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Business and Property Management Agreements with RMR
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Business and Property Management Agreements with RMR Business and Property Management Agreements with RMR
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to our property level operations.
Amended RMR Management Agreements. In connection with our emergence from the Chapter 11 Cases, on the Effective Date, we entered into the Amended Business Management Agreement and the Amended Property Management Agreement.
The initial term of each of the Amended RMR Management Agreements is five years, expiring on June 17, 2031. Pursuant to the Amended Business Management Agreement, we are required to pay RMR an annual business management fee of $14,000 for each of the first two years of the initial term. Pursuant to the Amended Property Management Agreement, we are required to pay RMR a property management fee equal to 3.0%, and a construction supervision fee equal to 5.0%, in each case consistent with our prior property management agreement with RMR.
In addition, pursuant to the Amended Business Management Agreement (i) we issued to RMR 439,072 common shares equal to 2.0% of our outstanding common shares on the Effective Date and (ii) we may issue to RMR common shares equal to up to an additional 8.0% of our outstanding common shares upon the satisfaction of certain financial and/or performance metrics to be determined by our Board of Trustees. The Amended Property Management Agreement also contains certain customary major decisions that require the approval of a majority of our Board of Trustees.
We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function and as otherwise agreed. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR.
For the three months ended June 30, 2026 and 2025, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:
SuccessorPredecessor
Financial Statement Line ItemPeriod from June 18 through June 30, 2026Period from April 1 through June 17, 2026Three Months Ended June 30, 2025
Pursuant to business management agreement:
Business management fees (1)
General and administrative expenses$583 $2,664 $3,036 
Pursuant to property management agreement:
Property management fees (2)
Other operating expenses$456 $2,664 $2,822 
Construction supervision fees
Buildings and improvements (3)
77 342 
$463 $2,741 $3,164 
Expense reimbursement:
Property level expensesOther operating expenses$741 $4,147 $5,681 
Other reimbursed expensesGeneral and administrative expenses— 44 51 
$741 $4,191 $5,732 
(1)Predecessor periods above reflect a reduction of $127 in 2026 and $151 in 2025 for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.
(2)Predecessor periods above reflect a reduction of $102 in 2026 and $121 in 2025 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.
(3)Amounts capitalized as buildings and improvements are depreciated over the estimated useful lives of the related assets.
For the six months ended June 30, 2026 and 2025, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:
SuccessorPredecessor
Period from June 18 through June 30, 2026Period from January 1 through June 17, 2026Six Months Ended June 30, 2025
Financial Statement Line Item
Pursuant to business management agreement:
Business management fees (1)
General and administrative expenses$583 $5,687 $6,151 
Pursuant to property management agreement:
Property management fees (2)
Other operating expenses$456 $5,625 $5,696 
Construction supervision fees
Buildings and improvements (3)
201 649 
$463 $5,826 $6,345 
Expense reimbursement:
Property level expensesOther operating expenses$741 $9,343 $11,169 
Other reimbursed expensesGeneral and administrative expenses— 88 101 
$741 $9,431 $11,270 
(1)Predecessor periods above reflect a reduction of $278 in 2026 and $302 in 2025 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.
(2)Predecessor periods above reflect a reduction of $223 in 2026 and $242 in 2025 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.
(3)Amounts capitalized as buildings and improvements are depreciated over the estimated useful lives of the related assets.
Based on our common share total return, as defined in our prior business management agreement, as of June 30, 2026, no estimated incentive fees were included in the net business management fees we recognized for the three and six months ended June 30, 2026. The Amended Business Management Agreement does not provide for an incentive fee payable to RMR. We did not incur an incentive fee payable to RMR for the year ended December 31, 2025.
Management Agreement Between Our Joint Venture and RMR. RMR provides management services to our unconsolidated joint venture. We are not obligated to pay management fees to RMR under our management agreement with RMR for the services it provides regarding the joint venture. The joint venture pays management fees directly to RMR.