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The RMR Group Inc.

10/31/2025 | Press release | Distributed by Public on 10/31/2025 14:49

Material Event (Form 8-K)

Item 8.01. Other Events

On October 30, 2025, Office Properties Income Trust ("OPI"), and certain of OPI's subsidiaries, commenced voluntary cases (the "OPI Chapter 11 Cases") under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). In connection with the OPI Chapter 11 Cases, on October 30, 2025, The RMR Group LLC ("RMR LLC"), the Company's majority owned subsidiary, in its capacity as manager of OPI, entered into a Restructuring Support Agreement (the "RSA") with OPI, certain of OPI's lenders and certain of OPI's subsidiaries. Pursuant to the RSA, RMR LLC agreed to terms for a new business management agreement and a new property management agreement with OPI, as set forth in the management term sheet attached to the RSA, which agreements are expected to take effect upon the effectiveness of OPI's plan of reorganization (the "Plan").

Pursuant to the management term sheet, the initial term of the new management agreements will be five years, RMR LLC will be paid an annual fee under the new business management agreement of $14.0 million payable per year for the first two years, and RMR LLC will be paid a 3% property management fee and a 5% construction supervision fee under the new property management agreement, consistent with the existing property management agreement. The current management agreements between OPI and RMR LLC will remain in effect during the pendency of the OPI Chapter 11 Cases, and RMR LLC will continue to manage OPI's business in the ordinary course.

Upon consummation of the Plan, the restructuring of OPI's debt obligations and capital structure, as contemplated by the RSA, will substantially reduce OPI's balance sheet liabilities from approximately $2.4 billion in total debt to approximately $1.3 billion in total debt upon emergence.

The foregoing description of the RSA and the management term sheet does not purport to be complete. A copy of the RSA and the management term sheet has been included as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") by OPI on October 31, 2025.

The RMR Group Inc. published this content on October 31, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 31, 2025 at 20:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]