What changed in this filing

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Item 9A. Controls and Procedures

2023-02-15 compared with 2022-02-16 · 294 added, 413 removed, 916 unchanged (44% of the section changed)

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Management Report on Assessment of Internal Control Over Financial Reporting

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We are responsible for establishing and maintaining adequate internal control over financial reporting.

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Directors, Executive Officers and Corporate Governance

We have a Code of Conduct that applies to our officers and Trustees, RMR Inc.

and RMR LLC, senior level officers of RMR LLC, senior level officers and directors of RMR Inc.

and certain other officers and employees of RMR LLC.

We have a Code of Conduct that applies to our officers and Trustees, RMR, senior and executive officers of RMR and members of the board of directors of RMR Inc.

and employees of RMR who provide significant services to us.

Our Code of Conduct is posted on our website, www.opireit.com.

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The information required by Item 11 is incorporated by reference to our definitive Proxy Statement.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information.

We may grant common shares to our officers and other employees of RMR LLC under our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan.

We may grant common shares to our officers and other employees of RMR under our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan.

In addition, each of our Trustees receives common shares as part of his or her annual compensation for serving as a Trustee and such shares are awarded under the 2009 Plan.

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issued upon exercise of outstanding options,

warrants and rights

Weighted-average

warrants and rights Weighted-average

exercise price of

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Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2009 Plan.

Payments by us to RMR LLC employees are described in Notes 6 and 10 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Payments by us to RMR employees are described in Notes 7 and 11 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

The remainder of the information required by Item 12 is incorporated by reference to our definitive Proxy Statement.

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The information required by Item 14 is incorporated by reference to our definitive Proxy Statement.

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Exhibits and Financial Statement Schedules

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Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of December 31, 2022 and 2021

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4.2 Indenture, dated as of July 20, 2017, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) .

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 21, 2017.)

4.3 First Supplemental Indenture, dated as of July 20, 2017, between the Company and U.S.

Bank National Association, relating to the Company’s 4.000% Senior Notes due 2022, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 21, 2017.)

4.3 Second Supplemental Indenture, dated as of June 23, 2020, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) , relating to the Company’s 6.375% Senior Notes due 2050, including form thereof.

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4.4 Third Supplemental Indenture, dated as of May 18, 2021, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) , relating to the Company’s 2.650% Senior Notes due 2026, including form thereof.

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4.5 Fourth Supplemental Indenture, dated as of August 13, 2021, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) , relating to the Company’s 2.400% Senior Notes due 2027, including form thereof.

( Incorporated by reference to the Company ’ s Quarterly Report on Form 10-Q for the quarter en ded Sep tember 30, 2021 .)

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)

4.6 Fifth Supplemental Indenture, dated as of September 28, 2021, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) , relating to the Company’s 3.450% Senior Notes due 2031, including form thereof.

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4.7 Indenture, dated as of February 3, 2015, between the Company (as successor to Select Income REIT) and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) .

(Incorporated by reference to Select Income REIT’s Current Report on Form 8-K filed on February 3, 2015.)

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4.8 First Supplemental Indenture, dated as of February 3, 2015, between the Company (as successor to Select Income REIT) and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) , including the form of 4.50% Senior Notes due 2025.

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4.9 Second Supplemental Indenture, dated as of May 15, 2017, between the Company (as successor to Select Income REIT) and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) , including the form of 4.250% Senior Notes due 2024.

1 unchanged sentence

4.10 Third Supplemental Indenture, dated as of December 31, 2018, among Select Income REIT, the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) .

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4.11 Authentication Order, dated as of September 24, 2020, from the Company to U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) , relating to the Company’s 4.50% Senior Notes due 2025.

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4.13 Description of Securities.

(Filed herewith.)

(Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2021.)

8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters.

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(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.)

10.7 Form of Share Award Agreement.

(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)

10.8 Form of Indemnification Agreement.

(+) (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.)

(+) (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.)

10.9 Summary of Trustee Compensation.

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(Filed herewith.)

23.2 Consent of Ernst & Young LLP.

(Filed herewith.)

23.2 Consent of Sullivan & Worcester LLP.

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(Filed herewith.)

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31.3 Rule 13a-14(a) Certification.

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(Furnished herewith.)

99.1 Letter dated as of October 2, 2017, between the Company and The RMR Group LLC, regarding Second Amended and Restated Business Management Agreement.

99.1 Letter dated as of October 2, 2017, between the Company and The RMR Group LLC, regarding Second Amended and Restated Property Management Agreement.

(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.)

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Form 10-K Summary

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Report of Independent Registered Public Accounting Firm

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Office Properties Income Trust (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows, for the years ended December 31, 2021 and 2020, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years ended December 31, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Office Properties Income Trust (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America .

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 15, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

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Critical Audit Matter Description

The Company’s investments in real estate assets are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate asset may not be recoverable.

Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company’s decision to dispose of an asset before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of an asset.

If indicators of impairment are identified for any real estate asset, the Company evaluates the recoverability of that real estate asset by comparing undiscounted future cash flows expected to be generated by the real estate asset over the Company’s expected remaining hold period to the respective carrying amount.

The Company’s investments in real estate properties were $3.37 billion, net of accumulated depreciation of $561 million as of December 31, 2022.

These real estate properties are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate property may not be recoverable.

Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company’s decision to dispose of a property before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of a property.

If indicators of impairment are identified for any real estate property, the Company evaluates the recoverability of that real estate property by comparing undiscounted future cash flows expected to be generated by the real estate property over the Company’s expected remaining hold period to the respective carrying amount.

The Company’s undiscounted future cash flows analysis requires management to make significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates.

We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate assets.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and

assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates within management’s undiscounted future cash flows analysis which are sensitive to future market or industry considerations.

We identified the impairment of real estate properties as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate properties.

This required a high degree of auditor

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judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates within management’s undiscounted future cash flows analysis which are sensitive to future market or industry considerations.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the undiscounted cash flows analysis for each real estate asset or group of assets with possible impairment indicators included the following among others:

• We tested the effectiveness of controls over management’s evaluation of the recoverability of real estate property assets, including the key assumptions utilized in estimating the undiscounted future cash flows.

• We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents, and terminal capitalization rates for each real estate asset or group of assets with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) comparing management’s projections to external market sources and evidence obtained in other areas of our audit.

• We evaluated the reasonableness of management’s undiscounted future cash flows analysis by developing an independent expectation of future undiscounted cash flows based on third party market data and compared that independent estimate to the carrying amount of the real estate asset or group of assets with possible indicators of impairment.

We compared our analysis of the recoverability of the real estate asset or group of assets to the Company's analysis.

Our audit procedures related to the undiscounted cash flows analysis for each real estate property or group of properties with impairment indicators included the following among others:

• We tested the effectiveness of controls over management’s evaluation of the recoverability of real estate properties, including the key assumptions utilized in estimating the undiscounted future cash flows.

• We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents, and terminal capitalization rates for each real estate property or group of properties with impairment indicators by (1) evaluating the source information and assumptions used by management and (2) comparing management’s projections to external market sources and evidence obtained in other areas of our audit.

• We evaluated the reasonableness of management’s undiscounted future cash flows analysis by developing an independent expectation of future undiscounted cash flows based on third party market data and compared that independent estimate to the carrying amount of the real estate property or group of properties with indicators of impairment.

We compared our analysis of the recoverability of the real estate property or group of properties to the Company's analysis.

• We made inquiries of management about the current status of potential transactions and about management’s judgments to understand the probability of future events that could affect the expected remaining hold period and other cash flow assumptions for the properties.

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We have served as the Company’s auditor since 2020.

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Report of Independent Registered Public Accounting Firm

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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February 15, 2023

Report of Independent Registered Public Accounting Firm

To the Trustees and Shareholders of Office Properties Income Trust

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of comprehensive income (loss) , shareholders' equity and cash flows of Office Properties Income Trust (the Company) for the year ended December 31, 2019, and the related notes and the financial statement schedule listed in the Index at item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 20, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2008 to 2020.

Boston, Massachusetts

February 20, 2020

OFFICE PROPERTIES INCOME TRUST

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Gain on sale of real estate 11,001 78,354 10,855

Dividend income — — 1,960

Loss on equity securities, net — — ( 44,007 )

Interest and other income 217 7 779

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( 103,480 ) ( 112,385 ) ( 108,303 )

Loss on early extinguishment of debt ( 14,068 ) ( 3,839 ) ( 769 )

Gain (loss) on early extinguishment of debt 682 ( 14,068 ) ( 3,839 )

Income (loss) before income tax expense and equity in net losses of investees ( 2,330 ) ( 5,428 ) 8,248

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Net income (loss) ( 6,109 ) ( 8,180 ) 6,678

Other comprehensive income (loss):

Unrealized gain (loss) on financial instrument — 200 ( 200 )

Equity in unrealized loss of investees — — ( 106 )

Other comprehensive income (loss) — 200 ( 306 )

Other comprehensive income:

Unrealized gain on financial instrument — — 200

Other comprehensive income — — 200

Comprehensive income (loss) $ ( 6,109 ) $ ( 8,180 ) $ 6,878

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Share forfeitures and repurchases ( 20,175 ) — ( 443 ) — — — ( 443 )

Amounts reclassified from cumulative other comprehensive income to net income — — — — ( 196 ) — ( 196 )

Equity in unrealized gain of investees — — — — 90 — 90

Unrealized loss on financial instrument — — — — ( 200 ) — ( 200 )

Amounts reclassified from cumulative other comprehensive loss to net income — — — — 85 — 85

Unrealized gain on financial instruments — — — — 115 — 115

Net income — — — 6,678 — — 6,678

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Share forfeitures and repurchases ( 38,501 ) — ( 1,008 ) — — — ( 1,008 )

Amounts reclassified from cumulative other comprehensive loss to net income — — — — 85 — 85

Unrealized gain on financial instruments — — — — 115 — 115

Net income — — — 6,678 — — 6,678

Net loss — — — ( 8,180 ) — — ( 8,180 )

Distributions to common shareholders — — — — — ( 106,368 ) ( 106,368 )

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Net amortization of debt premiums, discounts and issuance costs 9,134 9,771 9,593

Amortization of acquired real estate leases 144,826 167,192 197,978

Amortization of acquired real estate leases and assumed real estate lease obligations, net 119,703 144,826 167,192

Amortization of deferred leasing costs 7,994 7,878 6,887

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Loss on impairment of real estate 21,820 62,420 2,954

Loss on early extinguishment of debt 9,694 2,701 769

(Gain) loss on early extinguishment of debt ( 682 ) 9,694 2,701

Straight line rental income ( 10,830 ) ( 15,368 ) ( 16,079 )

Other non-cash expenses, net 1,818 1,782 2,229

Loss on equity securities, net — — 44,007

Equity in net losses of investees 3,509 2,501 1,193

Distribution of earnings from Affiliates Insurance Company — — 2,438

Change in assets and liabilities:

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Proceeds from sale of properties, net 203,280 219,980 102,211

Proceeds from sale of The RMR Group Inc.

common shares, net — — 104,674

Contributions to unconsolidated joint ventures ( 3,851 ) — —

Proceeds from repayment of mortgage note receivable — — 2,880

Net cash (used in) provided by investing activities ( 442,985 ) ( 22,987 ) 877,819

The accompanying notes are an integral part of these consolidated financial statements.

