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Related Person Transactions
 9 Months Ended
Jun. 30, 2026
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, and owns all of ABP Trust’s voting securities. Certain of RMR Inc.’s executive officers serve as trustees or directors of certain companies to which we provide management services. Jeffrey C. Leer, an Executive Vice President of RMR LLC, became a co-chief executive officer of Sonesta effective April 1, 2026. For more information regarding these relationships, please see our definitive Proxy Statement for our 2026 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 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 is also one of the executive officers of Sonesta and is an officer and employee of RMR LLC. Certain of our executive officers are also managing trustees of the Managed Equity REITs and SEVN.
Additional information about our related person transactions appears in Note 11, Shareholders’ Equity, and in our 2025 Annual Report.
Revenues from Related Parties
For the three months ended June 30, 2026 and 2025, we recognized revenues from related parties as set forth in the following table:
Three Months Ended June 30, 2026Three Months Ended June 30, 2025
TotalTotal
Management,Management,
IncentiveIncentive
and AdvisoryTotaland AdvisoryTotal
ServicesReimbursableTotalServicesReimbursableTotal
RevenuesCostsRevenuesRevenuesCostsRevenues
Perpetual Capital:
DHC$6,342 $22,191 $28,533 $5,292 $21,453 $26,745 
ILPT9,598 9,878 19,476 9,135 10,727 19,862 
OPI6,110 29,395 35,505 5,781 38,762 44,543 
SVC9,967 15,484 25,451 9,621 18,900 28,521 
Total Managed Equity REITs32,017 76,948 108,965 29,829 89,842 119,671 
SEVN1,451 1,391 2,842 1,360 1,264 2,624 
33,468 78,339 111,807 31,189 91,106 122,295 
Private Capital:
Sonesta2,202 — 2,202 2,628 — 2,628 
RMR Residential
4,435 4,883 9,318 3,454 5,110 8,564 
Other private entities5,421 19,574 24,995 6,797 11,734 18,531 
12,058 24,457 36,515 12,879 16,844 29,723 
Total revenues from related parties45,526 102,796 148,322 44,068 107,950 152,018 
Income from loan investments, net— — — — — 677 
Rental property revenues— — 5,192 — — 2,033 
Total revenues from unrelated parties— — 5,192 — — 2,710 
Total revenues$45,526 $102,796 $153,514 $44,068 $107,950 $154,728 
For the nine months ended June 30, 2026 and 2025, we recognized revenues from related parties as set forth in the following table:
Nine Months Ended June 30, 2026Nine Months Ended June 30, 2025
TotalTotal
Management,Management,
IncentiveIncentive
and AdvisoryTotaland AdvisoryTotal
ServicesReimbursableTotalServicesReimbursableTotal
RevenuesCostsRevenuesRevenuesCostsRevenues
Perpetual Capital:
DHC$35,889 $64,954 $100,843 $17,318 $86,747 $104,065 
ILPT33,948 28,507 62,455 27,503 29,349 56,852 
OPI17,380 97,620 115,000 18,188 120,061 138,249 
SVC29,110 46,707 75,817 29,532 92,846 122,378 
Total Managed Equity REITs116,327 237,788 354,115 92,541 329,003 421,544 
SEVN4,062 3,842 7,904 3,734 4,063 7,797 
120,389 241,630 362,019 96,275 333,066 429,341 
Private Capital:
Sonesta5,790 — 5,790 6,873 — 6,873 
RMR Residential
11,365 14,514 25,879 13,878 18,499 32,377 
Other private entities16,725 53,311 70,036 19,939 45,393 65,332 
33,880 67,825 101,705 40,690 63,892 104,582 
Total revenues from related parties154,269 309,455 463,724 136,965 396,958 533,923 
Income from loan investments, net— — 411 — — 1,869 
Rental property revenues— — 15,432 — — 5,080 
Total revenues from unrelated parties— — 15,843 — — 6,949 
Total revenues$154,269 $309,455 $479,567 $136,965 $396,958 $540,872 
Amounts Due from Related Parties

The following table presents amounts due from related parties as of the dates indicated:
June 30, 2026September 30, 2025
AccountsReimbursableAccountsReimbursable
ReceivableCostsTotalReceivableCostsTotal
Perpetual Capital:
DHC$4,939 $12,493 $17,432 $4,806 $13,780 $18,586 
ILPT4,468 11,448 15,916 4,011 8,922 12,933 
OPI4,784 17,257 22,041 4,031 15,819 19,850 
SVC5,302 6,972 12,274 6,831 9,943 16,774 
Total Managed Equity REITs19,493 48,170 67,663 19,679 48,464 68,143 
SEVN1,431 1,674 3,105 1,513 3,272 4,785 
20,924 49,844 70,768 21,192 51,736 72,928 
Private Capital:
RMR Residential
6,756 — 6,756 6,117 — 6,117 
Sonesta19 — 19 51 — 51 
Other private entities1,796 11,911 13,707 3,365 7,616 10,981 
8,571 11,911 20,482 9,533 7,616 17,149 
$29,495 $61,755 $91,250 $30,725 $59,352 $90,077 
Leases
As of June 30, 2026, RMR LLC leased office space for use as our headquarters and local offices from ABP Trust and certain of our Managed Equity REITs. We incurred rental expense under related party leases aggregating $1,608 and $1,519 for the three months ended June 30, 2026 and 2025, respectively, and $4,333 and $4,251 for the nine months ended June 30, 2026 and 2025, respectively.
