8-K

  UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT of 1934

Date of report (Date of earliest event reported): August 3, 2021

RMR Mortgage Trust

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or other Jurisdiction of Incorporation)

001-34383	20-4649929
(Commission File Number)	(IRS Employer Identification Number)

    Two Newton Place, 255 Washington Street, Suite 300,

            Newton, Massachusetts                    02458-1634

        (Address of Principal Executive Offices)                 (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares of Beneficial Interest	RMRM	The Nasdaq Stock Market LLC

 (617) 332-9530

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:  

☒             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02.  Results of Operations and Financial Condition.

On August 3, 2021, RMR Mortgage Trust, or the Company, issued a press release regarding the Company’s results of operations and financial condition for the quarter and six months ended June 30, 2021 and also provided certain supplemental operating and financial data for the quarter and six months ended June 30, 2021. Copies of the Company’s press release and supplemental operating and financial data are furnished as Exhibits 99.1 and 99.2 hereto, respectively.

Item 9.01.  Financial Statements and Exhibits.

(d)          Exhibits

99.1 Press release dated August 3, 2021

99.2 Second Quarter 2021 Supplemental Operating and Financial Data

104 Cover Page Interactive Data File. (Embedded within the inline XBRL document.)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		RMR MORTGAGE TRUST
Date:	August 3, 2021	By:	/s/ G. Douglas Lanois
		Name:	G. Douglas Lanois
		Title:	Chief Financial Officer and Treasurer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

RMR Mortgage Trust Announces Second Quarter 2021 Results

Cumulative Loan Originations Since September 2020 of $298 Million

Second Quarter Net Income Per Common Share of $0.11

Second Quarter Distributable Earnings Per Common Share of $0.13

____________________________________________________________________________________________________

Newton, MA (August 3, 2021): RMR Mortgage Trust (Nasdaq: RMRM) today announced financial results for the quarter and six months ended June 30, 2021.

Tom Lorenzini, President of RMRM, made the following statement:

"We continue to build momentum executing on RMR Mortgage Trust’s new business plan focused on investing capital in first mortgage loans secured by middle market and transitional commercial real estate. During the second quarter, we closed two new loans totaling $73.5 million in commitments, utilized leverage to enhance portfolio returns and realized meaningful growth in investment income and distributable earnings on a sequential quarter basis. Our momentum continued subsequent to quarter end with the closing of two additional loans, which expanded RMRM’s diversified portfolio to nearly $300 million of committed capital. Our deal pipeline remains active with more than $600 million in potential transactions, putting us on a solid path to fully investing our capital. We remain on track to complete our merger with Tremont Mortgage Trust during the third quarter of 2021.”

Quarterly Results

	Three Months Ended
(dollars in thousands, except per share data)	June 30, 2021	March 31, 2021	Change
Net income	$1,160	$350	231.4%
Net income per common share	$0.11	$0.03	266.7%
Distributable Earnings	$1,342	$350	283.4%
Distributable Earnings per share	$0.13	$0.03	333.3%
Income from investments, net	$2,863	$2,001	43.1%
Book value per share	$18.90	$18.94	(0.2%)

Additional information and a reconciliation of net income determined in accordance with U.S. generally accepted accounting principles, or GAAP, to Distributable Earnings for the quarter and six months ended June 30, 2021 appears later in this press release.

Portfolio Summary and Recent Investment Activities

(dollars in thousands)	June 30, 2021	March 31, 2021	December 31, 2020
Number of loans	9	7	5
Total loan commitments	$250,710	$177,195	$111,720
Weighted average maximum maturity (years)	4.2	4.3	4.2
Weighted average coupon rate	4.98%	4.99%	5.08%
Weighted average all in yield	5.62%	5.65%	5.71%
Weighted average LIBOR floor	0.76%	0.77%	0.78%
Weighted average risk rating	2.9	3.0	3.0
Weighted average loan to value	68%	67%	68%

RMRM committed capital and funded the following first mortgage loans during the three months ended June 30, 2021:

Location	Property Type	Origination Date	Committed Principal Balance		Principal Balance as of June 30, 2021		Coupon Rate	All in Yield	Maximum Maturity (date)	LTV
(dollars in thousands)
Colorado Springs, CO	Office / Industrial	04/06/21	$	34,275	$	29,215	L + 4.50%	L + 5.04%	04/06/2025	73	%
Londonderry, NH	Industrial	04/06/21	39,240		34,251		L + 4.00%	L + 4.62%	04/06/2026	73	%
Total/weighted average			$	73,515	$	63,466	L + 4.23%	L + 4.81%		73	%

•In July 2021, RMRM originated a first mortgage loan of $27.4 million that was used to refinance a multi-tenant office building located in Plano, TX. This loan requires the borrower to pay interest at the floating rate of LIBOR plus a premium of 0.0475 basis points per annum. This floating rate loan includes an initial funding of $24.6 million and a future funding allowance of $2.8 million for tenant improvements, leasing commissions and capital expenditures and has a three-year initial term with two, one-year extension options, subject to the borrower meeting certain conditions.