OFFICE PROPERTIES INCOME TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(dollars in thousands)

Year Ended December 31,

2021 2020 2019

Net cash used in investing activities ( 4,624 ) ( 442,985 ) ( 22,987 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of mortgage notes payable ( 47,617 ) ( 72,541 ) ( 155,367 )

Repayment of unsecured term loans — — ( 388,000 )

Repayment of senior unsecured notes ( 300,000 ) ( 610,000 ) ( 400,000 )

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Distributions to common shareholders ( 106,630 ) ( 106,368 ) ( 106,121 )

Net cash provided by (used in) financing activities 249,153 ( 254,482 ) ( 1,031,395 )

Increase (decrease) in cash, cash equivalents and restricted cash 27,660 ( 43,841 ) 61,753

Net cash (used in) provided by financing activities ( 260,256 ) 249,153 ( 254,482 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 72,266 ) 27,660 ( 43,841 )

Cash, cash equivalents and restricted cash at beginning of period 84,515 56,855 100,696

Cash, cash equivalents and restricted cash at end of period $ 12,249 $ 84,515 $ 56,855

The accompanying notes are an integral part of these consolidated financial statements.

OFFICE PROPERTIES INCOME TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(dollars in thousands)

Year Ended December 31,

2022 2021 2020

SUPPLEMENTAL CASH FLOW INFORMATION:

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We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of long lived assets.

Impairment indicators may include declining tenant occupancy, lack of progress releasing vacant space, tenant bankruptcies, low long term prospects for improvement in property performance, weak or declining tenant profitability, cash flow or liquidity, our decision to dispose of an asset before the end of its estimated useful life and legislative, market or industry changes that could permanently reduce the value of a property.

If there is an indication that the carrying value of an asset is not recoverable, we estimate the projected undiscounted cash flows to determine if an impairment loss should be recognized.

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We estimate fair value through an evaluation of recent financial performance and projected discounted cash flows using standard industry valuation techniques.

In addition to consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining lives of our long lived assets.

If we change our estimate of the remaining lives, we allocate the carrying value of the affected assets over their revised remaining lives.

In addition to consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining useful lives of our long lived assets.

If we change our estimate of the remaining useful lives, we allocate the carrying value of the affected assets over their revised remaining useful lives.

Cash and Cash Equivalents.

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We recorded amortization of deferred leasing costs of $ 6,869 , $ 6,691 and $ 5,985 , and reductions to rental income related to the amortization of inducements of $ 1,124 , $ 1,187 and $ 902 for the years ended December 31, 2022, 2021 and 2020, respectively.

Deferred leasing costs, excluding properties classified as held for sale, totaled $ 74,469 and $ 59,691 at December 31, 2021 and 2020, respectively, and accumulated amortization of deferred leasing costs totaled $ 20,586 and $ 17,065 at December 31, 2021 and 2020, respectively.

Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2021 are estimated to be $ 8,536 in 2022, $ 7,798 in 2023, $ 6,739 in 2024, $ 5,784 in 2025, $ 5,132 in 2026 and $ 19,894 thereafter.

Deferred leasing costs, excluding properties classified as held for sale, totaled $ 94,680 and $ 74,469 at December 31, 2022 and 2021, respectively, and accumulated amortization of deferred leasing

OFFICE PROPERTIES INCOME TRUST

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(dollars in thousands, except per share amounts)

costs totaled $ 21,582 and $ 20,586 at December 31, 2022 and 2021, respectively.

Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2022 are estimated to be $ 9,938 in 2023, $ 8,837 in 2024, $ 7,838 in 2025, $ 7,260 in 2026, $ 6,424 in 2027 and $ 32,801 thereafter.

Debt Issuance Costs .

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Debt issuance costs, net of accumulated amortization, for our revolving credit facility are included in other assets in our consolidated balance sheets.

As of December 31, 2021 and 2020, debt issuance costs for our revolving credit facility were $ 4,125 and accumulated amortization of debt issuance costs for our revolving credit facility were $ 3,079 and $ 2,069 , respectively.

As of December 31, 2022 and 2021, debt issuance costs for our revolving credit facility were $ 4,593 and $ 4,125 , respectively, and accumulated amortization of debt issuance costs for our revolving credit facility were $ 4,072 and $ 3,079 , respectively.

Debt issuance costs, net of accumulated amortization, for our senior unsecured notes and mortgage notes payable are presented as a direct deduction from the associated debt liability in our consolidated balance sheets.

As of December 31, 2022 and 2021, debt issuance costs, net of accumulated amortization, for our senior unsecured notes and mortgage notes payable totaled $ 13,589 and $ 16,120 , respectively.

Future amortization of debt issuance costs to be recognized with respect to our revolving credit facility, senior unsecured notes and mortgage notes as of December 31, 2021 are estimated to be $ 3,514 in 2022, $ 2,217 in 2023, $ 2,155 in 2024, $ 1,669 in 2025, $ 1,335 in 2026 and $ 6,276 thereafter.

Equity Securities.

We previously owned 2,801,060 common shares of class A common stock of The RMR Group Inc., or RMR Inc.

Prior to the sale of our shares of RMR Inc.

class A common stock on July 1, 2019, our equity securities were recorded at fair value based on their quoted market price at the end of each reporting period.

See Note 6 for more information regarding the sale of our RMR Inc.

class A common stock.

Future amortization of debt issuance costs to be recognized with respect to our revolving credit facility and senior unsecured notes as of December 31, 2022 are estimated to be $ 2,676 in 2023, $ 2,155 in 2024, $ 1,669 in 2025, $ 1,335 in 2026, $ 595 in 2027 and $ 5,680 thereafter.

Equity Method Investments.

We previously accounted for our investment in Affiliates Insurance Company, or AIC, until AIC was dissolved on February 13, 2020, using the equity method of accounting.

Significant influence was present through common representation on the boards of trustees or directors of us and AIC.

See Note 6 for more information regarding our investment in AIC.

We also have noncontrolling ownership interests of 51 % and 50 % in two unconsolidated joint ventures that own three properties.

We have noncontrolling ownership interests of 51 % and 50 % in two unconsolidated joint ventures that own three properties.

The properties owned by these joint ventures are encumbered by an aggregate of $ 82,000 of mortgage indebtedness.

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Other Liabilities.

We initially acquired 1,541,201 shares of class A common stock of RMR Inc.

on June 5, 2015 for cash and share consideration of $ 17,462 .

We initially acquired 1,541,201 shares of class A common stock of The RMR Group Inc., or RMR Inc., on June 5, 2015 for cash and share consideration of $ 17,462 .

We concluded, for accounting purposes, that the cash and share consideration we paid for our investment in these shares represented a discount to the fair value of these shares.

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Allowances for bad debts are recognized as a direct reduction of rental income.

Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments.

We have made the policy election to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as those of the lease components.

We apply Accounting Standards Codification 842,

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments.

We apply Accounting Standards Codification 842, Leases , to the combined component.

Leases , to the combined component.

Income derived by our leases is recorded in rental income in our consolidated statements of comprehensive income (loss).

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Cumulative Other Comprehensive Income (Loss).

Cumulative other comprehensive income (loss) represents our share of the cumulative comprehensive income and losses of our equity method investees.

Cumulative other comprehensive income (loss) represents our share of the cumulative comprehensive income and losses of our former equity method investees.

Per Common Share Amounts.

We calculate basic earnings per common share by dividing net income (loss) by the weighted average number of our common shares of beneficial ownership, $ .01 par value, or our common shares, outstanding during the period.

We calculate basic earnings per common share using the two class method.

We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method.

Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share.

For the years ended December 31, 2021, 2020 and 2019, there were no dilutive common shares.

In addition, for the years ended December 31, 2021, 2020 and 2019, 34 , 14 and 12 unvested common shares, respectively, were not included in the calculation of diluted earnings per share because to do so would have been antidilutive.

Use of Estimates.

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direct ownership of real estate properties.

New Accounting Pronouncements.

In October 2021, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , or ASU No.

2021-08, which requires that an acquirer account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

The acquiring entity shall recognize and measure the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements, rather than at fair value at the acquisition date.

2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.

On October 1, 2021, we early adopted ASU No.

The adoption of ASU No.

2021-08 did not have an impact on our consolidated financial statements.

Per Common Share Amounts

The calculation of basic and diluted earnings per share is as follows (amounts in thousands, except per share amounts):

Year Ended December 31,

2022 2021 2020

Net income (loss) $ ( 6,109 ) $ ( 8,180 ) $ 6,678

Income attributable to unvested participating securities ( 427 ) — —

Net income (loss) used in calculating earnings per share $ ( 6,536 ) $ ( 8,180 ) $ 6,678

Denominators:

Weighted average common shares outstanding - basic and diluted (1)

48,278 48,195 48,124

Net income (loss) per common share - basic and diluted $ ( 0.14 ) $ ( 0.17 ) $ 0.14

(1) For the years ended December 31, 2022, 2021 and 2020, there were no dilutive common shares.

In addition, for the years ended December 31, 2021 and 2020, 34 and 14 unvested common shares, respectively, were not included in the calculation of diluted earnings per share because to do so would have been antidilutive.

