have a contract that we'll be earning $14 million fixed fee for the first two years per year, $14 million. On the property management agreement, nothing's changed. All the economics are the exact same as they were prior to the filing. Just to be very clear, during the pendency of the bankruptcy itself, we are operating under the existing contract. We probably will earn a little bit less than a $14 million run rate during the pendency of the bankruptcy. Upon emergence from the bankruptcy, that's when the clock starts, and that's when the $14 million per year goes into effect. I'll just say it might be a correlator to your question.

Look, the fact that we entered into what we call a restructuring support agreement, we think leads to hopefully a much faster bankruptcy process and allows us to get out of bankruptcy, hopefully, faster than if we had not entered with an RSA. It is a little unclear exactly when we will emerge, but I think, roughly speaking, it is first half of 2026 we will emerge.

Mitch Germain, Analyst, Citizens Bank: Gotcha. Thank you. I think, Adam, you mentioned where your focus is on the private capital side in terms of fundraising. Maybe I missed it, but I did not hear you mention shopping centers as a competency that you are raising capital for. Yet you guys are, obviously, you own one and you are looking to allocate capital to others. Maybe just kind of go over where that sits with regards to your private capital strategy.

Adam Portnoy, President and CEO, RMR Group: Sure. Sure, Mitch. It's a great question. Matt touched a little bit on this in his prepared remarks, but you're right. We have it on our balance sheet. We think we have a lot of core competency in retail. We run a very large multi-billion dollar existing retail portfolio. Today, we have a very large, very competent retail asset management team on staff. It's not front and center, but already in parts of our organization, given the size and breadth of the different portfolios, we do actually run shopping centers in different parts of the business, let's say, buried within some other asset classes or buried within some of the portfolios. We do have experience there. We think, for a lot of reasons, investing in neighborhood and grocery anchored specifically shopping centers is a great thing to be doing right now.

Retail has really gone through transformation over the last 10 to 15 years, and we really have a pretty good supply-demand dynamic going on where there's not a lot of new supply, and demand has sort of finally caught up with the existing supply. We see a lot of interesting opportunities to basically put money to work. Through either capital improvements or re-tenanting a center, we can generate outsized returns. We're doing that first on our balance sheet, but we're pretty confident that we're going to be successful with that and that we'll be able to then take that, demonstrate that track record, and raise more capital around that going forward. Matt, do you want to add anything to that?

Matt Jordan, Chief Operating Officer, RMR Group: No, and I think, Mitch, we have the one asset outside of Chicago. The point we were making in the prepared remarks is we're hoping to at least add a couple more of similar size scale to build a wholesome track record that we can go out and fundraise around in hopefully a couple of years from now.

Mitch Germain, Analyst, Citizens Bank: Gotcha. Did I hear that you guys have a couple of additional loan investments that are under agreement? Did I mishear that?

Adam Portnoy, President and CEO, RMR Group: We do not have new at RMR itself. We do not have any new loan investments. I do not think we discussed in our prepared remarks, but it is in our public disclosures. We are selling or have an agreement to sell the two loans that we have on our balance sheet. Those are being sold. There is currently no plan to put more loans on RMR's balance sheet. What I did mention in my prepared remarks is we have a rights offering that we are in the middle of occurring at Seven Hills. We expect, as a result of that, we will have about $65 million of equity, which provides for about $200 million in additional loan investments that we plan to deploy over the following, call it, six months to get that money out.

If your average loan size is $25 million, that's, call it, eight loans, eight to ten loans, give or take, that will be new loans that we'll be putting money out at Seven Hills.

Mitch Germain, Analyst, Citizens Bank: Thank you. Last one from me. Matt, maybe just kind of go through the puts and takes to get you to your forecast in the first quarter, maybe a bridge from where you ended the fiscal fourth quarter to how you get to the first quarter in terms of your guidance, please.

Matt Jordan, Chief Operating Officer, RMR Group: Sure. I'll focus on adjusted EBITDA for that. Fiscal fourth quarter was $20.5 million. Our forecast for fiscal Q1 is $18-$20 million. The major impact of that is the sale of a Lyris Life's business and the wind down of that. Today, we earned 60 basis points on the revenue of our senior living communities. As that winds down, we're expecting revenues to decrease about $1 million for that alone. That's the major headline from the decrease from fiscal Q4 to fiscal Q1.

Mitch Germain, Analyst, Citizens Bank: Thank you.

Conference Operator: Again, if you have a question, please press star then one. The next question comes from John Masocca with B. Riley. Please go ahead.

John Masocca, Analyst, B. Riley: Good morning. Maybe just sticking with that question quickly, is there any expected additional negative flow-through from the loss of managing AlerisLife as we think beyond next quarter?

Matt Jordan, Chief Operating Officer, RMR Group: The full wind down should happen by the end of this year. While we're expecting about a $1 million decrease in fee revenue this coming quarter, we did earn $1.4 million in fiscal Q4. There will be another kind of $400,000 deduct when we roll forward to fiscal Q2.