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. As of June 30, 2026, our condensed 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, RMR LLC made required quarterly tax distributions to holders of its membership units based on each membership unit holder’s respective ownership percentage at the time of distribution as follows:
Three Months Ended June 30,Nine Months Ended June 30,
2026202520262025
Tax distributions to RMR Inc.$2,267 $3,273 $6,802 $10,014 
Tax distributions to ABP Trust1,999 2,951 5,997 8,889 
$4,266 $6,224 $12,799 $18,903 
The amounts distributed to us were eliminated in our condensed consolidated financial statements, and the amounts distributed to ABP Trust reduced 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.
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. Certain costs associated with separation arrangements, for which there remain no substantive performance obligations, are recognized in our condensed consolidated statements of comprehensive income as separation costs.
For the three months ended June 30, 2026 and 2025, we recognized separation costs for certain officers and employees of $1,720 and $1,880, respectively, including cash separation costs of $1,252 and $1,741, respectively, and equity based separation costs of $468 and $139, respectively. For the nine months ended June 30, 2026 and 2025, we recognized separation costs for certain officers and employees of $4,392 and $5,335, respectively, including cash separation costs of $3,871 and $4,919, respectively, and equity based separation costs of $521 and $416, respectively.
Purchase of SVC Common Shares
In connection with an underwritten public offering of SVC common shares of beneficial interest, $.01 par value per share, or SVC common shares, by SVC, we, through RMR LLC, purchased, in April 2026, 41,666,666 SVC common shares from the underwriters at a price equal to the public offering price of $1.20 per share, for an aggregate purchase price of approximately $50,000. As of June 30, 2026, RMR LLC beneficially owned approximately 6.4% of the outstanding SVC common shares and Adam Portnoy, including through ABP Trust, beneficially owned approximately 6.8% of the outstanding SVC common shares.
OPI Management Agreements
In connection with OPI’s emergence from chapter 11 bankruptcy protection on June 17, 2026, or the Effective Date, we entered into an amended and restated business management agreement and an amended and restated property management agreement with OPI, each with initial terms of five years. Under the amended and restated business management agreement, we are entitled to an annual fee of $14.0 million during the first two years. In connection with the emergence, we received 439,072 OPI common shares of beneficial interest, $.01 par value per share, or the OPI common shares, equal to 2.0% of outstanding OPI common shares. We may also receive an additional 8.0% of outstanding OPI common shares upon the satisfaction of certain financial and performance metrics as determined by OPI’s board of trustees. Under the amended and restated property management agreement, we are entitled to a property management fee equal to 3.0% of gross rents and a construction supervision fee equal to 5.0% of construction costs, consistent with the prior property management agreement. Each management agreement is terminable without payment of a termination fee after the first two years. Pursuant to a restructuring support agreement entered into with OPI in October 2025, we recognized expense reimbursements of $950 in transaction and acquisition related (recoveries) costs in our condensed consolidated statements of comprehensive income during the three and nine months ended June 30, 2026.
On June 5, 2015, in connection with the formation of RMR Inc., OPI (then Government Properties Income Trust, or GOV, and Select Income REIT, or SIR) contributed cash and shares with a value of $53,415. The consideration received from GOV and SIR for our Class A Common Shares represented a discount to the fair value of RMR Inc.’s Class A Common Shares in the amount of $60,162, which we recognized in other assets. The other asset was being amortized against revenue recognized related to the management agreements with OPI using the straight line method over the initial 20-year term of the management agreements until June 17, 2026, the date on which the amended and restated management agreements with OPI became effective. As a result, we wrote off the unamortized portion of other assets attributable to the prior management agreements with OPI and recognized a loss on impairment of other assets of $19,066, which is the amount in excess of the $8,778 in fair value of OPI common shares received on the Effective Date, for the three and nine months ended June 30, 2026.