Real Estate Properties

As of December 31, 2021, our wholly owned properties were comprised of 178 properties containing approximately 23,271,000 rentable square feet, with an aggregate undepreciated carrying value of $ 3,938,876 , including $ 27,790 classified as held for sale.

We also had noncontrolling ownership interests of 51 % and 50 % in two unconsolidated joint ventures that own three properties totaling approximately 444,000 rentable square feet.

As of December 31, 2022, our wholly owned properties were comprised of 160 properties containing approximately 20,969,000 rentable square feet, with an undepreciated carrying value of $ 3,938,658 , including $ 2,584 classified as held for sale.

We also had noncontrolling ownership interests of 51 % and 50 % in two unconsolidated joint ventures that own three properties containing approximately 444,000 rentable square feet.

We generally lease space at our properties on a gross lease, modified gross lease or net lease basis pursuant to fixed term contracts expiring between 2023 and 2053.

Some of our leases generally require us to pay all or some property operating expenses and to provide all or most property management services.

During the year ended December 31, 2021, we entered into 85 leases for approximately 2,484,000 rentable square feet for a weighted (by rentable square feet) average lease term of 9.5 years and we made commitments for approximately $ 142,318 of leasing related costs.

As of December 31, 2021, we have estimated unspent leasing related obligations of $ 121,754 .

During the year ended December 31, 2022, we entered into 75 leases for approximately 2,562,000 rentable square feet for a

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

weighted (by rentable square feet) average lease term of 9.3 years and we made commitments for $ 173,419 of leasing related costs.

As of December 31, 2022, we had estimated unspent leasing related obligations of $ 156,693 .

Acquisition Activities

2022 Acquisition Activities

We did not acquire any properties during the year ended December 31, 2022.

2021 Acquisition Activities

During the year ended December 31, 2021, we acquired three properties containing approximately 926,000 rentable square feet for an aggregate purchase price of $ 576,478 , including net purchase price adjustments of $ 1,761 and acquisition related costs of $ 1,264 .

7 unchanged sentences

3 926,000 $ 576,478 $ 72,078 $ 404,024 $ 109,464 $ ( 9,088 )

(1) Purchase price includes an adjustment of $ 13,031 to record an estimated real estate tax liability as of the acquisition date.

(1) Purchase price includes an adjustment of $ 13,031 t o record an estimated real estate tax liability as of the acquisition date.

2020 Acquisition Activities

6 unchanged sentences

2 163,000 $ 47,215 $ 7,649 $ 31,772 $ 7,794

2019 Acquisition Activities

In November 2019, we acquired a land parcel adjacent to a property we own in Boston, MA for $ 2,900 , excluding acquisition related costs.

Disposition Activities

The sales completed during the years ended December 31, 2022, 2021 and 2020, as presented in the tables below, do not represent significant dispositions individually or in the aggregate, nor do they represent a strategic shift in our business.

As a result, the results of operations of these properties are included in continuing operations through the date of sale in our consolidated statements of comprehensive income (loss).

OFFICE PROPERTIES INCOME TRUST

2 unchanged sentences

2022 Disposition Activities

The sales completed during the years ended December 31, 2021, 2020 and 2019, as presented in the tables below, do not represent significant dispositions individually (unless otherwise noted) or in the aggregate, nor do they represent a strategic shift in our business.

As a result, the results of operations of these properties are included in continuing operations through the date of sale in our consolidated statements of comprehensive income (loss).

During the year ended December 31, 2022, we sold 18 properties containing approximately 2,326,000 rentable square feet for an aggregate sales price of $ 211,020 , excluding closing costs.

Date of Sale Number of Properties Location Rentable Square Feet Gross

Sales Price (1)

Gain (Loss) on Sale of Real Estate Loss on Impairment of Real Estate

January 2022 1 Rockville, MD (2)

129,000 $ 6,750 $ ( 72 ) $ —

February 2022 2 Chesapeake, VA (2)

172,000 18,945 2,296 —

March 2022 1 Milwaukee, WI (2)

29,000 3,775 ( 75 ) —

May 2022 1 Holtsville, NY 264,000 28,500 1,900 —

June 2022 1 Fairfax, VA 184,000 19,750 ( 13,537 ) —

July 2022 1 Houston, TX 206,000 9,800 ( 135 ) 15,278

August 2022 3 Birmingham, AL 448,000 16,050 ( 265 ) 3,709

August 2022 1 Erlanger, KY 86,000 2,600 135 2,184

September 2022 2 Chesapeake, VA 214,000 24,000 62 649

September 2022 2 Everett, WA 112,000 31,500 11,959 —

September 2022 1 Salem, OR 233,000 34,250 5,369 —

November 2022 1 Kapolei, HI (3)

109,000 4,000 2,504 —

November 2022 1 Englewood, CO 140,000 11,100 860 —

18 2,326,000 $ 211,020 $ 11,001 $ 21,820

(1) Gross sales price is the gross contract price, excluding closing costs.

(2) Properties were classified as held for sale as of December 31, 2021.

(3) Property is a leasable land parcel.

As of December 31, 2022, we had three properties located in Richmond, VA containing approximately 89,000 rentable square feet classified as held for sale in our consolidated balance sheets.

These properties were sold in January 2023 for a sales price of $ 5,350 , excluding closing costs.

As of February 14, 2023, we have entered into agreements to sell two properties containing approximately 207,000 rentable square feet for an aggregate sales price of $ 7,600 , excluding closing costs.

These pending sales are subject to conditions, accordingly, we cannot be sure that we will complete these sales or that these sales will not be delayed or the terms will not change.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

2021 Disposition Activities

During the year ended December 31, 2021, we sold six properties, a warehouse facility adjacent to a property we own located in Kansas, MO and two vacant land parcels adjacent to properties we own located in Sterling, VA containing approximately 2,565,000 rentable square feet for an aggregate sales price of $ 226,915 , excluding closing costs.

During the year ended December 31, 2021, we sold six properties, a warehouse facility and two vacant land parcels containing approximately 2,565,000 rentable square feet for an aggregate sales price of $ 226,915 , excluding closing costs.

Date of Sale Number of Properties Location Rentable Square Feet Gross

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(2) Properties were classified as held for sale as of December 31, 2020.

(3) Consists of a warehouse facility adjacent to a property we own located in Kansas City, MO.

(4) Consists of two vacant land parcels adjacent to properties we own located in Sterling, VA.

As of December 31, 2021, the following four properties met the criteria to be classified as held for sale in our consolidated balance sheet:

Date of Sale Agreement Location Number of Properties Rentable Square Feet Gross

Sales Price (1)

Loss on Impairment of Real Estate

December 2021 Rockville, MD (2)

1 129,000 $ 6,750 $ 6,236

December 2021 Chesapeake, VA (3)

2 172,000 18,945 —

January 2022 Milwaukee, WI 1 29,000 3,850 755

4 330,000 $ 29,545 $ 6,991

(1) Gross sales price is the gross contract price, excluding closing costs.

(2) The sale of this property was completed in January 2022.

(3) The sale of these properties was completed in February 2022.

(3) Consists of a warehouse facility.

(4) Consists of two vacant land parcels.

We also recorded a $ 10,658 loss on impairment of real estate to reduce the carrying value of three properties that were classified as held for sale to their estimated fair values less costs to sell as of September 30, 2021.

Subsequently, we removed these properties from held for sale status due to a change of plan for sale and recorded an impairment adjustment of $ 425 to increase the carrying value of these properties to their estimated fair value as of December 31, 2021.

In addition, we recorded a $ 6,991 loss on impairment of real estate to reduce the carrying value of two properties that were classified as held for sale as of December 31, 2021 and subsequently sold in 2022.

OFFICE PROPERTIES INCOME TRUST

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(dollars in thousands, except per share amounts)

As of February 15, 2022, we have entered into an agreement to sell one property that was classified as held for sale as of December 31, 2021 containing approximately 29,000 rentable square feet for a sales price of $ 3,850 , excluding closing costs.

This pending sale is subject to conditions, accordingly, we cannot be sure that we will complete this sale or that this sale will not be delayed or the terms will not change.

In November 2021, the buyer terminated the previously disclosed agreement to sell five properties located in Brookhaven, GA for a sales price of $ 56,000 .

2020 Disposition Activities

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March 2020 1 Trenton, NJ 267,000 30,100 ( 179 ) —

267,000 30,100 ( 179 ) —

March 2020 1 Fairfax, VA 83,000 22,200 4,754 —

2 unchanged sentences

(1) Gross sales price is the gross contract price, excluding closing costs.

(2) We recorded a $ 9,454 loss on impairment of real estate during the year ended December 31, 2019 to adjust the carrying value of this property to its fair value less costs to sell.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

2019 Disposition Activities

During the year ended December 31, 2019, we sold 58 properties containing approximately 6,179,000 rentable square feet for an aggregate sales price of $ 848,853 , excluding closing costs.

Date of Sale Number of Properties Location Rentable Square Feet Gross

Sales Price (1)

Gain (Loss) on Sale of Real Estate Loss on Impairment of Real Estate

February 2019 34 Northern Virginia and Maryland 1,636,000 $ 198,500 $ — $ 732

March 2019 1 Washington, D.C.

129,000 70,000 22,075 —

May 2019 1 Buffalo, NY 122,000 16,900 — 5,137

May 2019 1 Maynard, MA 287,000 5,000 ( 227 ) —

June 2019 1 Kapolei, HI 417,000 7,100 — —

July 2019 1 San Jose, CA 72,000 14,000 ( 270 ) —

July 2019 1 Nashua, NH 322,000 25,000 8,401 —

August 2019 1 Arlington, TX 182,000 14,900 187 —

August 2019 1 Rochester, NY 95,000 4,765 ( 104 ) —

August 2019 1 Hanover, PA 502,000 5,500 ( 417 ) —

August 2019 1 San Antonio, TX 618,000 198,000 3,869 —

September 2019 1 Topeka, KS 144,000 15,600 36 —

September 2019 1 Falling Waters, WV 40,000 650 — 2,179

September 2019 1 San Diego, CA 44,000 8,950 3,062 —

October 2019 3 Columbia, SC 181,000 10,750 — 3,581

November 2019 3 Metro DC - MD 373,000 61,938 1,177 —

December 2019 1 San Diego, CA 148,000 23,750 6,823 —

December 2019 1 Phoenix, AZ 123,000 12,850 860 —

December 2019 1 Houston, TX 497,000 130,000 59,992 —

December 2019 1 Kansas City, KS 171,000 11,700 — 1,172

December 2019 1 San Jose, CA 76,000 13,000 ( 333 ) —

58 6,179,000 $ 848,853 $ 105,131 $ 12,801

(1) Gross sales price is the gross contract price, excluding closing costs.