John Masocca, Analyst, B. Riley: Okay. And then we'll be moving on to OPI. Can you just walk through what the advisory agreement looks like after two years if you're still managing that portfolio?

Adam Portnoy, President and CEO, RMR Group: Sure. So it's a term sheet we entered into with what will be likely the new equity owners of OPI upon emergence. It's a five-year term. The first two years are set at $14 million per year in business management fees. The property management stays unchanged. During the first two years, that $14 million stays the same, whether the portfolio shrinks or grows, it doesn't matter what the size of the portfolio is, that sort of stays in place at $14 million per year. After two years, there's a negotiation.

I think, look, the reason it was set up that way is with the new owners of OPI, I think there's a little bit of a hesitancy about how to structure the fee in terms of what it should be based on because we're not quite sure exactly the size and the makeup of OPI, let's say, over the next couple of years. We're confident, and I think the new investors or new owners of OPI are confident that we will still be managing it over the next two to three years. As part of that, I think they just want to see how the next couple of years play out, what's the size of the company. It could shrink from the size it is today. It could also grow from the size it is today.

I mean, part of what we've had discussions with the new owners about is that this vehicle might be used, and I'm not saying this will be used. I'm saying it might be used as a vehicle to roll up other distressed office portfolios in the marketplace. I mean, we're pretty encouraged that we found a group of investors that currently own the debt that wanted to equitize their debt and really want to go long on office because they really see it as a great opportunity both from a macro perspective. I think they also feel pretty good about the portfolio itself, meaning there's a lot of pain that the OPI portfolio has gone through, but the vast majority of that pain is behind us.

Looking forward, it looks much better than what we've gone through over the last two or three years in terms of leasing prospects and cash flow or NOI that's going to be coming out from the property. The other thing I'll mention in the term sheet that's on file and it's public is it also contemplates a significant incentive fee to be structured for RMR as well. It's anticipated that upfront, we will be getting 2% of the reorganized company and then another 8% that's a little bit more ambiguous, but will be benchmarked to sort of outperforming benchmarks. Basically, think about it as sort of structured like a classic promote that you might see in a private equity type investment. That's what I think the other 8% will be structured like.

I think there's going to also be a higher degree of alignment between the manager and the new equity owners in terms of performing, doing a good job in managing the portfolio and generating a healthy return for those equity holders.

John Masocca, Analyst, B. Riley: Okay. Kind of a longer-term question given you have the two-year contract, locked-in contract in place. But how kind of flexible is G&A spending to managing OPI? I guess how much could you potentially bring down G&A if, for whatever reason, at the end of two years post-emergence from bankruptcy, the portfolio goes a different direction or the owners want to go a different way? Is there kind of a high amount of leverage into how you can kind of pull down G&A if you're not managing OPI here in a couple of years?

Adam Portnoy, President and CEO, RMR Group: The short answer is we spent a lot of time thinking about that is, as you know, John, we do not have P&Ls by business line, right? That is one of the advantages of the economies of scale for our clients that they basically manage with RMR, and we get those economies because we get the spread costs across the entire structure. We do not have P&Ls, let's say, by business line or client. I can tell you this much. Office, as an asset class, is probably the most management-intensive asset class that we manage at RMR. While I do not believe this will be the case, if we were to not be managing, let's say, a large office portfolio at the company, I do think there would be significant cost cuts that we could take. I do not believe to even go even further.

We're not quite sure what would happen to margins, but there's a scenario where we might have less cash flow but higher margins, if you can follow me, because we just know intuitively there's a lot of people that work on the office portfolio versus other portfolios we run. I think we would be able to, in what I believe is an unlikely situation where we are no longer managing a large office portfolio, I think we would be able to correspondingly reduce costs at the organization.

John Masocca, Analyst, B. Riley: You touched on it a little bit with Mitch's question, but thinking about kind of Seven Hills and selling kind of the loans that were on RMR's balance sheet to Seven Hills, what was kind of the logic there? Maybe I'm misremembering past calls, but it felt like there might have been an opportunity to grow the loan book within on the RMR balance sheet. Is there some kind of change strategically where you're no longer seeing that as attractive? Just kind of curious the thought process behind that transaction.

Matt Jordan, Chief Operating Officer, RMR Group: Yeah, John, it's Matt. If we go back in time about a year ago when we put these loans on our balance sheet, the goal was for them to be part of a seed portfolio to help us with the fundraising process. They've been well-performing, incredibly strong loans that have contributed to RMR's earnings, quite frankly, in a significant way. It has now been 12 to 18 months since those loans were initiated. As we fundraise in a very competitive environment, I think it's fair to say one of the loans actually matures next July, I believe. Their attractiveness from a seed perspective had fallen off. At the same time, you have Seven Hills that's raising this significant money. We want to make sure they can quickly deploy those proceeds.

By selling these loans at par to Seven Hills, it allows them to start quickly deploying, secure their dividend, which is also critical to this rights offering. It just was a successful transaction for both sides.