•Also in July 2021, RMRM originated a first mortgage loan of $19.7 million that was used to finance the acquisition of a 100-unit apartment building located in Portland, OR. This loan requires the borrower to pay interest at the floating rate of LIBOR plus a premium of 0.0357 basis points per annum. This floating rate loan was fully funded at closing and has a three-year initial term with two, one-year extension options, subject to the borrower meeting certain conditions.

Merger with Tremont Mortgage Trust

As previously announced, RMRM and Tremont Mortgage Trust (Nasdaq: TRMT) entered into a definitive agreement and plan of merger, dated April 26, 2021, or the Merger Agreement, pursuant to which TRMT will merge with and into RMRM, with RMRM continuing as the surviving company, or the Merger. Pursuant to the terms of the Merger Agreement, TRMT’s shareholders will receive 0.52 of one newly issued common share of RMRM for each common share of TRMT they hold, with cash paid in lieu of fractional shares. Completion of the Merger will require certain approvals of RMRM’s and TRMT's shareholders and the satisfaction or waiver of other conditions. The

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record date for determining the shareholders entitled to receive notice of, and to vote at, the RMRM and TRMT special meetings of shareholders is July 14, 2021. The special meetings of shareholders of RMRM and TRMT are scheduled to be held on September 17, 2021 and, pending the requisite approval by RMRM and TRMT shareholders, the Merger is expected to close during the third quarter of 2021.

Recent Financing Activities

•During the quarter ended June 30, 2021, UBS AG advanced approximately $49.2 million to RMRM under its master repurchase facility.

•As of June 30, 2021 and July 30, 2021, RMRM had a $49.2 million and $69.2 million, respectively, in aggregate outstanding principal balance under its master repurchase facility. As of June 30, 2021, RMRM was in compliance with all covenants and other terms under its master repurchase facility.

Distributions

•On May 20, 2021, RMRM paid a quarterly distribution to common shareholders of record as of April 26, 2021 of $0.15 per common share, or approximately $1.5 million in aggregate.

•On July 15, 2021, RMRM declared a quarterly distribution of $0.15 per common share for the second quarter of 2021, or approximately $1.5 million in aggregate, to shareholders of record on July 26, 2021. RMRM expects to pay this distribution on or about August 19, 2021.

Conference Call

At 10:00 a.m. Eastern Time on Wednesday, August 4, 2021, President, Tom Lorenzini, and Chief Financial Officer and Treasurer, Doug Lanois, will host a conference call to discuss RMRM’s second quarter 2021 financial results. The conference call telephone number is (877) 270-2148. Participants calling from outside the United States and Canada should dial (412) 902-6510. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. on Wednesday, August 11, 2021. To access the replay, dial (412) 317-0088. The replay pass code is 10157618.

A live audio webcast of the conference call will also be available in a listen-only mode on RMRM’s website, which is located at www.rmrmortgagetrust.com. Participants wanting to access the webcast should visit RMRM’s website about five minutes before the call. The archived webcast will be available for replay on RMRM’s website after the call. The transcription, recording and retransmission in any way of RMRM’s second quarter conference call are strictly prohibited without the prior written consent of RMRM.

Supplemental Data

A copy of RMRM’s Second Quarter 2021 Supplemental Operating and Financial Data is available for download at RMRM’s website, www.rmrmortgagetrust.com. RMRM’s website is not incorporated as part of this press release.

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About RMR Mortgage Trust

RMRM is a real estate finance company that originates and invests in first mortgage loans secured by middle market and transitional commercial real estate. RMRM is managed by an affiliate of The RMR Group Inc. (Nasdaq: RMR). Substantially all of RMR’s business is conducted by its majority owned subsidiary, The RMR Group LLC, which is an alternative asset management company with $32 billion in assets under management and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. For more information about RMRM, please visit www.rmrmortgagetrust.com.

Non-GAAP Financial Measures

RMRM presents Distributable Earnings, which is considered a “non-GAAP financial measure” within the meaning of the applicable rules of the Securities and Exchange Commission, or SEC. Distributable Earnings does not represent net income or cash generated from operating activities and should not be considered as an alternative to net income determined in accordance with GAAP or an indication of RMRM’s cash flows from operations determined in accordance with GAAP, a measure of RMRM’s liquidity or operating performance or an indication of funds available for RMRM’s cash needs. In addition, RMRM’s methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures; therefore, RMRM’s reported Distributable Earnings may not be comparable to the distributable earnings as reported by other companies.