(2) Represents an individually significant disposition.

Unconsolidated Joint Ventures

7 unchanged sentences

Total $ 35,129 $ 34,838 3 444,000

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

The following table provides a summary of the mortgage debt of our two unconsolidated joint ventures:

8 unchanged sentences

None of the debt is recourse to us.

At December 31, 2021, the aggregate unamortized basis difference of our two unconsolidated joint ventures of $ 6,977 is primarily attributable to the difference between the amount we paid to purchase our interest in these joint ventures, including transaction costs, and the historical carrying value of the net assets of these joint ventures.

At December 31, 2022, the aggregate unamortized basis difference of our two unconsolidated joint ventures of $ 6,489 was primarily attributable to the difference between the amount we paid to purchase our interest in these joint ventures, including transaction costs, and the historical carrying value of the net assets of these joint ventures.

This difference is being amortized over the remaining useful life of the related properties and the resulting amortization expense is included in equity in net losses of investees in our consolidated statements of comprehensive income (loss).

Rental income from operating leases, including payments derived by index or market-based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable.

We increased rental income by $ 15,368 , $ 16,079 and $ 27,507 to record revenue on a straight line basis during the years ended December 31, 2021, 2020 and 2019, respectively.

We increased rental income by $ 10,830 , $ 15,368 and $ 16,079 to record revenue on a straight line basis during the

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

years ended December 31, 2022, 2021 and 2020, respectively.

Rents receivable, excluding properties classified as held for sale, include $ 86,305 and $ 82,978 of straight line rent receivables at December 31, 2022 and 2021, respectively.

5 unchanged sentences

Total $ 2,987,317

As of December 31, 2022, tenants representing approximately 1.5 % of our total operating lease maturities had exercisable rights to terminate their leases before the stated terms of their leases expire.

In 2023, 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2035, 2037 and 2040, early termination rights become exercisable by other tenants who represented an additional approximatel y 1.3 %, 2.4 %, 5.6 %, 1.6 %, 1.6 %, 5.5 %, 2.1 %, 1.6 %, 0.3 %, 3.5 %, 0.4 % and 1.7 % of our t otal operating lease maturities, respectively.

In certain circumstances, some leases provide the tenant with the right to terminate if the legislature or other funding authority does not appropriate the funding necessary for the tenant to meet its lease obligations;

we have determined the fixed non-cancelable lease term of these leases to be the full term of the lease because we believe the occurrence of early terminations to be a remote contingency based on both our historical experience and our assessments of the likelihood of lease cancellation on a separate lease basis.

As of December 31, 2021, tenants who currently represent approximately 2.8 % of our total operating lease maturities have currently exercisable rights to terminate their leases before the stated terms of their leases expire.

In 2022, 2023, 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2035 and 2040, early termination rights become exercisable by other tenants who currently represent an additional approximately 1.5 %, 8.8 %, 3.0 %, 6.2 %, 2.4 %, 1.7 %, 2.5 %, 1.7 %, 1.6 %, 1.7 % and 1.1 % of our total operating lease maturities, respectively.

In addition, as of December 31, 2021, 14 of our tenants have the right to terminate their leases if the respective legislature or other funding authority does not appropriate the funding necessary for the

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

tenant to meet its obligation.

These 14 tenants represent approximately 6.2 % of our total operating lease maturities as of December 31, 2021.

As a result of the COVID-19 pandemic, we granted temporary rent assistance totaling $ 2,483 to 18 tenants.

This assistance generally entailed a deferral of, in most cases, one month of rent pursuant to deferred payment plans which required the deferred rent amounts be payable over a 12 -month period.

We elected to use the FASB relief package that provides entities with the option to account for lease concessions resulting from the COVID-19 pandemic outside of the existing lease modification guidance if the resulting cash flows from the modified lease are substantially the same as or less than the original lease.

Because the deferred rent amounts were to be repaid, the cash flows from the respective leases are substantially the same as before the rent deferrals.

The deferred amounts did not impact our operating results for the years ended December 31, 2021 and 2020.

As of December 31, 2021, we had collected 100% of the granted rent deferrals.

Right of use asset and lease liability.

For leases where we are the lessee, we are required to record a right of use asset and lease liability for all leases with an initial term greater than 12 months.

As of December 31, 2020, we had one lease that met these criteria, which expired on January 31, 2021.

As of December 31, 2022, 10 of our tenants had the right to terminate their leases if the respective legislature or other funding authority does not appropriate the funding necessary for the tenant to meet its obligation.

These 10 tenants represented approximately 4.8 % of our total operating lease maturities as of December 31, 2022.

Leases where we are the lessee.

We had one lease where we were the lessee which expired on January 31, 2021.

We subleased a portion of the space, which sublease also expired on January 31, 2021.

The value of the right of use asset and related liability representing our future obligation under the lease arrangement as of December 31, 2020 were $ 168 and $ 174 , respectively, and are included in other assets, net and accounts payable and other liabilities , respectively, in our consolidated balance sheets.

Rent expense incurred under the lease, net of sublease revenue, was $ 79 and $ 1,749 for the years ended December 31, 2021 and 2020, respectively.

Business and Property Management Agreements with RMR LLC

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 The RMR Group LLC, or RMR LLC.

We have two agreements with RMR LLC to provide management services to us:

The personnel and various services we require to operate our business are provided to us by The RMR Group LLC, or 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.

Management Agreements with RMR LLC .

Our management agreements with RMR LLC provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms:

Management Agreements with RMR .

Our management agreements with RMR provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms:

• Base Management Fee.

The annual base management fee payable to RMR LLC by us for each applicable period is equal to the lesser of:

• the sum of (a) 0.5 % of the average aggregate historical cost of the real estate assets acquired from a REIT to which RMR LLC provided business management or property management services, or the Transferred Assets, plus (b) 0.7 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to $ 250,000 , plus (c) 0.5 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding $ 250,000 ;

The annual base management fee payable to RMR by us for each applicable period is equal to the lesser of:

• the sum of (a) 0.5 % of the average aggregate historical cost of the real estate assets acquired from a REIT to which RMR provided business management or property management services, or the Transferred Assets, plus (b) 0.7 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to $ 250,000 , plus (c) 0.5 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding $ 250,000 ;

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

• the sum of (a) 0.7 % of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to $ 250,000 , plus (b) 0.5 % of our Average Market Capitalization exceeding $ 250,000 .

1 unchanged sentence

• Incentive Management Fee .

The incentive management fee which may be earned by RMR LLC for an annual period is calculated as follows:

The incentive management fee which may be earned by RMR for an annual period is calculated as follows:

• An amount, subject to a cap based on the value of our common shares outstanding, equal to 12 % of the product of:

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

• our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and

• the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable index, or the benchmark return per share, for the relevant measurement period.

Effective as of August 1, 2021, we amended our business management agreement with RMR LLC to replace the benchmark index used in the calculation of incentive management fees.

Pursuant to this amendment, for periods beginning on and after August 1, 2021, the MSCI U.S.

REIT/Office REIT Index replaced the discontinued SNL U.S.

REIT Office Index and will be used to calculate benchmark returns per share for purposes of determining any incentive management fee payable by us to RMR LLC.

For periods prior to August 1, 2021, the SNL U.S.

REIT Office Index will continue to be used.

Accordingly, the calculation of incentive management fees for the next two measurement periods will continue to use the SNL U.S.

REIT Office Index in calculating the benchmark returns for periods through July 31, 2021.

This change of index was due to S&P Global ceasing to publish the SNL U.S.

REIT Office Index.

The MSCI U.S.

REIT/Office REIT Index is the benchmark index for periods on and after August 1, 2021, and the SNL U.S.

REIT Office Index is the benchmark index for periods prior to August 1, 2021.

For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.

5 unchanged sentences

• The incentive management fee is subject to a cap.

The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5 % of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.

• Incentive management fees we paid to RMR LLC for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.

Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $ 18,637 , $ 17,358 and $ 21,320 for the years ended December 31, 2021, 2020 and 2019, respectively.

The net business

The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5 % of the number of our common shares then outstanding

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

management fees we recognized are included in general and administrative expenses in our consolidated statements of comprehensive income (loss) for these periods.

multiplied by the average closing price of our common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.

• Incentive management fees we paid to RMR for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.

Pursuant to our business management agreement with RMR, we recognized net business management fees of $ 17,376 , $ 18,637 and $ 17,358 for the years ended December 31, 2022, 2021 and 2020, respectively.

The net business management fees we recognized are included in general and administrative expenses in our consolidated statements of comprehensive income (loss) for these periods.

The net business management fees we recognized for each of the years ended December 31, 2022, 2021 and 2020 reflect a reduction of $ 603 , for the amortization of the liability we recorded in connection with our former investment in RMR Inc., as further described in Note 2.

We did not incur any incentive management fee pursuant to our business management agreement for the years ended December 31, 2022, 2021 or 2020.

In January 2019, we paid RMR LLC a business management incentive fee of $ 25,817 , which represented the incentive fee for the year ended December 31, 2018 incurred, but not paid, by Select Income REIT, or SIR, which we acquired in 2018.

• Property Management and Construction Supervision Fees .

The property management fees payable to RMR LLC by us for each applicable period are equal to 3.0 % of gross collected rents and the construction supervision fees payable to RMR LLC by us for each applicable period are equal to 5.0 % of construction costs.

Pursuant to our property management agreement with RMR LLC, we recognized aggregate net property management and construction supervision fees of $ 21,103 , $ 20,774 and $ 21,911 for each of the years ended December 31, 2021, 2020 and 2019, respectively.