John Masocca, Analyst, B. Riley: Okay. With Seven Hills in mind, any updates you can provide on how the rights offering is looking at this moment? I know it's obviously there's moving pieces and things you might not be able to talk about, but just was kind of curious if there was any outlook on the amount of the rights offering you expect RMR to participate in.

Adam Portnoy, President and CEO, RMR Group: Sure, John. You mentioned it is sort of early. The way rights offerings typically work, not just this company, but the way they always do, is unfortunately, you really don't—everyone sort of waits to the last minute, which you have to keep the rights out. You have to have about a month outstanding before people have a deadline to exercise the right. For whatever reason, I guess people like to keep their options open to the very last minute, you just don't know to the very end how many people are going to be exercising their rights. What I can tell you is that as part of the rights offering, we retained UBS Investment Bank as the dealer manager.

Part of their job, and one of their jobs, is to basically solicit interest from outside investors that might want to buy the rights that other shareholders want to sell, meaning shareholders that do not want to exercise. While there has been very little trading, it has only been a few days in the rights themselves, what has been encouraging is that we have had quite a bit of interactions with new shareholders that are interested in perhaps buying rights from other shareholders that do not want to exercise them. Existing shareholders decide they do not want to exercise them, so they want to sell them. We are working with UBS to try to help identify potential buyers of those. What I am saying is it is too early to tell, but we are having lots of meetings, right? There is interest out there.

To get to the heart of your question, which is, how much is RMR going to have to spend here, or do we have to spend any? I think our base case assumption is that we do not expect that we are going to have to basically pull on the backstop beyond our 11% ownership, meaning we own 11% today. We expect to exercise up to that 11%. It could be that we end up exercising some amount. I think it would be less than, let's say, half, if I had to guess. There is a possibility somewhere between 11% and 50% of the offering itself, we might have to backstop. Again, it is very early. I do not believe it would be more than half the offering. I think that is pretty, I do not want to say locked in stone, but it is hard to imagine that scenario.

I think our base case is that we will just be exercising up to the 11%. Could we end up exercising a little bit over that to fill out the backstop? Yes. It is very hard to know for sure where the numbers are going to shake out.

John Masocca, Analyst, B. Riley: Okay. I appreciate all that detail. That's it for me. Thank you.

Adam Portnoy, President and CEO, RMR Group: Yep.

Conference Operator: We now have a follow-up from Mitch Germain with Citizens Bank. Please go ahead.

John Masocca, Analyst, B. Riley: Thank you very much. Just quickly on the, I know that, Matt, you talked about a bit of a true-up on interest expense because you had it in place for a subquarter. Do we have a similar true-up for the, what's the true-up for the rental income associated with the two residential assets that were acquired mid-quarter? How should we think about that?

Matt Jordan, Chief Operating Officer, RMR Group: Yeah. I think the best way to think about our wholly owned portfolio, which includes the two residential acquisitions from the quarter, is we're expecting about $3.2 million of NOI to be contributed on a quarterly basis for those while they remain on the balance sheet.

John Masocca, Analyst, B. Riley: That's aligned with this quarter. Is that the way to think about it? I think we're at $3.2 million right now.

Matt Jordan, Chief Operating Officer, RMR Group: The owned real estate contributed about $650,000 of EBITDA in Q4, so that'll grow to just over $3 million on a run rate basis.

John Masocca, Analyst, B. Riley: Oh, okay. How should we think about you guys are pretty flush with cash, but obviously with the rights offering and some acquisitions that you're making? How should we think about that balance on a go-forward basis?

Adam Portnoy, President and CEO, RMR Group: You're right to point out the rights offering. I think it's hard for us to put a stake in the ground to say exactly where we think things will be. As we sit today, we don't believe, based on all the actions we have underway, that we will be drawing on the revolver. That's not something we think. It could be that we use more cash, obviously, than we have on the balance sheet today. We will be getting proceeds from the sale of the loans themselves. There will be a liquidity event, we hope and think, as we get into 2026, as we sell the enhanced growth fund. What?

Matt Jordan, Chief Operating Officer, RMR Group: Plus incentive fees.

Adam Portnoy, President and CEO, RMR Group: Plus incentive fees that we'll be getting, hopefully, at the end of the year. We don't think we'll be drawing on the revolver, if that's maybe the question. It's hard to know exactly where the cash balance will be. I will say that we're not, we don't feel cash constrained. We're still very active in terms of all of our initiatives in terms of continuing to look at other retail properties. We continue to look at sort of JV investments, GP investments on the residential side. I think we feel that we're not constrained in our ability to continue to do things. We are waiting to see where the rights offering shakes out and where the incentive fees actually shake out for the year.

John Masocca, Analyst, B. Riley: Thank you.

Conference Operator: This concludes our question and answer session. I would like to turn the conference back over to Adam Portnoy, President and Chief Executive Officer, for any closing remarks.

Adam Portnoy, President and CEO, RMR Group: Thank you all for joining our call today. Institutional investors should contact RMR Investor Relations if you would like to schedule a meeting with management. Operator, that concludes our call.

Conference Operator: The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect.

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