RMRM calculates Distributable Earnings as net income, computed in accordance with GAAP, including realized losses not otherwise included in net income determined in accordance with GAAP, and excluding: (a) the management incentive fees earned by RMRM’s manager, if any; (b) depreciation and amortization, if any; (c) non-cash equity compensation expense; (d) unrealized gains, losses and other similar non-cash items that are included in net income for the period of the calculation (regardless of whether such items are included in or deducted from net income or in other comprehensive income under GAAP), if any; and (e) one-time events pursuant to changes in GAAP and certain non-cash items, if any. Distributable Earnings are reduced for realized losses on loan investments when amounts are deemed uncollectable.

RMRM intends to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, effective for its 2020 taxable year. In order to qualify for taxation as a REIT, RMRM is generally required to distribute substantially all of its taxable income, subject to certain adjustments, to its shareholders. RMRM believes that one of the factors that investors consider important in deciding whether to buy or sell securities of a REIT is its distribution rate. Over time, Distributable Earnings may be a useful indicator of distributions to RMRM's shareholders and is a measure that is considered by RMRM's Board of Trustees when determining the amount of such distributions. RMRM believes that Distributable Earnings provides meaningful information to consider in addition to net income and cash flows from operating activities determined in accordance with GAAP. This measure helps RMRM to evaluate its performance excluding the effects of certain transactions, the variability of any management incentive fees that may be paid or payable and GAAP adjustments that RMRM believes are not necessarily indicative of RMRM’s current loan portfolio and operations. In addition, Distributable Earnings is used in determining the amount of base management and management incentive fees payable by RMRM to RMRM’s manager under RMRM’s management agreement.

Please see the pages attached hereto for a more detailed statement of RMRM’s operating results and financial condition and for an explanation of RMRM's calculation of Distributable Earnings and a reconciliation of net income determined in accordance with GAAP to that amount.

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RMR MORTGAGE TRUST

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

(unaudited)

	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
INCOME FROM INVESTMENTS:
Interest income from investments	$	3,055	$	5,056
Less: interest and related expenses	(192)		(192)
Income from investments, net	2,863		4,864
OTHER EXPENSES:
Base management fees	721		1,436
General and administrative expenses	714		1,306
Reimbursement of shared services expenses	275		601
Total expenses	1,710		3,343
Income before income tax benefit (expense)	1,153		1,521
Income tax benefit (expense)	7		(11)
Net income	$	1,160	$	1,510
Weighted average common shares outstanding	10,208		10,205
Net income per common share	$	0.11	$	0.15

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RMR MORTGAGE TRUST

CALCULATION AND RECONCILIATION OF NET INCOME TO DISTRIBUTABLE EARNINGS

(amounts in thousands, except per share data)

(unaudited)

	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Reconciliation of net income to Distributable Earnings:
Net income	$	1,160	$	1,510
Non-cash equity compensation expense	182		182
Distributable Earnings	$	1,342	$	1,692
Weighted average common shares outstanding	10,208		10,205
Distributable Earnings per common share	$	0.13	$	0.17

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RMR MORTGAGE TRUST

CONDENSED CONSOLIDATED BALANCE SHEET

(dollars in thousands, except per share data)

(unaudited)

	June 30,
	2021
ASSETS
Cash and cash equivalents	$	30,402
Restricted cash	205
Loans held for investment, net	210,742
Accrued interest receivable	620
Prepaid expenses and other assets	2,505
Total assets	$	244,474
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, accrued liabilities and deposits	$	1,638
Master repurchase facility, net	48,775
Due to related persons	1,006
Total liabilities	51,419
Commitments and contingencies
Shareholders' equity:
Common shares of beneficial interest, $0.001 par value per share; unlimited number of shares authorized; 10,217,009 shares issued and outstanding	10
Additional paid in capital	193,065
Cumulative net income	1,510
Cumulative distributions	(1,530)
Total shareholders' equity	193,055
Total liabilities and shareholders' equity	$	244,474

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Warning Concerning Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever RMRM uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, RMRM is making forward-looking statements. These forward-looking statements are based upon RMRM’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by RMRM’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond RMRM’s control. For example:

•Mr. Lorenzini states thatRMRM continues to build momentum executing on its new business plan focused on investing capital in first mortgage loans secured by middle market and transitional real estate. Additionally, this press release references recent loans closed, and Mr. Lorenzini makes note of an active deal pipeline. These statements may imply that RMRM will close additional loans, that it will achieve its business plan objectives and that its business will continue to improve as a result. However, RMRM’s business and ability to execute loans and realize its business plan objectives are subject to various risks, including the competitive nature of the industry in which it operates, as well as other factors, many of which are outside its control, such as the current COVID-19 pandemic. These risks and other factors may prevent RMRM from successfully closing additional loans, executing its new business plan and realizing its business plan objectives. Further, once RMRM invests or commits its remaining capital, its ability to continue to grow and fund loans will be subject to its ability to obtain additional cost-effective capital or its redeploying proceeds from repayments of its loan investments.