The property management fees payable to RMR by us for each applicable period are equal to 3.0 % of gross collected rents and the construction supervision fees payable to RMR by us for each applicable period are equal to 5.0 % of construction costs.

Pursuant to our property management agreement with RMR, we recognized aggregate net property management and construction supervision fees of $ 25,756 , $ 21,103 and $ 20,774 for each of the years ended December 31, 2022, 2021 and 2020, respectively.

The net property management and construction supervision fees we recognized for the years ended December 31, 2022, 2021 and 2020 reflect a reduction of $ 484 for each of those years for the amortization of the liability we recorded in connection with our former investment in RMR Inc., as further described in Note 2.

2 unchanged sentences

• Expense Reimbursement .

We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf.

We are generally not responsible for payment of RMR LLC’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR LLC’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR LLC’s centralized accounting personnel, our share of RMR LLC’s costs for providing our internal audit function and as otherwise agreed.

Our Audit Committee appoints our Director of Internal Audit and our Compensation Committee approves the costs of our internal audit function.

Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR LLC.

We reimbursed RMR LLC $ 24,766 , $ 24,919 and $ 26,442 for these expenses and costs for each of the years ended December 31, 2021, 2020 and 2019, respectively.

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 rents charged to our tenants, including certain payroll and related costs incurred by RMR.

We reimbursed RMR $ 24,371 , $ 24,766 and $ 24,919 for these expenses and costs for each of the years ended December 31, 2022, 2021 and 2020, respectively.

We included these amounts in other operating expenses and general and administrative expense, as applicable, for these periods.

Our management agreements with RMR LLC have terms that end on December 31, 2041, and automatically extend on December 31st of each year for an additional year, so that the terms of our management agreements thereafter end on the 20th anniversary of the date of the extension.

Our management agreements with RMR have terms that end on December 31, 2042, and automatically extend on December 31st of each year for an additional year, so that the terms of our management agreements thereafter end on the 20th anniversary of the date of the extension.

• Termination Rights .

We have the right to terminate one or both of our management agreements with RMR LLC:

(i) at any time on 60 days’ written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR LLC, as defined therein.

RMR LLC has the right to terminate the management agreements for good reason, as defined therein.

We have the right to terminate one or both of our management agreements with RMR:

RMR has the right to terminate the management agreements for good reason, as defined therein.

• Termination Fee .

If we terminate one or both of our management agreements with RMR LLC for convenience, or if RMR LLC terminates one or both of our management agreements for good reason, we have agreed to pay RMR LLC a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination, would be between 19 and 20 years.

If we terminate one or both of our management agreements with RMR LLC for a performance reason, we have agreed to pay RMR LLC the termination fee calculated as described above, but assuming a 10 -year term was remaining prior to the termination.

We are not required to pay any termination fee if we terminate our management agreements with RMR LLC for cause or as a result of a change of control of RMR LLC.

If we terminate one or both of our management agreements with RMR for convenience, or if RMR terminates one or both of our management agreements for good reason, we have agreed to pay RMR a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination, would be between 19 and 20 years.

If we terminate one or both of our management agreements with RMR

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

for a performance reason, we have agreed to pay RMR the termination fee calculated as described above, but assuming a 10 -year term was remaining prior to the termination.

We are not required to pay any termination fee if we terminate our management agreements with RMR for cause or as a result of a change of control of RMR.

• Transition Services .

RMR LLC has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR LLC, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable.

Pursuant to our management agreements with RMR LLC, RMR LLC may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us.

As part of this arrangement, we may enter agreements with RMR LLC and other companies to which RMR LLC or its subsidiaries provide management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

RMR has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable.

Pursuant to our management agreements with RMR, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us.

As part of this arrangement, we may enter agreements with RMR and other companies to which RMR or its subsidiaries provide management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

• Investment Opportunities .

Under our business management agreement with RMR LLC, we acknowledge that RMR LLC may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR LLC.

Under our business management agreement with RMR, we acknowledge that RMR may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR.

Management Agreements between our Joint Ventures and RMR .

RMR provides management services to our two unconsolidated joint ventures.

We are not obligated to pay management fees to RMR under our management agreements with RMR for the services it provides regarding the joint ventures.

The joint ventures pay management fees directly to RMR.

Related Person Transactions

We have relationships and historical and continuing transactions with RMR LLC, RMR Inc., and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers.

RMR LLC is a majority owned subsidiary of RMR Inc.

The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., a managing director, the president and chief executive officer of RMR Inc.

and an officer and employee of RMR LLC.

David Blackman resigned as our President and Chief Executive Officer, effective December 31, 2020, and as a Managing Trustee, effective June 17, 2021.

In replacement of Mr.

Blackman, Christopher J.

Bilotto was appointed as our President and Chief Operating Officer, effective January 1, 2021, and Jennifer Clark was elected as a Managing Trustee, effective on June 17, 2021.

Bilotto is an officer and employee of RMR LLC, Ms.

Clark is a managing director and an executive officer of RMR Inc., an officer and employee of RMR LLC and an officer of ABP Trust.

In addition, each of our other officers is also an officer and employee of RMR LLC.

Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR LLC or its subsidiaries provide management services.

Portnoy serves as chair of the board and as a managing director or managing trustee of these public companies.

Other officers of RMR LLC, including certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies.

Our Manager, RMR LLC .

We have two agreements with RMR LLC to provide management services to us.

See Note 5 for more information regarding our management agreements with RMR LLC.

Leases with RMR LLC .

We lease office space to RMR LLC in certain of our properties for RMR LLC’s property management offices.

Pursuant to our lease agreements with RMR LLC, we recognized rental income from RMR LLC for leased office space of $ 1,138 , $ 1,120 and $ 1,142 for the years ended December 31, 2021, 2020 and 2019, respectively.

Our office space leases with RMR LLC are terminable by RMR LLC if our management agreements with RMR LLC are terminated.

Share Awards to RMR LLC Employees .

As described further in Note 10, we award shares to our officers and other employees of RMR LLC annually.

We have relationships and historical and continuing transactions with RMR, RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers.

RMR is a majority owned subsidiary of RMR Inc.

The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director, the president and chief executive officer of RMR Inc.

and an officer and employee of RMR.

Jennifer Clark, our other Managing Trustee, is a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR and an officer of ABP Trust.

Each of our officers is also an officer and employee of RMR.

Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR or its subsidiaries provide management services.

Portnoy serves as chair of the boards and as a managing director or managing trustee of these public companies.

Other officers of RMR, including Ms.

Clark, serve as managing trustees, managing directors or officers of certain of these companies.

Our Manager, RMR .

We have two agreements with RMR to provide management services to us.

RMR also provides management services to our unconsolidated joint ventures.

See Note 6 for more information regarding our and our unconsolidated joint ventures’ management agreements with RMR.

Leases with RMR .

We lease office space to RMR in certain of our properties for RMR’s property management offices.

Pursuant to our lease agreements with RMR, we recognized rental income from RMR for leased office space of $ 1,126 , $ 1,138 and $ 1,120 for the years ended December 31, 2022, 2021 and 2020, respectively.

Our office space leases with RMR are terminable by RMR if our management agreements with RMR are terminated.

Share Awards to RMR Employees .

As described further in Note 11, we award shares to our officers and other employees of RMR annually.

Generally, one fifth of these awards vest on the grant date and one fifth vests on each of the next four anniversaries of the grant dates.

In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder’s retirement as an officer of us or an officer or employee of RMR LLC.

These awards to RMR LLC employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR LLC.

In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder’s retirement as an officer of us or an officer or employee of RMR.

These awards to RMR employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR.

See Note 11 for more information regarding our share awards and activity as well as certain share purchases we made in connection with share award recipients satisfying tax withholding obligations on vesting share awards.

In June 2021, we entered into a 30 -year lease agreement with a subsidiary of Sonesta International Hotels Corporation, or Sonesta, in connection with the redevelopment of an office property we own in Washington, D.C.

as a mixed-use property.

Sonesta’s lease is for the planned full-service hotel component of the property that will include approximately 230,000 rentable square feet, which represents approximately 54 % of the total square feet upon completion of the redevelopment.

The term of the lease commences upon our delivery of the completed hotel, which we estimate to occur in the first quarter of 2023.

Sonesta has two options to extend the term for 10 years each.

Pursuant to the lease agreement, Sonesta

OFFICE PROPERTIES INCOME TRUST

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(dollars in thousands, except per share amounts)

will pay us annual base rent of approximately $ 6,436 beginning 18 months after the lease commences.

use property.

The term of the lease commences upon our delivery of the completed hotel, which we estimate to occur in the second quarter of 2023.

Sonesta has two options to extend the term for 10 years each.

Pursuant to the lease agreement, Sonesta will pay us annual base rent of approximately $ 6,436 beginning 18 months after the lease commences.

The annual base rent will increase by 10 % every five years throughout the term.

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We estimate that the total cost to build the hotel space will be approximately $ 66,000 .

Adam Portnoy is a director and controlling shareholder of Sonesta and Ms.

Jennifer Clark is also a director of Sonesta.

On July 1, 2019, we sold all of the 2,801,060 shares of class A common stock of RMR Inc.

that we owned in an underwritten public offering at a price to the public of $ 40.00 per share pursuant to an underwriting agreement among us, RMR Inc., certain other REITs managed by RMR LLC that also sold their class A common stock of RMR Inc.

in the offering and the underwriters named therein.

We received net proceeds of $ 104,674 from this sale, after deducting underwriting discounts and commissions and other offering expenses.

Until its dissolution on February 13, 2020, we, ABP Trust and five other companies to which RMR LLC provides management services owned AIC in equal portions.

We and the other AIC shareholders historically participated in a combined property insurance program arranged and insured or reinsured in part by AIC until June 30, 2019.

We paid aggregate annual premiums, including taxes and fees, of $ 1,211 in connection with this insurance program for the policy year ended June 30, 2019.

Properties we acquired as a result of our acquisition of SIR on December 31, 2018 were already previously included in this insurance program because SIR was a participant in the program.

SIR paid an annual premium, including taxes and fees, of $ 1,666 in connection with this insurance program for the policy year ended June 30, 2019.

In connection with AIC’s dissolution, we and each other AIC shareholder received an initial liquidating distribution of $ 9,000 from AIC in December 2019, an additional liquidating distribution of $ 287 in June 2020 and a final liquidating distribution of $ 11 in December 2021.

As of December 31, 2020, our investment in AIC had a carrying value of $ 11 , which was included in other assets in our consolidated balance sheet.

We recognized income of $ 281 related to our investment in AIC for the year ended December 31, 2019.

This amount is included in equity in net losses of investees in our consolidated statements of comprehensive income (loss).

Our other comprehensive income (loss) includes our proportionate part of unrealized gains (losses) on securities which were owned and held for sale by AIC of $ 90 related to our investment in AIC for the year ended December 31, 2019.

Portnoy is a director and controlling shareholder of Sonesta and Ms.

Clark is a director of Sonesta.

Another officer and employee of RMR is a director and the president and chief executive officer of Sonesta.

Affiliates Insurance Company .

Until its dissolution on February 13, 2020, we, ABP Trust and five other companies to which RMR provides management services owned Affiliates Insurance Company, or AIC, in equal portions.

In connection with AIC’s dissolution, we and each other AIC shareholder received a liquidating distribution of $ 287 in June 2020 and a final liquidating distribution of $ 11 in December 2021.

Concentration

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We define annualized rental income as the annualized contractual base rents from our tenants pursuant to our lease agreements as of the measurement date, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization.

As of December 31, 2021, the U.S.

government, 11 state governments and four other government tenants combined were responsible for approximately 28.9 % of our annualized rental income.

As of December 31, 2020 and 2019, the U.S government, 11 state governments and two other government tenants combined were responsible for approximately 35.3 % and 35.5 % of our annualized rental income, respectively.

As of December 31, 2022, 2021 and 2020, the U.S.

government and certain state and other government tenants combined were responsible for approximately 28.5 %, 28.9 % and 35.3 %, respectively, of our annualized rental income.

government is our largest tenant by annualized rental income and represented approximately 19.7 %, 19.5 %, and 25.2 % of our annualized rental income as of December 31, 2022, 2021 and 2020, respectively.

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At December 31, 2022, our 160 wholly owned properties were located in 30 states and the District of Columbia.

Properties located in Virginia, California, the District of Columbia, Illinois and Georgia were responsible for approximately 12.4 %, 10.5 %, 9.8 %, 9.2 %, and 8.2 % of our annualized rental income as of December 31, 2021, respectively.

Properties located in California, Virginia, Illinois, the District of Columbia and Georgia were responsible for approximately 11.7 %, 11.0 %, 10.8 %, 10.5 %, and 9.0 % of our annualized rental income as of December 31, 2022, respectively.

OFFICE PROPERTIES INCOME TRUST

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Senior unsecured notes, 2.400 % interest rate, due in 2027

Senior unsecured notes, 2.400 % interest rate, due in 2027 (3)

Senior unsecured notes, 3.450 % interest rate, due in 2031 (4)

Senior unsecured notes, 5.875 % interest rate, due in 2046 (5)

350,000 350,000

Senior unsecured notes, 3.450 % interest rate, due in 2031

400,000 400,000

Mortgage note payable, 8.150 % interest rate, due in 2021 (6)

Mortgage note payable, 4.220 % interest rate, due in 2022 (7)

Senior unsecured notes, 6.375 % interest rate, due in 2050

162,000 162,000

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2,457,000 2,610,301

2,610,301 2,242,842

Unamortized debt premiums, discounts and issuance costs ( 24,208 ) ( 32,351 )

$ 2,432,792 $ 2,577,950

(1) These senior notes were redeemed in September 2021.

(2) These senior notes were issued in May 2021.

(3) These senior notes were issued in August 2021.

(4) These senior notes were issued in September 2021.

(1) These senior notes were redeemed in June 2022.

(6) This mortgage note was paid in full as of its maturity date.

(7) In February 2022, we gave notice of our intention to prepay this mortgage note at par plus accrued interest.

We expect to make this prepayment in April 2022.

(8) This mortgage note was prepaid in June 2021.

(2) This mortgage note was prepaid, at par plus accrued interest, in April 2022.

(3) This mortgage note was prepaid, at a discounted amount of $ 22,176 plus accrued interest, in October 2022.

Our $ 750,000 revolving credit facility is governed by a credit agreement, or our credit agreement, with a syndicate of institutional lenders that includes a feature under which the maximum aggregate borrowing availability may be increased to up to $ 1,950,000 in certain circumstances.

Our $ 750,000 revolving credit facility is available for general business purposes, including acquisitions.

The maturity date of our revolving credit facility is January 31, 2023 and, subject to our payment of an extension fee and meeting certain other conditions, we have the option to extend the stated maturity date of our revolving credit facility by two additional six month periods.

In November 2022, we exercised our option to extend the maturity date of our revolving credit facility to July 31, 2023 and paid an extension fee of $ 469 and, subject to our payment of an extension fee and meeting certain other conditions, we have the option to extend the maturity date of our revolving credit facility by one additional six month period.

We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayment is due until maturity.

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Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings.

As of December 31, 2021 and 2020, the annual interest rate payable on borrowings under our revolving credit facility was 1.2 %.

As of December 31, 2022 and 2021, the annual interest rate payable on borrowings under our revolving credit facility was 5.4 % and 1.2 %, respectively.

The weighted average annual interest rate for borrowings under our revolving credit facility was 4.0 %, 1.2 % and 2.0 % for the years ended December 31, 2022, 2021 and 2020, respectively.

As of December 31, 2021 and February 15, 2022, we had no amounts outstanding under our revolving credit facility and $ 750,000 available for borrowing.

Our credit agreement and senior unsecured notes indentures and their supplements provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR LLC ceasing to act as our business and property manager.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

credit agreement and senior unsecured notes indentures and their supplements also contain covenants, including covenants that restrict our ability to incur debts, require us to comply with certain financial covenants and, in the case of our credit agreement, restrict our ability to make distributions under certain circumstances.

As of December 31, 2022 and February 14, 2023, we had $ 195,000 and $ 220,000 , respectively, outstanding under our revolving credit facility and $ 555,000 and $ 530,000 , respectively, available for borrowing.

Our credit agreement and senior unsecured notes indentures and their supplements provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR ceasing to act as our business and property manager.

Our credit agreement and senior unsecured notes indentures and their supplements also contain covenants, including covenants that restrict our ability to incur debts, require us to comply with certain financial covenants and, in the case of our credit agreement, restrict our ability to make distributions under certain circumstances.

We believe we were in compliance with the terms and conditions of the respective covenants under our credit agreement and senior unsecured notes indentures and their supplements at December 31, 2022.

Senior Unsecured Note Issuances

In May 2021, we issued $ 300,000 of 2.650 % senior unsecured notes due 2026 in an underwritten public offering, raising net proceeds of $ 296,826 , after deducting underwriters’ discounts and offering expenses.

These notes require semi-annual payments of interest only through maturity on June 15, 2026 and may be repaid at par plus accrued and unpaid interest on or after May 15, 2026.

In August 2021, we issued $ 350,000 of 2.400 % senior unsecured notes due 2027 in an underwritten public offering, raising net proceeds of $ 346,607 , after deducting underwriters’ discounts and offering expenses.

These notes require semi-annual payments of interest only through maturity on February 1, 2027 and may be repaid at par plus accrued and unpaid interest on or after January 1, 2027.

In September 2021, we issued $ 400,000 of 3.450 % senior unsecured notes due 2031 in an underwritten public offering, raising net proceeds of $ 395,632 , after deducting underwriters’ discounts and offering expenses.

These notes require semi-annual payments of interest only through maturity on October 15, 2031 and may be repaid at par plus accrued and unpaid interest on or after July 15, 2031.

Senior Unsecured Note Redemptions

In June 2021, we redeemed, at par plus accrued interest, all $ 310,000 of our 5.875 % senior unsecured notes due 2046.

As a result of this redemption, we recognized a loss on early extinguishment of debt of $ 8,581 during the year ended December 31, 2021, from the write off of unamortized debt issuance costs.

In September 2021, we redeemed, at a premium plus accrued interest, all $ 300,000 of our 4.15 % senior unsecured notes due 2022.

As a result of this redemption, we recognized a loss on early extinguishment of debt of $ 2,274 during the year ended December 31, 2021, from a prepayment penalty and the write off of unamortized discounts.

Mortgage Note Repayment

In June 2021, we prepaid, at a premium plus accrued interest, a mortgage note secured by three properties with an outstanding principal balance of $ 71,000 , an annual interest rate of 3.55 % and a maturity date in May 2023.

As a result of the prepayment of this mortgage note, we recognized a loss on early extinguishment of debt of $ 3,213 during the year ended December 31, 2021, from a prepayment penalty and the write off of unamortized discounts.

At December 31, 2021, three of our properties with an aggregate net book value of $ 188,130 were encumbered by mortgage notes with an aggregate principal amount of $ 98,301 .

Our mortgage notes are non-recourse, subject to certain limited exceptions and do not contain any material financial covenants.

None of our unsecured debt obligations require sinking fund payments prior to their maturity dates.

OFFICE PROPERTIES INCOME TRUST

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(dollars in thousands, except per share amounts)

The required principal payments due during the next five years and thereafter under all our outstanding consolidated debt as of December 31, 2021 are as follows:

Senior Unsecured Note Redemption

In June 2022, we redeemed, at par plus accrued interest, all $ 300,000 of our 4.00 % senior unsecured notes due July 2022.

As a result of this redemption, we recognized a loss on early extinguishment of debt of $ 77 during the year ended December 31, 2022, from the write off of unamortized discounts and debt issuance costs.

Mortgage Note Prepayments

In April 2022, we prepaid, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $ 24,863 , an annual interest rate of 4.22 % and a maturity date in July 2022.

In October 2022, we prepaid, at a discounted amount of $ 22,176 plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $ 22,901 , an annual interest rate of 4.80 % and a maturity date in June 2023.

As a result of this discounted prepayment, we recognized a gain on early extinguishment of debt of $ 759 during the year ended December 31, 2022, after the write off of unamortized premiums and debt issuance costs.

At December 31, 2022, one of our properties with a net book value of $ 55,071 was encumbered by a mortgage note with a principal balance of $ 50,000 .