•Mr. Lorenzini states that RMRM remains on track to merge with TRMT during the third quarter of 2021. However, the closing of the Merger is subject to the satisfaction or waiver of conditions, including the receipt of requisite approvals by RMRM’s and TRMT’s shareholders, and RMRM cannot be sure that any or all of those conditions will be satisfied or waived. Accordingly, the Merger may not close when expected, or at all.

•The Merger requires the approval of TRMT’s shareholders and the issuance of RMRM common shares in the Merger requires the approval of RMRM’s shareholders. Such approvals are being solicited by a definitive joint proxy statement/prospectus that is included as part of a registration statement on Form S-4, as amended, or the Form S-4, that RMRM filed with the SEC.

The information contained in RMRM's filings with the SEC, including under "Risk Factors" in RMRM's periodic reports, or incorporated therein, identifies other important factors that could cause RMRM’s actual results to differ materially from those stated in or implied by RMRM’s forward looking statements. RMRM’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon forward-looking statements.

Except as required by law, RMRM does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

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Additional Information about the Merger

In connection with the Merger, RMRM has filed with the SEC a Registration Statement on Form S-4 containing a definitive joint proxy statement/prospectus and other documents with respect to the Merger, which was declared effective by the SEC on July 26, 2021. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

The definitive joint proxy statement/prospectus has been mailed to RMRM's and TRMT's shareholders. Shareholders may obtain free copies of the Registration Statement on Form S-4, the definitive joint proxy statement/prospectus and any other relevant documents filed or to be filed with the SEC at the SEC’s website at www.sec.gov. In addition, shareholders may obtain free copies of RMRM’s filings with the SEC from RMRM's website at www.rmrmortgagetrust.com or TRMT's filings from TRMT's website at www.trmtreit.com.

Participants in Solicitation Relating to the Merger

RMRM, TRMT and their respective trustees and executive officers, and Tremont Realty Advisors LLC, The RMR Group LLC, The RMR Group Inc. and certain of their respective directors, officers and employees may be deemed to be participants in the solicitation of proxies from RMRM and TRMT shareholders in respect of the Merger and the other transactions contemplated by the Merger Agreement. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of RMRM’s and TRMT’s shareholders in connection with the Merger and the other transactions contemplated by the Merger Agreement is set forth in the definitive joint proxy statement/prospectus. Information regarding RMRM’s trustees and executive officers and TRMT’s trustees and executive officers can be found in RMRM's and TRMT’s respective definitive proxy statement for its 2021 Annual Meeting of Shareholders. These documents are available free of charge on the SEC's website and from RMRM or TRMT, as applicable, using the sources indicated above.

Contact:

Kevin Barry

Manager, Investor Relations

(617) 796-7651

(END)

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EX-99.2

1 SECOND QUARTER 2021 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. Exhibit 99.2

2 Supplemental Q2 2021 2 Table of Contents CORPORATE INFORMATION Company Profile...................................................................................................................................................... 3 Investor Information............................................................................................................................................... 4 FINANCIALS Second Quarter 2021 Highlights......................................................................................................................... 5 Condensed Consolidated Balance Sheet.......................................................................................................... 6 Condensed Consolidated Statements of Operations..................................................................................... 7 Debt Summary......................................................................................................................................................... 8 Reconciliation of Net Income to Distributable Earnings................................................................................ 9 PORTFOLIO OVERVIEW Second Quarter 2021 Portfolio Summary.......................................................................................................... 10 Loan Investment Details......................................................................................................................................... 11 Loan Portfolio Composition.................................................................................................................................. 12 Loan Portfolio Credit Quality................................................................................................................................ 13 Interest Rate Sensitivity.......................................................................................................................................... 14 Capital Structure Overview as of June 30, 2021............................................................................................... 15 WARNING CONCERNING FORWARD-LOOKING STATEMENTS............................................................................... 16 NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS.......................................................................... 17 RMRM Nasdaq Listed Please refer to Non-GAAP Financial Measures and Certain Definitions for terms used throughout this document.

3 Supplemental Q2 2021 3 Management: Our manager, Tremont Realty Advisors LLC, or TRA, or our Manager, is registered with the SEC as an investment adviser. In addition to RMRM, TRA also provides management services to Tremont Mortgage Trust (Nasdaq: TRMT), a publicly traded mortgage REIT that focuses on originating and investing in floating rate first mortgage whole loans, secured by middle market and transitional CRE. TRA is owned by The RMR Group LLC, or RMR LLC, the majority owned operating subsidiary of The RMR Group Inc., or RMR Inc., a holding company listed on The Nasdaq Stock Market LLC, or Nasdaq, under the symbol “RMR”. We collectively refer to RMR Inc. and its consolidated subsidiaries, including RMR LLC, as RMR. RMR is an alternative asset management company that is focused on commercial real estate and related businesses. RMR primarily provides management services to publicly traded real estate companies, privately held real estate funds and real estate related operating businesses. As of June 30, 2021, RMR had $32.4 billion of real estate assets under management and the combined RMR managed companies had approximately $10.0 billion of annual revenues, nearly 2,100 properties and approximately 42,000 employees. We believe our Manager’s relationship with RMR provides us with a depth of market knowledge that may allow us to identify high quality investment opportunities and to evaluate them more thoroughly than many of our competitors, including other commercial mortgage REITs. We also believe RMR’s broad platform provides us with access to RMR’s extensive network of real estate owners, operators, intermediaries, sponsors, financial institutions and other real estate related professionals and businesses with which RMR has historical relationships. We also believe that our Manager provides us with significant experience and expertise in investing in middle market and transitional CRE. The Company: RMR Mortgage Trust, or RMRM, we, our or us, is a real estate finance company that focuses on originating and investing in floating rate first mortgage whole loans secured by middle market and transitional commercial real estate, or CRE. We define middle market CRE as commercial properties that have values up to $100.0 million and transitional CRE as commercial properties subject to redevelopment or repositioning activities that are expected to increase the value of the properties. Business Change: As previously announced, on January 5, 2021, the Securities and Exchange Commission, or SEC, issued an order granting our request to deregister as an investment company under the Investment Company Act of 1940. This order enables us to proceed with full implementation of our new business mandate to operate as a commercial mortgage real estate investment trust, or REIT. As a result of the changes to our business, we have not provided a comparison of our financial statements to prior periods in which we were operating as a registered investment company because it would not be useful to our shareholders. Corporate Headquarters: Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458-1634 (617) 332-9530 Stock Exchange Listing: Nasdaq Trading Symbol: Common Shares: RMRM Key Data (as of and for the three months ended June 30, 2021): (dollars in thousands) Q2 2021 income from investments, net $ 2,863 Q2 2021 net income $ 1,160 Q2 2021 Distributable Earnings $ 1,342 Loans held for investment, net $ 210,742 Total assets $ 244,474 Company Profile RETURN TO TABLE OF CONTENTS

4 Supplemental Q2 2021 4 Investor Information Board of Trustees Barbara D. Gilmore John L. Harrington Jeffrey P. Somers Independent Trustee Independent Trustee Independent Trustee Matthew P. Jordan Adam D. Portnoy Managing Trustee Managing Trustee Executive Officers Thomas J. Lorenzini G. Douglas Lanois President Chief Financial Officer and Treasurer Contact Information Investor Relations Inquiries RMR Mortgage Trust Financial, investor and media inquiries should be directed to: Two Newton Place Kevin Barry, Manager, Investor Relations 255 Washington Street, Suite 300 at (617) 332-9530 or ir@rmrmortgagetrust.com (617) 796-8253 ir@rmrmortgagetrust.com www.rmrmortgagetrust.com RETURN TO TABLE OF CONTENTS

5 Supplemental Q2 2021 5 Financial Results Loan Portfolio Capitalization Interest Rates Note: As of and for the three months ended June 30, 2021 (unless otherwise noted) • Net income of $1.2 million and Distributable Earnings of $1.3 million, or $0.11 and $0.13 per common share, respectively. • Book value per common share of $18.90. • Distribution of $0.15 per common share declared in July 2021 and payable in August 2021. • Nine first mortgage whole loans diversified among office, multifamily, retail, lab and industrial collateral, with an aggregate total loan commitment of $250.7 million. ◦ Weighted average maturity of 4.2 years based on Maximum Maturities. ◦ Weighted average coupon rate of 4.98% and weighted average All In Yield of 5.62%. ◦ All loans are current on debt service. • All loans held for investment have floating interest rates and we require borrowers to obtain hedging instruments to mitigate the risk of increasing interest rates. The weighted average LIBOR floor for the portfolio is 0.76%. • Borrowings under our Master Repurchase Facility are subject to floating interest rates with no LIBOR floor. • Floating rate investments and floating rate liabilities support earnings stability. • Our master repurchase facility with UBS AG, or our Master Repurchase Facility, has $143.9 million available, comprised of $111.9 million immediately available to be drawn on loans and $32.0 million available to be drawn to fund future advances on unfunded loan commitments. • Outstanding principal balance of $49.2 million under our Master Repurchase Facility. Second Quarter 2021 Highlights RETURN TO TABLE OF CONTENTS

6 Supplemental Q2 2021 6 Financial Summary June 30, 2021 ASSETS   Cash and cash equivalents $ 30,402 Restricted cash 205 Loans held for investment, net 210,742 Accrued interest receivable 620 Prepaid expenses and other assets 2,505 Total assets $ 244,474 LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable, accrued liabilities and deposits $ 1,638 Master repurchase facility, net 48,775 Due to related persons 1,006 Total liabilities 51,419 Commitments and contingencies Shareholders' equity: Common shares of beneficial interest, $0.001 par value per share; unlimited number of shares authorized; 10,217,009 shares issued and outstanding 10 Additional paid in capital 193,065 Cumulative net income 1,510 Cumulative distributions (1,530) Total shareholders' equity 193,055 Total liabilities and shareholders' equity $ 244,474 Condensed Consolidated Balance Sheet (dollars in thousands, except per share data) RETURN TO TABLE OF CONTENTS

7 Supplemental Q2 2021 7 Condensed Consolidated Statements of Operations     Three Months Ended June 30, 2021   Six Months Ended June 30, 2021 INCOME FROM INVESTMENTS:         Interest income from investments   $ 3,055 $ 5,056 Less: interest and related expenses   (192) (192) Income from investments, net   2,863 4,864 OTHER EXPENSES: Base management fees   721 1,436 General and administrative expenses   714 1,306 Reimbursement of shared services expenses   275 601 Total expenses   1,710 3,343 Income before income tax benefit (expense) 1,153 1,521 Income tax benefit (expense) 7 (11) Net income   $ 1,160 $ 1,510   Weighted average common shares outstanding   10,208 10,205   Net income per common share   $ 0.11 $ 0.15       (amounts in thousands, except per share data) RETURN TO TABLE OF CONTENTS

8 Supplemental Q2 2021 8 DE BT S UM MA RY June 30, 2021 Coupon Rate Principal Balance Maturity Date Financings under Master Repurchase Facility: Office, Downers Grove, IL L + 2.30% $ 11,463 11/25/2023 Office/Industrial, Aurora, IL L + 2.30% 5,716 12/18/2023 Lab, Berkeley, CA L + 2.30% 6,993 12/30/2023 Multifamily, Olmstead Falls, OH L + 1.80% 25,000 01/28/2024 Total/weighted average L + 2.05% $ 49,172 Debt Summary (dollars in thousands) RETURN TO TABLE OF CONTENTS

9 Supplemental Q2 2021 9 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Reconciliation of net income to Distributable Earnings: Net income $ 1,160 $ 1,510 Non-cash equity compensation expense 182 182 Distributable Earnings $ 1,342 $ 1,692 Weighted average common shares outstanding   10,208 10,205 Distributable Earnings per common share   $ 0.13 $ 0.17 Reconciliation of Net Income to Distributable Earnings (amounts in thousands, except per share data) RETURN TO TABLE OF CONTENTS

10 Supplemental Q2 2021 10 (dollars in thousands) Second Quarter 2021 Portfolio Activity Total Loan Commitments Unfunded Commitments Second Quarter 2021 Originations Portfolio Summary as of June 30, 2021 Number of loans 2 9 Average loan commitment $36,758 $27,857 Total loan commitments $73,515 $250,710 Unfunded loan commitments $10,049 $38,291 Principal balance $63,466 $212,515 Weighted average coupon rate 4.96% 4.98% Weighted average All In Yield 5.54% 5.62% Weighted average Maximum Maturity 4.0 4.2 Weighted average LTV 73% 68% Weighted average LIBOR floor 0.73% 0.76% Loans with active LIBOR floors 100% 100% Weighted average risk rating 3.0 2.9 Principal Balance Second Quarter 2021 Portfolio Summary RETURN TO TABLE OF CONTENTS Total Loan Commitments Unfunded Commitments Principal Balance Loan Originations by Quarter $30,000 $250,710

11 Supplemental Q2 2021 11 First mortgage loans as of June 30, 2021: (1) Location Property Type Origination Date Committed Principal Amount Principal Balance Coupon Rate All in Yield Maturity Date Maximum Maturity Date LTV Risk Rating Los Angeles, CA Retail 12/17/2020 $ 24,600 $ 17,826 L + 4.25% L + 5.08% 12/17/2022 12/17/2024 67% 3 Miami, FL Office 01/19/2021 10,900 10,900 L + 4.50% L + 5.47% 01/19/2023 01/19/2025 68% 3 Downers Grove, IL Office 09/25/2020 30,000 29,500 L + 4.25% L + 4.69% 11/25/2023 11/25/2024 67% 3 Durham, NC Lab 12/17/2020 21,500 13,500 L + 4.35% L + 5.20% 12/17/2023 12/17/2025 57% 3 Aurora, IL Office / Industrial 12/18/2020 16,500 14,710 L + 4.35% L + 5.04% 12/18/2023 12/18/2024 73% 3 Berkeley, CA Lab 12/30/2020 19,120 17,998 L + 4.35% L + 4.85% 12/30/2023 12/30/2025 75% 2 Olmstead Falls, OH Multifamily 01/28/2021 54,575 44,615 L + 4.00% L + 4.65% 01/28/2024 01/28/2026 63% 3 Colorado Springs, CO Office / Industrial 04/06/2021 34,275 29,215 L + 4.50% L + 5.04% 04/06/2024 04/06/2025 73% 3 Londonderry, NH Industrial 04/06/2021 39,240 34,251 L + 4.00% L + 4.62% 04/06/2024 04/06/2026 73% 3 Total/weighted average $ 250,710 $ 212,515 L + 4.27% L + 4.91% 68% 2.9 (1) As of July 30, 2021, all of our borrowers had paid their debt service obligations owed and due to us, and none of the loans included in our investment portfolio were in default. Loan Investment Details RETURN TO TABLE OF CONTENTS (dollars in thousands)

12 Supplemental Q2 2021 12 Retail Geographic Region (1) Property Type (1) Maximum Maturity Profile (2) (dollars in thousands) Loan Portfolio Composition RETURN TO TABLE OF CONTENTS (1) Based on carrying value of loans held for investment as of June 30, 2021. (2) Based on principal balances as of June 30, 2021.

13 Supplemental Q2 2021 13 Loan to Value (1) % of Portfolio Loan Portfolio Credit Quality Loan Count 1 1 3 4 0 0 1Loan Count 8 0 0 Risk Rating Distribution (1) % of Portfolio Weighted Average LTV: 68% Weighted Average Risk Rating: 2.9 RETURN TO TABLE OF CONTENTS (1) Percentage of portfolio based on carrying value of loans held for investment as of June 30, 2021.

14 Supplemental Q2 2021 14 The interest income on our loans held for investment and the interest expense on our borrowings float with LIBOR subject to applicable LIBOR floor arrangements. We have interest rate floor provisions in our loan agreements with borrowers which set a minimum LIBOR for each loan. These floors range from 0.50% to 1.00% and the portfolio weighted average is 0.76% as of June 30, 2021. As a result, our interest income will increase if LIBOR exceeds the floor established in any of our investments, and if LIBOR further decreases below the floor established in any of our investments, our interest income will not be impacted. The above table illustrates the incremental impact on our annual income from investments, net, due to hypothetical increases and decreases in LIBOR, taking into consideration our borrowers’ interest rate floors as of June 30, 2021. The hypothetical decreases in LIBOR have been limited to eight basis points to result in a LIBOR of 0.00%. The results in the table above are based on our loan portfolio and debt outstanding and LIBOR of 0.08% at June 30, 2021. Any changes to the mix of our investments or debt outstanding could impact the interest rate sensitivity analysis and this illustration is not meant to forecast future results. LIBOR is currently expected to be phased out for new contracts by December 31, 2021 and for pre-existing contracts by June 30, 2023. Our master repurchase agreement, or the Master Repurchase Agreement, with UBS AG, or UBS, states that at such time as LIBOR shall no longer be made available or used for determining the interest rate of loans, the replacement base rate shall be an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein so that the resulting rate approximates LIBOR as close as reasonably possible) as determined by UBS under similar facilities for the financing of similar assets and is consistent with the pricing index of similarly situated counterparties. We also currently expect that, as a result of any phase out of LIBOR, the interest rates under our loan agreements with borrowers would be amended to replace LIBOR for an alternative benchmark rate (which may include the secured overnight borrowing rate, or SOFR, or another rate based on SOFR) that will approximate the existing interest rate as calculated in accordance with LIBOR. Interest Rate Sensitivity Net Interest Income Per Share Sensitivity to LIBOR (Annualized impact per share) RETURN TO TABLE OF CONTENTS

15 Supplemental Q2 2021 15 CA PI TA L ST RU CT UR E OV ER VI EW Secured Financing Maximum Facility Size (1) Coupon Rate (2) Initial Maturity Date Principal Balance Master Repurchase Facility $ 193,055 L + 2.05% 02/18/2024 $ 49,172 Book Value per Common Share Shareholders’ equity $ 193,055 Total outstanding common shares 10,217 Book value per common share     $ 18.90 Capital Structure Detail (1) While the Master Repurchase Facility has no maximum facility amount, we expect the advancements under the Master Repurchase Facility to not exceed our equity, which as of June 30, 2021 is $193,055. (2) Weighted average rate based on outstanding principal balances as of June 30, 2021. (dollars in thousands) Capital Structure Overview as of June 30, 2021 Capital Structure Composition Outstanding Debt to Funded Investments Leverage Capacity RETURN TO TABLE OF CONTENTS

16 Supplemental Q2 2021 16 This supplemental operating and financial data may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. The information contained in our filings with the SEC, including under “Summary of Principal Risk Factors” included in our Current Report on Form 8-K filed on March 24, 2021 and our periodic reports, identifies other important factors that could cause RMRM’s actual results to differ materially from those stated in or implied by RMRM’s forward looking statements. RMRM’s filings with the SEC are available on the SEC’s website at www.sec.gov. Warning Concerning Forward-Looking Statements RETURN TO TABLE OF CONTENTS

17 Supplemental Q2 2021 17 ON -G AA P FI NA NC IA L ME AS UR ES A ND C ER TA IN D EF IN IT IO NS Non-GAAP Financial Measures: We present Distributable Earnings, which is considered a “non-GAAP financial measure” within the meaning of the applicable SEC rules. Distributable Earnings does not represent net income or cash generated from operating activities and should not be considered as an alternative to net income determined in accordance with GAAP or an indication of our cash flows from operations determined in accordance with GAAP, a measure of our liquidity or operating performance or an indication of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures; therefore, our reported Distributable Earnings may not be comparable to the distributable earnings as reported by other companies. We intend to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, effective for our 2020 taxable year. In order to maintain our qualification for taxation as a REIT, we are generally required to distribute substantially all of our taxable income, subject to certain adjustments, to our shareholders. We believe that one of the factors that investors consider important in deciding whether to buy or sell securities of a REIT is its distribution rate. Over time, Distributable Earnings may be a useful indicator of distributions to our shareholders and is a measure that is considered by our Board of Trustees when determining the amount of such distributions. We believe that Distributable Earnings provides meaningful information to consider in addition to net income and cash flows from operating activities determined in accordance with GAAP. This measure helps us to evaluate our performance excluding the effects of certain transactions, the variability of any management incentive fees that may be paid or payable and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations. In addition, Distributable Earnings is used in determining the amount of base management and management incentive fees payable by us to our Manager under our management agreement. Distributable Earnings: We calculate Distributable Earnings as net income, computed in accordance with GAAP, including realized losses not otherwise included in net income determined in accordance with GAAP, and excluding: (a) the management incentive fees earned by our Manager, if any; (b) depreciation and amortization, if any; (c) non-cash equity compensation expense; (d) unrealized gains, losses and other similar non-cash items that are included in net income for the period of the calculation (regardless of whether such items are included in or deducted from net income or in other comprehensive income under GAAP), if any; and (e) one-time events pursuant to changes in GAAP and certain non-cash items, if any. Distributable Earnings are reduced for realized losses on loan investments when amounts are deemed uncollectable. Other Measures: All In Yield: All In Yield represents the yield on a loan, excluding any repurchase debt funding applicable to the loan and including amortization of deferred fees over the initial term of the loan. LTV: Loan to value ratio, or LTV, represents the initial loan amount divided by the underwritten in-place value of the underlying collateral at closing. Maximum Maturity: Maximum Maturity assumes all loan extension options are exercised, which options are subject to the borrower meeting certain conditions. Non-GAAP Financial Measures and Certain Definitions RETURN TO TABLE OF CONTENTS

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Cover Page Cover Page	Aug. 03, 2021	May 04, 2021
Cover Page [Abstract]
Document Type	8-K
Document Period End Date	Aug. 03, 2021
Entity Registrant Name	RMR Mortgage Trust
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34383
Entity Tax Identification Number	20-4649929
Entity Address, Address Line One	Two Newton Place
Entity Address, Address Line Two	255 Washington Street
Entity Address, Address Line Three	Suite 300
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02458-1634
Title of 12(b) Security	Common Shares of Beneficial Interest
Trading Symbol	RMRM
Security Exchange Name	NASDAQ
City Area Code	617
Local Phone Number	332-9530
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key		0001452477
Amendment Flag		false