Our mortgage note is non-recourse, subject to certain limited exceptions, and does not contain any material financial covenants.

None of our unsecured debt obligations require sinking fund payments prior to their maturity dates.

The required principal payments due during the next five years and thereafter under all our outstanding consolidated debt as of December 31, 2022 were as follows:

Year Principal Payment

2023 $ 245,000

Thereafter 562,000

Total $ 2,457,000 (1)

(1) In February 2022, we gave notice of our intention to prepay, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $ 25,055 at December 31, 2021, an annual interest rate of 4.22 % and a maturity date in July 2022.

(1) Total consolidated debt outstanding as of December 31, 2022, net of unamortized premiums, discounts and issuance costs totaling $ 24,208 , was $ 2,432,792 .

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Fair Value of Assets and Liabilities

The following table presents certain of our assets measured at fair value at December 31, 2021, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:

Fair Value at Reporting Date Using

Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)

Non-recurring Fair Value Measurements Assets

Assets of properties held for sale (1)

$ 10,600 $ — $ 10,600 $ —

(1) We recorded impairment charges of $ 6,991 to reduce the carrying value of two properties that are classified as held for sale in our consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 555 , based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP).

See Note 3 for more information.

In addition to the assets described in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, accounts payable, a revolving credit facility, senior unsecured notes, mortgage notes payable, amounts due to related persons, other accrued expenses and security deposits.

Our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, accounts payable, a revolving credit facility, senior unsecured notes, a mortgage note payable, amounts due to related persons, other accrued expenses and security deposits.

At December 31, 2022 and 2021, the fair values of our financial instruments approximated their carrying values in our consolidated financial statements, due to their short term nature or floating interest rates, except as follows:

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156,711 113,075 156,519 177,098

Senior unsecured notes, 5.875 % interest rate, due in 2046 (6)

— — 301,264 322,028

Senior unsecured notes, 6.375 % interest rate, due in 2050

156,519 177,098 156,326 171,590

Mortgage notes payable (3)

49,917 49,099 98,178 100,294

Total $ 2,237,792 $ 1,840,543 $ 2,577,950 $ 2,661,462

(1) Includes unamortized debt premiums, discounts and issuance costs totaling $ 24,208 and $ 32,351 as of December 31, 2022 and 2021, respectively.

(2) These senior notes were redeemed in September 2021.

(3) These senior notes were issued in May 2021.

(4) These senior notes were issued in August 2021.

(5) These senior notes were issued in September 2021.

(2) These senior notes were redeemed in June 2022.

We estimated the fair values of our senior unsecured notes (except for our senior unsecured notes due 2046 and 2050) using an average of the bid and ask price of the notes (Level 2 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

We estimated the fair values of our senior unsecured notes due 2046 and 2050 based on the closing price on Nasdaq (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

(3) Balance as of December 31, 2021 includes a mortgage note secured by one property with an outstanding principal amount of $ 25,055 that was prepaid, at par plus accrued interest, in April 2022 and a mortgage note secured by one property with an outstanding principal balance of $ 23,246 that was prepaid, at a discounted amount of $ 22,176 plus accrued interest, in October 2022.

We estimated the fair values of our senior unsecured notes (except for our senior unsecured notes due 2050) using an average of the bid and ask price of the notes (Level 2 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

We estimated the fair values of our senior unsecured notes due 2050 based on the closing price on Nasdaq (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

We estimated the fair values of our mortgage notes payable using discounted cash flow analyses and currently prevailing market rates (Level 3 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

Because Level 3 inputs are unobservable, our estimated fair values may differ materially from the actual fair values.

Shareholders’ Equity

We have common shares available for issuance under the terms of our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan.

During the years ended December 31, 2022, 2021 and 2020, we awarded to our officers and other employees of RMR annual share awards of 141,200 , 117,800 and 108,600 of our common shares, respectively, valued at $ 2,470 , $ 2,994 and $ 2,502 , in aggregate, respectively.

We also awarded each of our then Tr ustees 3,500 of our common shares in each of 2022, 2021 and 2020 as part of their annual compensation.

These awards had aggregate values of $ 593 ($ 66 per Trustee), $ 837 ($ 105 p er Trustee) and $ 745 ($ 93 per Trustee) in 2022, 2021 and 2020, respectively.

The values of the share awards were based upon the closing price of our common shares trading on Nasdaq on the date of award.

The common shares awarded to our officers and certain other employees of RMR vest in five equal annual installments beginning on the date of award.

The common shares awarded to our Trustees vest immediately.

We recognize share forfeitures as they occur and include the value of awarded shares in general and administrative expenses ratably over the vesting period.

OFFICE PROPERTIES INCOME TRUST

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(dollars in thousands, except per share amounts)

Shareholders’ Equity

We have common shares available for issuance under the terms of our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan.

During the years ended December 31, 2021, 2020 and 2019, we awarded to our officers and other employees of RMR LLC annual share awards of 117,800 , 108,600 and 103,100 of our common shares, respectively, valued at $ 2,994 , $ 2,502 and $ 3,080 , in aggregate, respectively.

We also awarded each of our then eight Trustees 3,500 of our common shares in each of 2021 and 2020, and 3,000 of our common shares in 2019 as part of their annual compensation.

These awards had aggregate values of $ 837 ($ 105 per Trustee), $ 745 ($ 93 per Trustee) and $ 575 ($ 72 per Trustee) in 2021, 2020 and 2019, respectively.

In addition, we awarded 3,000 of our common shares, with a value of $ 270 ($ 90 per Trustee) in connection with the election of three of our Trustees in 2019.

The values of the share awards were based upon the closing price of our common shares trading on Nasdaq on the date of grant.

The common shares awarded to our Trustees vested immediately.

The common shares awarded to our officers and certain other employees of RMR LLC vest in five equal annual installments beginning on the date of award.

We recognize share forfeitures as they occur.

We include the value of awarded shares in general and administrative expenses ratably over the vesting period.

A summary of shares awarded, forfeited, vested and unvested under the terms of the 2009 Plan for the years ended December 31, 2022, 2021 and 2020, is as follows:

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Share Purchases

During the years ended December 31, 2021, 2020 and 2019, we purchased 37,801 , 19,589 and 15,588 of our common shares, respectively, valued at weighted average share prices of $ 26.55 , $ 22.15 and $ 29.76 per common share, respectively, from certain of our current and former Trustees and officers and certain current and former officers and employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

During the years ended December 31, 2022, 2021 and 2020, w e purchased 30,821 , 37,801 and 19,589 of o ur common shares, respectively, valued at weighted average sh are prices of $ 17.54 , $ 26.55 and $ 22.15 per c ommon share, respectively, from certain of our current and former Trustees and officers and certain current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

Distributions

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2020 $ 2.20 $ 106,121 — % 100.00 % — %

On January 13, 2022, we declared a distribution payable to common shareholders of record on January 24, 2022 in the amount of $ 0.55 per share, or approximately $ 26,600 .

On January 12, 2023, we declared a regular quarterly distribution payable to common shareholders of record on January 23, 2023 in the amount of $ 0.55 per share, or approximately $ 26,700 .

We expect to pay this distribution on or about February 16, 2023.

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Acquired Original

Inverness Center Birmingham, AL 3 $ — $ 5,907 $ 12,098 $ 1,590 $ ( 7,717 ) $ 3,823 $ 8,055 $ 11,878 $ — 12/31/2018 1984

445 Jan Davis Drive Huntsville, AL 1 $ — $ 1,501 $ 1,492 $ — $ — $ 1,501 $ 1,492 $ 2,993 $ ( 160 ) 12/31/2018 2007

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350 Spectrum Loop Colorado Springs, CO 1 — 3,650 7,732 573 — 3,650 8,305 11,955 ( 933 ) 12/31/2018 2000

333 Inverness Drive South Englewood, CO 1 — 5,711 4,543 63 — 5,711 4,606 10,317 ( 408 ) 12/31/2018 1998

12795 West Alameda Parkway Lakewood, CO 1 — 2,640 23,777 1,535 — 2,640 25,312 27,952 ( 8,177 ) 1/15/2010 1988

Corporate Center Lakewood, CO 3 — 2,887 27,537 2,689 — 2,887 30,226 33,113 ( 14,630 ) 10/11/2002 1980

OFFICE PROPERTIES INCOME TRUST

10 unchanged sentences

Acquired Original

12795 West Alameda Parkway Lakewood, CO 1 — 2,640 23,777 1,441 — 2,640 25,218 27,858 ( 7,510 ) 1/15/2010 1988

Corporate Center Lakewood, CO 3 — 2,887 27,537 4,101 — 2,887 31,638 34,525 ( 15,258 ) 10/11/2002 1980

11 Dupont Circle, NW Washington, DC 1 — 28,255 44,743 18,712 — 28,255 63,455 91,710 ( 10,002 ) 10/2/2017 1974

15 unchanged sentences

4712 Southpark Boulevard Ellenwood, GA 1 — 1,390 19,635 248 — 1,390 19,883 21,273 ( 5,152 ) 7/25/2012 2005

91-209 Kuhela Street Kapolei, HI 1 — 1,998 — 3 — 1,992 9 2,001 — 12/31/2018 Land

8305 NW 62nd Avenue Johnston, IA 1 — 2,649 7,997 — — 2,649 7,997 10,646 ( 887 ) 12/31/2018 2011

7 unchanged sentences

7601 and 7635 Interactive Way Indianapolis, IN 2 — 3,337 14,522 34 — 3,337 14,556 17,893 ( 1,517 ) 12/31/2018 2003

Intech Park Indianapolis, IN 3 — 4,170 69,759 10,389 — 4,170 80,148 84,318 ( 23,417 ) 10/14/2011 2000;

7125 Industrial Road Florence, KY 1 — 1,698 11,722 293 — 1,698 12,015 13,713 ( 3,030 ) 12/31/2012 1980

251 Causeway Street Boston, MA 3 — 26,851 36,756 4,662 — 26,851 41,418 68,269 ( 7,688 ) 8/17/2010 1987

OFFICE PROPERTIES INCOME TRUST

10 unchanged sentences

Acquired Original

Intech Park Indianapolis, IN 3 — 4,170 69,759 9,542 — 4,170 79,301 83,471 ( 20,726 ) 10/14/2011 2000;

The Atrium at Circleport II Erlanger, KY 1 — 1,796 1,933 578 — 1,796 2,511 4,307 ( 287 ) 12/31/2018 1999

7125 Industrial Road Florence, KY 1 — 1,698 11,722 293 — 1,698 12,015 13,713 ( 2,711 ) 12/31/2012 1980

251 Causeway Street Boston, MA 3 — 26,851 36,756 3,665 — 26,851 40,421 67,272 ( 6,205 ) 8/17/2010;

8/3/2021 1987

The Connect Chelmsford, MA 2 — 4,700 — 8,256 — 4,700 8,256 12,956 ( 496 ) 12/31/2018 1984

300 Billerica Road Chelmsford, MA 1 — 2,223 — 45 — 2,223 45 2,268 ( 13 ) 12/31/2018 1984

330 Billerica Road Chelmsford, MA 1 — 2,477 — 10,103 — 2,477 10,103 12,580 ( 1,113 ) 12/31/2018 1984

75 Pleasant Street Malden, MA 1 — 1,050 31,086 856 — 1,050 31,942 32,992 ( 10,300 ) 5/24/2010 2008

21 unchanged sentences

299 Jefferson Road Parsippany, NJ 1 — 4,543 2,914 935 — 4,543 3,849 8,392 ( 554 ) 12/31/2018 2011

One Jefferson Road Parsippany, NJ 1 — 4,415 5,249 63 — 4,415 5,312 9,727 ( 588 ) 12/31/2018 2009

Airline Corporate Center Colonie, NY 1 — 790 6,400 1,827 — 790 8,227 9,017 ( 1,876 ) 6/22/2012 2004

1212 Pittsford - Victor Road Pittsford, NY 1 — 608 78 847 — 608 925 1,533 ( 106 ) 12/31/2018 1965

OFFICE PROPERTIES INCOME TRUST

10 unchanged sentences

Acquired Original

One Jefferson Road Parsippany, NJ 1 — 4,415 5,249 63 — 4,415 5,312 9,727 ( 439 ) 12/31/2018 2009

Airline Corporate Center Colonie, NY 1 — 790 6,400 1,141 — 790 7,541 8,331 ( 1,652 ) 6/22/2012 2004

5000 Corporate Court Holtsville, NY 1 — 6,530 17,711 4,330 — 6,530 22,041 28,571 ( 5,956 ) 8/31/2011 2000

1212 Pittsford - Victor Road Pittsford, NY 1 — 608 78 538 — 608 616 1,224 ( 67 ) 12/31/2018 1965

2231 Schrock Road Columbus, OH 1 — 716 217 578 — 716 795 1,511 ( 98 ) 12/31/2018 1999

4600 25th Avenue Salem, OR 1 — 6,510 17,973 6,355 — 6,510 24,328 30,838 ( 5,918 ) 12/20/2011 1957

8800 Tinicum Boulevard Philadelphia, PA 1 — 5,573 22,686 5,934 — 5,573 28,620 34,193 ( 2,738 ) 12/31/2018 2000

5 unchanged sentences

202 North Castlegory Road Houston, TX 1 — 863 5,024 8 — 863 5,032 5,895 ( 524 ) 12/31/2018 2016

6380 Rogerdale Road Houston, TX 1 — 12,628 6,113 1,092 — 12,628 7,205 19,833 ( 550 ) 12/31/2018 2006

John Carpenter Freeway Irving, TX 1 — 1,413 2,365 1,843 — 1,413 4,208 5,621 ( 1,091 ) 12/31/2018 1995

8 unchanged sentences

14660, 14672 & 14668 Lee Road Chantilly, VA 3 — 6,966 74,214 7,567 — 6,966 81,781 88,747 ( 12,503 ) 12/22/2016 1998;

1434 Crossways Chesapeake, VA 2 — 3,617 19,527 2,673 — 3,617 22,200 25,817 ( 2,680 ) 10/2/2017 1998

Enterchange at Meadowville Chester, VA 1 — 1,478 9,594 1,369 — 1,478 10,963 12,441 ( 2,367 ) 8/28/2013 1999

Three Flint Hill Fairfax, VA 1 — 5,991 25,536 3,118 — 5,991 28,654 34,645 ( 4,356 ) 10/2/2017 1984

7987 Ashton Avenue Manassas, VA 1 — 1,562 8,253 1,069 — 1,562 9,322 10,884 ( 1,628 ) 1/3/2017 1989

Two Commercial Place Norfolk, VA 1 — 4,494 21,508 780 — 4,494 22,288 26,782 ( 2,350 ) 12/31/2018 1974

1759 Business Center Drive Reston, VA 1 — 4,033 28,517 1,562 — 4,033 30,079 34,112 ( 6,349 ) 5/28/2014 1987

1760 Business Center Drive Reston, VA 1 — 5,033 50,141 6,251 — 5,033 56,392 61,425 ( 11,959 ) 5/28/2014 1987

1775 Wiehle Avenue Reston, VA 1 — 4,138 26,120 4,552 — 4,138 30,672 34,810 ( 4,218 ) 10/2/2017 2001

9201 Forest Hill Avenue Richmond, VA 1 — 1,344 375 580 — 1,344 955 2,299 ( 165 ) 12/31/2018 1985

9960 Mayland Drive Richmond, VA 1 — 2,614 15,930 3,812 — 2,614 19,742 22,356 ( 4,402 ) 5/20/2014 1994

1751 Blue Hills Drive Roanoke, VA 1 — 2,689 7,761 — — 2,689 7,761 10,450 ( 861 ) 12/31/2018 2003

Atlantic Corporate Park Sterling, VA 2 — 5,752 29,316 2,885 — 5,752 32,201 37,953 ( 4,536 ) 10/2/2017 2008

Orbital Sciences Campus Sterling, VA 3 — 12,275 19,320 1,876 — 12,275 21,196 33,471 ( 2,429 ) 12/31/2018 2001

OFFICE PROPERTIES INCOME TRUST

10 unchanged sentences

Acquired Original

1759 & 1760 Business Center Drive Reston, VA 2 — 9,066 78,658 7,007 — 9,066 85,665 94,731 ( 15,947 ) 5/28/2014 1987

1775 Wiehle Avenue Reston, VA 1 — 4,138 26,120 2,000 — 4,138 28,120 32,258 ( 3,312 ) 10/2/2017 2001

9201 Forest Hill Avenue Richmond, VA 1 — 1,344 375 466 — 1,344 841 2,185 ( 100 ) 12/31/2018 1985

9960 Mayland Drive Richmond, VA 1 — 2,614 15,930 3,392 — 2,614 19,322 21,936 ( 3,720 ) 5/20/2014 1994

Parham Place Richmond, VA 3 — 913 1,099 563 — 913 1,662 2,575 ( 132 ) 12/31/2018 1989;

1751 Blue Hills Drive Roanoke, VA 1 — 2,689 7,761 — — 2,689 7,761 10,450 ( 645 ) 12/31/2018 2003

Atlantic Corporate Park Sterling, VA 2 — 5,752 29,316 2,713 — 5,752 32,029 37,781 ( 3,499 ) 10/2/2017 2008

Orbital Sciences Campus Sterling, VA 3 — 12,275 19,320 780 — 12,275 20,100 32,375 ( 1,754 ) 12/31/2018 2001

Sterling Business Park Lots 8 and 9 Sterling, VA 1 — 5,871 44,324 103 — 5,871 44,427 50,298 ( 4,714 ) 10/2/2017 2016

Sterling Park Business Center Sterling, VA 1 — 5,871 44,324 109 — 5,871 44,433 50,304 ( 5,832 ) 10/2/2017 2016

65 Bowdoin Street S.

Burlington, VT 1 — 700 8,416 140 — 700 8,556 9,256 ( 2,742 ) 4/9/2010 2009

840 North Broadway Everett, WA 2 — 3,360 15,376 3,228 — 3,360 18,604 21,964 ( 4,189 ) 6/28/2012 1985

Stevens Center Richland, WA 2 — 3,970 17,035 4,737 — 4,042 21,700 25,742 ( 12,262 ) 3/31/1997 1995

351, 401, 501 Elliott Ave West Seattle, WA 3 — 26,640 52,740 5,782 — 26,640 58,522 85,162 ( 4,705 ) 12/31/2018 2000

Unison Elliott Bay-Lab Space Seattle, WA 2 — 17,316 34,281 49,266 — 17,316 83,547 100,863 ( 4,180 ) 12/31/2018 2000

Unison Elliott Bay-Office Space Seattle, WA 1 — 9,324 18,459 2,122 — 9,324 20,581 29,905 ( 2,251 ) 12/31/2018 2000

5353 Yellowstone Road Cheyenne, WY 1 — 1,915 8,217 2,085 — 1,950 10,267 12,217 ( 5,872 ) 3/31/1997 1995

1 unchanged sentence

Properties Held for Sale

2115 East Jefferson Street (4)

Rockville, MD 1 — 3,349 11,152 592 ( 8,646 ) 1,678 4,769 6,447 — 8/27/2013 1981

Greenbrier Towers (5)

Chesapeake, VA 2 — 3,437 11,241 3,067 — 3,437 14,308 17,745 ( 2,354 ) 10/2/2017 1985

11050 West Liberty Drive Milwaukee, WI 1 — 945 4,539 103 ( 1,989 ) 781 2,817 3,598 — 6/9/2011 2006

Parham Place (4)

Richmond, VA 3 — 913 1,099 572 — 913 1,671 2,584 ( 188 ) 6/9/2011 2006

3 — 913 1,099 572 — 913 1,671 2,584 ( 188 )

3 unchanged sentences

Aggregate cost for federal income tax purposes is approximately $ 7,360,476 .

(3) Depreciation on building and improvements is provided for periods ranging up to 40 years and on equipment up to 12 years.

(4) This property was sold in January 2022.

(5) These properties were sold in February 2022.

(3) Depreciation on building and improvements is provided for periods ranging up to 40 years and on equipment up to seven years .

(4) Properties were sold in January 2023.

OFFICE PROPERTIES INCOME TRUST

53 unchanged sentences

Somers Independent Trustee February 15, 2023

Talley Independent Trustee February 15, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures