What changed in this filing

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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-15 · 296 added, 248 removed, 962 unchanged (36% 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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Other Information

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

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.

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

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

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

3.2 Amended and Restated Bylaws of the Company, adopted March 27, 2019.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 28, 2019.)

3.2 Second Amended and Restated Bylaws of the Company, adopted June 13, 2023.

(Incorporated by reference to the Company's Current Report on Form 8-K filed on June 13, 2023.)

4.1 Form of Common Share Certificate.

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(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.

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

4.12 I ndenture, dated as of February 12, 2024, among the Company, ce rtain of its subsidiari es named therein and U.S.

Bank Trust Company, National Association.

(Incorporated by reference to the Company ’ s Current Report on Form 8-K f iled on February 12, 2024.)

4.13 Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust) and Adam D.

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10.8 Form of Indemnification Agreement.

(+) (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.

(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 17, 2022.)

10.10 Amended and Restated Credit Agreement, dated as of December 13, 2018, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions initially a signatory thereto.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 17, 2018.)

(+) (Filed herewith.)

10.9 Second Amended and Restated Credit Agreement, dated as of January 29 , 2024, among the Company, certain subsidiaries of the Company named therein, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions initially a signatory thereto.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 30 , 2024.)

10.10 P ledge Agreement, d ated as of January 29, 2024, among certain subsidiaries of the Company party thereto and Wells Fargo Bank, National Association, as Collateral Agent.

( Inc orporated by reference to the Company ’ s Current Report on Form 8-K filed on January 30, 2024.

10.11 P ledge Agreement, dated as of January 29, 2024, between the Company and Wells Fargo Bank, National Association, as Collateral Agent.

( Incorporated by reference to the Company ’ s Current Report on Form 8-K filed on January 30, 2024.

21.1 Subsidiaries of the Company.

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(Filed herewith.)

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31.3 Rule 13a-14(a) Certification.

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(Furnished herewith.)

97.1 Clawback Policy.

(Filed herewith.)

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.)

99.2 Letter Agreement, dated as of May 25, 2023, 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 June 30, 2023.)

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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Form 10-K Summary

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Report of Independent Registered Public Accounting Firm

To the Trustees and Shareholders of Office Properties Income Trust

To the Board of Trustees and Shareholders of Office Properties Income Trust

Opinion on the Financial Statements

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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.

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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

To the Trustees and Shareholders of Office Properties Income Trust

To the Board of Trustees and Shareholders of Office Properties Income Trust

Opinion on Internal Control over Financial Reporting

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

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

Loss before income tax expense and equity in net losses of investees ( 46,867 ) ( 2,330 ) ( 5,428 )

Income tax expense ( 351 ) ( 270 ) ( 251 )

Equity in net losses of investees ( 3,031 ) ( 3,509 ) ( 2,501 )

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

Other comprehensive income:

Unrealized gain on financial instrument — — 200

Other comprehensive income — — 200

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

Loss on impairment of equity method investment ( 19,183 ) — —

Net loss ( 69,432 ) ( 6,109 ) ( 8,180 )

Weighted average common shares outstanding (basic and diluted) 48,389 48,278 48,195

Per common share amounts (basic and diluted):

Net income (loss) $ ( 0.14 ) $ ( 0.17 ) $ 0.14

Net loss $ ( 1.44 ) $ ( 0.14 ) $ ( 0.17 )

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

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Income Cumulative

Comprehensive

Income (Loss) Cumulative

Distributions Total

Balance at December 31, 2020 48,318,366 $ 483 $ 2,615,305 $ 183,895 $ ( 1,190,291 ) $ 1,609,392

Share grants 136,600 1 3,323 — — — 3,324

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

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

Common share grants 145,800 1 2,872 — — 2,873

Common share forfeitures and repurchases ( 38,501 ) — ( 1,008 ) — — ( 1,008 )

Net loss — — — ( 8,180 ) — ( 8,180 )

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

Balance at December 31, 2021 48,425,665 484 2,617,169 175,715 ( 1,296,659 ) 1,496,709

Share grants 145,800 1 2,872 — — — 2,873

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

Common share grants 172,700 2 2,914 — — 2,916

Common share forfeitures and repurchases ( 32,721 ) — ( 551 ) — — ( 551 )

Net loss — — — ( 6,109 ) — ( 6,109 )

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Balance at December 31, 2022 48,565,644 486 2,619,532 169,606 ( 1,403,289 ) 1,386,335

Share grants 172,700 2 2,914 — — — 2,916

Share forfeitures and repurchases ( 32,721 ) — ( 551 ) — — — ( 551 )

Common share grants 241,800 2 2,266 — — 2,268

Common share forfeitures and repurchases ( 52,029 ) — ( 305 ) — — ( 305 )

Net loss — — — ( 69,432 ) — ( 69,432 )

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CASH FLOWS FROM OPERATING ACTIVITIES:

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

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net loss $ ( 69,432 ) $ ( 6,109 ) $ ( 8,180 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation 107,460 96,966 92,266

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Equity in net losses of investees 3,031 3,509 2,501

Loss on impairment of equity method investment 19,183 — —

Change in assets and liabilities:

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Contributions to unconsolidated joint ventures ( 5,213 ) ( 3,851 ) —

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

Net cash used in investing activities ( 194,821 ) ( 4,624 ) ( 442,985 )

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Repayment of mortgage notes payable ( 50,000 ) ( 47,617 ) ( 72,541 )

Proceeds from issuance of mortgage notes payable 177,320 — —

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

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Distributions to common shareholders ( 63,187 ) ( 106,630 ) ( 106,368 )

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 )

Net cash provided by (used in) financing activities 67,560 ( 260,256 ) 249,153

Increase (decrease) in cash, cash equivalents and restricted cash 14,465 ( 72,266 ) 27,660

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

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Office Properties Income Trust, or OPI, we, us or our, is a real estate investment trust, or REIT, formed in 2009 under Maryland law.

As of December 31, 2022, our wholly owned properties were comprised of 160 properties containing approximately 20,969,000 rentable square feet and we 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, 2023, our wholly owned properties were comprised of 152 properties containing approximately 20,541,000 rentable square feet and we had noncontrolling ownership interests of 51 % and 50 % in two unconsolidated joint ventures that owned three properties totaling approximately 468,000 rentable square feet.

Summary of Significant Accounting Policies

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We amortize capitalized above market lease values (included in acquired real estate leases, net in our consolidated balance sheets) and below market lease values (presented as assumed real estate lease obligations, net in our consolidated balance sheets) as a reduction or increase, respectively, to rental income over the terms of the associated leases.

Such amortization resulted in net decreases to rental income of $ 975 , $ 2,288 and $ 5,440 during the years ended December 31, 2022, 2021 and 2020, respectively.

Such amortization resulted in a net increase to rental income of $ 252 during the year ended December 31, 2023 and net decreases to rental income of $ 975 and $ 2,288 during the years ended December 31, 2022 and 2021, respectively.

We amortize the value of acquired in place leases (included in acquired real estate leases, net in our consolidated balance sheets), exclusive of the value of above market and below market acquired in place leases, over the terms of the associated leases.

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We recorded amortization of deferred leasing costs of $ 8,737 , $ 6,869 and $ 6,691 , and reductions to rental income related to the amortization of inducements of $ 1,326 , $ 1,124 and $ 1,187 for the years ended December 31, 2023, 2022 and 2021, respectively.

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

Deferred leasing costs, excluding properties classified as held for sale, totaled $ 113,433 and $ 94,680 at December 31, 2023 and 2022, respectively, and accumulated amortization of deferred

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.

leasing costs totaled $ 26,462 and $ 21,582 at December 31, 2023 and 2022, respectively.

Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2023 are estimated to be $ 11,807 in 2024, $ 10,549 in 2025, $ 9,912 in 2026, $ 8,919 in 2027, $ 8,116 in 2028 and $ 37,668 thereafter.

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Costs related to the issuance or assumption of debt are capitalized and amortized to interest expense over the terms of the respective loans.

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, 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 prior $ 750,000 unsecured revolving credit facility, or our prior revolving credit facility, are included in other assets in our consolidated balance sheets.

As of December 31, 2023 and 2022, debt issuance costs for our prior revolving credit facility were $ 5,328 and $ 4,593 , respectively, and accumulated amortization of debt issuance costs for our prior revolving credit facility were $ 5,240 and $ 4,072 , 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, 2023 and 2022, debt issuance costs, net of accumulated amortization, for our senior unsecured notes and mortgage notes payable totaled $ 16,623 and $ 13,589 , respectively.

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.

Future amortization of debt issuance costs to be recognized with respect to our prior revolving credit facility, senior unsecured notes and mortgage notes payable as of December 31, 2023 are estimated to be $ 3,147 in 2024, $ 2,573 in 2025, $ 2,239 in 2026, $ 1,499 in 2027, $ 1,231 in 2028 and $ 6,022 thereafter.

Equity Method Investments.

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

As of December 31, 2023, we had noncontrolling ownership interests of 51 % and 50 % in two unconsolidated joint ventures that owned three properties.

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

We do not control the activities that are most significant to these joint ventures and, as a result, we account for our investments in these joint ventures under the equity method of accounting.

We did not control the activities that are most significant to these joint ventures and, as a result, we accounted for our investments in these joint ventures under the equity method of accounting.

See Note 4 for more information regarding our unconsolidated joint ventures.

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If the decline in fair value is judged to be other than temporary, we record an impairment charge to adjust the basis of the investment to its estimated fair value.

Other Liabilities.

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.

We initially accounted for this investment under the cost method of accounting and recorded this investment at its estimated fair value of $ 39,833 as of June 5, 2015 using Level 3 inputs, as defined in the fair value hierarchy under U.S.

generally accepted accounting principles, or GAAP.

As a result, we recorded a liability for the amount by which the estimated fair value of these shares exceeded the price we paid for these shares.

This liability is included in accounts payable and other liabilities in our consolidated balance sheets.

This liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to our business management and property management fee expense.

We amortized $ 1,087 of this liability during each of the years ended December 31, 2022, 2021 and 2020.

These amounts are included in the net business management and property management fee amounts for such periods disclosed in Note 6.

As of December 31, 2022, the remaining unamortized amount of this liability was $ 14,145 .

Future amortization of this liability as of December 31, 2022 is estimated to be $ 1,087 in 2023 through 2027 and $ 8,710 thereafter.

Revenue Recognition.

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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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Leases , to the combined component.

We apply Accounting Standards Codification 842, 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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See Note 5 for more information regarding our leases.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Income Taxes.

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We are, however, subject to certain state and local taxes.

Cumulative Other Comprehensive Income (Loss).

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.

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direct ownership of real estate properties.

New Accounting Pronouncements.

O n November 27, 2023, the Financial Accounting Standards Board issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, or ASU No.

2023-07, which requires public entities to:

(i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the Chief Operating Decision Maker, or the CODM, and included in each reported measure of segment profit or loss;

(ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Accounting Standards Codification 280, Segment Reporting, or ASC 280, in interim periods;

and (iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures.

Public entities with a single reportable segment must apply all the disclosure requirements of ASU No.

2023-07, as well as all the existing segment disclosures under ASC 280.

The amendments in ASU No.

2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact ASU No.

2023-07 will have on our consolidated financial statements and disclosures.

Per Common Share Amounts

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2023 2022 2021

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

Net loss $ ( 69,432 ) $ ( 6,109 ) $ ( 8,180 )

Income attributable to unvested participating securities ( 305 ) ( 427 ) —

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

Net loss used in calculating earnings per share $ ( 69,737 ) $ ( 6,536 ) $ ( 8,180 )

Denominators:

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48,389 48,278 48,195

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

Net loss per common share - basic and diluted $ ( 1.44 ) $ ( 0.14 ) $ ( 0.17 )

(1) For the years ended December 31, 2023, 2022 and 2021, 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.

For the year ended December 31, 2021, 34 unvested common shares 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, 2023, our wholly owned properties were comprised of 152 properties containing approximately 20,541,000 rentable square feet, with an undepreciated carrying value of $ 4,095,010 , including $ 29,331 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, 2022, we entered into 75 leases for approximately 2,562,000 rentable square feet for a

We also had noncontrolling ownership interests of 51 % and 50 % in two unconsolidated joint ventures that owned three properties containing approximately 468,000 rentable square feet.

We generally lease space at our properties on a gross lease,

OFFICE PROPERTIES INCOME TRUST

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(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.

modified gross lease or net lease basis pursuant to fixed term contracts expiring between 2024 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, 2023, we entered into 75 leases for approximately 1,698,000 rentable square feet for a weighted (by rentable square feet) average lease term of 8.5 years and we made commitments of $ 82,202 for leasing related costs.

As of December 31, 2023, we had estimated unspent leasing related obligations of $ 109,309 .

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2023 Acquisition Activities

In December 2023, we acquired a vacant land parcel adjacent to a property we own in Irving, TX for $ 2,750 , excluding acquisition related costs.

2022 Acquisition Activities

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

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(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

During the year ended December 31, 2020, we acquired two properties containing approximately 163,000 rentable square feet for an aggregate purchase price of $ 47,215 , including capitalized acquisition related costs of $ 590 .

These acquisitions were accounted for as asset acquisitions.

We allocated the purchase prices of these acquisitions based on the relative estimated fair values of the acquired assets as follows:

Acquisition Date Location Number of Properties Rentable Square Feet Purchase Price Land Buildings and Improvements Acquired Real Estate Leases

February 2020 Boston, MA 1 13,000 $ 11,864 $ 2,618 $ 9,246 $ —

December 2020 Fort Mill, SC 1 150,000 35,351 5,031 22,526 7,794

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

Disposition Activities

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2023 Disposition Activities

During the year ended December 31, 2023, we sold eight properties containing approximately 553,000 rentable square feet for an aggregate sales price of $ 44,874 , excluding closing costs.

Date of Sale Number of Properties Location Rentable Square Feet Gross

Sales Price (1)

Gain (Loss) on Sale of Real Estate

January 2023 3 Richmond, VA (2)

89,000 $ 5,350 $ 2,548

April 2023 1 Phoenix, AZ 107,000 4,900 511

June 2023 1 Vernon Hills, IL 100,000 2,825 ( 2,816 )

September 2023 1 Windsor Mill, MD 80,000 10,500 244

October 2023 1 Santa Clara, CA 66,000 16,049 705

November 2023 1 Chelmsford, MA 111,000 5,250 2,588

8 553,000 $ 44,874 $ 3,780

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

(2) Properties were classified as held for sale as of December 31, 2022.

As of December 31, 2023, we had one property located in Chicago, IL containing approximately 248,000 rentable square feet classified as held for sale in our consolidated balance sheets.

We recorded an $ 11,299 loss on impairment of real estate to reduce the carrying value of this property to its estimated fair value less costs to sell as of December 31, 2023.

As of February 14, 2024, we have entered into an agreement to sell this property for a sales price of $ 39,000 , 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.

2022 Disposition Activities

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.

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(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

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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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

2020 Disposition Activities

During the year ended December 31, 2020, we sold 10 properties containing approximately 906,000 rentable square feet for an aggregate sales price of $ 110,463 , excluding closing costs and including the repayment of one mortgage note with an outstanding principal balance of $ 13,095 , an annual interest rate of 5.9 % and a maturity date in August 2021.

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 2020 2 Stafford, VA 65,000 $ 14,063 $ 4,771 $ —

January 2020 1 Windsor, CT 97,000 7,000 314 —

February 2020 1 Lincolnshire, IL 223,000 12,000 1,179 —

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

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

October 2020 4 Fairfax, VA 171,000 25,100 16 2,954

10 906,000 $ 110,463 $ 10,855 $ 2,954

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

Unconsolidated Joint Ventures

We own interests in two joint ventures that own three properties.

We account for these investments under the equity method of accounting.

As of December 31, 2023, we owned interests in two joint ventures that owned three properties.

We accounted for these investments under the equity method of accounting.

As of December 31, 2023 and 2022, our investments in unconsolidated joint ventures consisted of the following:

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Total $ 18,128 $ 35,129 3 468,000

In October 2023, our joint venture partner in our 1750 H Street, NW joint venture failed to fund a $ 600 capital call and was in default of the joint venture agreement as of December 31, 2023.

During our periodic evaluation of our equity method investments for impairment, we determined that the estimated fair value of our investment in our 1750 H Street, NW joint venture was lower than our carrying value and the decline was other than temporary based on current market conditions and the default of our joint venture partner.

As a result, we recorded a loss on impairment of equity method investment of $ 19,183 during the year ended December 31, 2023 to fully write off its carrying value.

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:

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1750 H Street, NW (3)

3.69 % 8/1/2027 32,000

Weighted Average/Total 3.93 % $ 82,000

(1) Includes the effect of mark to market purchase accounting.

(2) Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interests in the joint ventures we do not own.

(2) Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interests in the joint ventures we did not own.

None of the debt is recourse to us.

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).

(3) In July 2023, the maturity date of this mortgage loan was extended by three years at the same interest rate.

As of December 31, 2023, the unamortized basis difference of our Prosperity Metro Plaza joint venture of $ 701 was primarily attributable to the difference between the amount we paid to purchase our interest in this joint venture, including transaction costs, and the historical carrying value of the net assets of this joint venture.

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

As of December 31, 2023, there was no unamortized basis difference for our 1750 H Street, NW joint venture.

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 $ 10,830 , $ 15,368 and $ 16,079 to record revenue on a straight line basis during the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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

We increased rental income by $ 26,194 , $ 10,830 and $ 15,368 to record revenue on a straight line basis during the years ended December 31, 2023, 2022 and 2021, respectively.

Rents receivable, excluding properties classified as held for sale, include $ 112,440 and $ 86,305 of straight line rent receivables at December 31, 2023 and 2022, respectively.

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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, 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.

As of December 31, 2023, eight of our tenants had

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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 eight tenants represented approximately 3.9 % of our total operating lease maturities as of December 31, 2023.

Leases where we are the lessee.

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

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.

Rent expense incurred under the lease, net of sublease revenue, was $ 79 for the year ended December 31, 2021.

Business and Property Management Agreements with RMR

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• 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 ;

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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 .

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

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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.

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• 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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.

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 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.

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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.

The net business management fees we recognized for each of the years ended December 31, 2023, 2022 and 2021 reflect a reduction of $ 603 , for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

We did not incur any incentive management fee pursuant to our business management agreement for the years ended December 31, 2023, 2022 or 2021.

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Pursuant to our property management agreement with RMR, we recognized aggregate net property management and construction supervision fees of $ 23,280 , $ 25,756 and $ 21,103 for each of the years ended December 31, 2023, 2022 and 2021, 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.

For the years ended December 31, 2022, 2021 and 2020, $ 15,839 , $ 16,507 and $ 17,328 , respectively, of the total net property management and construction supervision fees were expensed to other operating expenses in our consolidated statements of income (loss) and $ 9,917 , $ 4,596 and $ 3,446 , respectively, were capitalized as building improvements in our consolidated balance sheets.

The net property management and construction supervision fees we recognized for the years ended December 31, 2023, 2022 and 2021 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.

For the years ended December 31, 2023, 2022 and 2021, $ 14,890 , $ 15,839 and $ 16,507 , respectively, of the total net property management and construction supervision fees were expensed to other operating expenses in our consolidated statements of income (loss) and $ 8,390 , $ 9,917 and $ 4,596 ,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

respectively, were capitalized as building improvements in our consolidated balance sheets.

The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.

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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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(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.

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

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Related Person Transactions

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.

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.

The Chair of our

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Board of Trustees and one of our Managing Trustees, Adam D.

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.

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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.

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

Portnoy serves as chair of the boards and as a 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.

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

Our Manager, RMR .

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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.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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 second quarter of 2023.

as a mixed-use property.

Sonesta’s lease commenced in August 2023 and is for the full-service hotel component of the property that includes approximately 230,000 rentable square feet, which represents approximately 55 % of the total square feet upon completion of the redevelopment.

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.

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

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

Sonesta is also obligated to pay its pro rata share of the operating costs for the property.

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

As of December 31, 2023, we have paid approximately $ 66,000 of tenant improvement costs for the build out of the hotel space pursuant to the lease agreement.

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.

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

Terminated Merger Agreement with DHC .

On April 11, 2023, we and Diversified Healthcare Trust, or DHC, entered into an Agreement and Plan of Merger, or the Merger Agreement, pursuant to which we and DHC had agreed that DHC would merge with and into us, with us as the surviving entity in the merger, subject to the terms and conditions of the Merger Agreement.

On September 1, 2023, we and DHC mutually agreed to terminate the Merger Agreement and entered into a termination agreement, or the Termination Agreement.

The mutual termination of the Merger Agreement was separately recommended by our and DHC’s respective Special Committees of each Board of Trustees, and approved by our and DHC’s respective Board of Trustees.

Neither we nor DHC were required to pay any termination fee as a result of the mutual decision to terminate the Merger Agreement.

We and DHC bore our and its respective costs and expenses related to the Merger Agreement and the transactions contemplated thereby in accordance with the terms of the Merger Agreement.

We recorded $ 31,491 of expenses during the year ended December 31, 2023 related to the potential merger with DHC, which is included in acquisition and transaction related costs in our consolidated statement of comprehensive income (loss).

Contemporaneously with the execution of the Merger Agreement, on April 11, 2023, we and our manager, RMR, entered into a Third Amended and Restated Property Management Agreement, or the Amended Property Management Agreement.

The effectiveness of the Amended Property Management Agreement was conditioned upon the consummation of the merger.

Since the merger was not consummated, the Amended Property Management Agreement did not become effective and the Second Amended and Restated Property Management Agreement between us and RMR remains in effect.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Concentration

Tenant and Credit Concentration

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, 2023, 2022 and 2021, the U.S.

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government is our largest tenant by annualized rental income and represented approximately 19.5 %, 19.7 %, and 19.5 % of our annualized rental income as of December 31, 2023, 2022 and 2021, respectively.

Geographic Concentration

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

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

At December 31, 2022 and 2021, our outstanding indebtedness consisted of the following:

As of December 31, 2023, our 152 wholly owned properties were located in 30 states and the District of Columbia.

Properties located in California, Virginia, Illinois, District of Columbia and Texas were responsible for approximately 11.8 %, 11.6 %, 10.6 %, 9.3 %, and 8.8 % of our annualized rental income as of December 31, 2023, respectively.

As of December 31, 2023 and 2022, our outstanding indebtedness consisted of the following:

Revolving credit facility, due in 2024 $ 205,000 $ 195,000

Senior unsecured notes, 4.00 % interest rate, due in 2022 (1)

Senior unsecured notes, 4.25 % interest rate, due in 2024

350,000 350,000

Mortgage note payable, 3.700 % interest rate, due in 2023 (1)

Senior unsecured notes, 4.250 % interest rate, due in 2024

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350,000 350,000

Mortgage note payable, 8.272 % interest rate, due in 2028

Mortgage note payable, 8.139 % interest rate, due in 2028

Mortgage note payable, 7.671 % interest rate, due in 2028

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

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Mortgage note payable, 7.305 % interest rate, due in 2033

50,000 50,000

Mortgage note payable, 7.717 % interest rate, due in 2033

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

162,000 162,000

2,594,320 2,457,000

Unamortized debt premiums, discounts and issuance costs ( 21,711 ) ( 24,208 )

$ 2,572,609 $ 2,432,792

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

(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.

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.

We are required to pay interest at a rate of LIBOR plus a premium, which was 110 basis points per annum at December 31, 2022, on the amount outstanding under our revolving credit facility.

We also pay a facility fee on the total amount of lending commitments under our revolving credit facility, which was 25 basis points per annum at December 31, 2022.

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

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, 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.

(1) This mortgage note was repaid at maturity in June 2023.

In January 2024, we entered into an amended and restated credit agreement, or our credit agreement, governing a new $ 325,000 secured revolving credit facility and a $ 100,000 secured term loan.

Our credit agreement replaced our prior revolving credit facility, which had a maturity date of January 31, 2024.

As collateral for all loans and other obligations under our credit agreement, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on 19 properties that had an undepreciated carrying value, including lease intangibles, other assets and other liabilities, of $ 941,937 as of December 31, 2023.

We can borrow, repay, and reborrow funds available under our revolving credit facility until maturity, and no principal repayments on borrowings under our credit agreement are due until maturity.

The maturity date of our credit agreement is January 29, 2027 and, subject to the payment of an extension fee and meeting certain other requirements, we can extend the stated maturity date of our revolving credit facility by one year .

Our credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios, restrict our ability to incur additional debt in excess of calculated amounts and,

OFFICE PROPERTIES INCOME TRUST

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(dollars in thousands, except per share amounts)

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.

subject to limited exceptions, restrict our ability to increase our distribution rate above the current level of $ 0.01 per common share per quarter and enter into share repurchases.

Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the 19 collateral properties, our satisfying certain financial covenants and other credit facility conditions.

Interest payable on borrowings under our credit agreement is at a rate of the secured overnight financing rate, or SOFR, plus a margin of 350 basis points.

We are also required to pay an unused facility fee on the amount of total lending commitments, which was 35 basis points per annum at February 14, 2024.

As of February 14, 2024, we had $ 132,000 outstanding under our revolving credit facility, $ 100,000 outstanding under our term loan and $ 193,000 available for borrowing under our revolving credit facility.

Prior Revolving Credit Facility

Under our prior revolving credit facility, we were required to pay interest at a rate of SOFR plus a premium, which was 145 basis points per annum at December 31, 2023, on the amount outstanding under our prior revolving credit facility, as well as a facility fee on the total amount of lending commitments, which was 30 basis points per annum at December 31, 2023.

As of December 31, 2023 and 2022, the annual interest rate payable on borrowings under our prior revolving credit facility was 6.9 % and 5.4 %, respectively.

The weighted average annual interest rate for borrowings under our prior revolving credit facility was 6.5 %, 4.0 % and 1.2 % for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, we had $ 205,000 outstanding under our prior revolving credit facility.

Our revolving credit facility is governed by a credit agreement with a syndicate of institutional lenders.

Our credit agreement and senior 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 our senior notes indentures and their supplements also contain, and our prior revolving credit facility contained, 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 increase our distribution rate above the current level of $ 0.01 per common share per quarter.

We believe we were in compliance with the terms and conditions of the respective covenants under our credit agreement and our senior notes indentures and their supplements at December 31, 2023.

Mortgage Note Issuances

During the year ended December 31, 2023, we issued six fixed rate, interest-only mortgage notes as summarized in the following table:

Issuance Date Secured By Principal Balance (1)

Interest Rate Maturity Net Book Value of Collateral as of December 31, 2023

$ 30,680 7.210 % 7/1/2033 $ 36,807

June 2023 One property

26,340 8.139 % 7/1/2028 52,342

June 2023 One property

42,700 8.272 % 7/1/2028 42,834

June 2023 One property

8,400 7.305 % 7/1/2033 19,035

August 2023 One property

14,900 7.717 % 9/1/2033 23,908

September 2023 Two properties

54,300 7.671 % 10/6/2028 64,828

Total / Weighted Average $ 177,320 7.792 % $ 239,754

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

(2) Requires interest-only payments through May 2028, at which time principal and interest payments are due monthly through the maturity date.

Mortgage Note Repayment

In June 2023, we repaid at maturity, a mortgage note secured by one property with an outstanding principal balance of $ 50,000 , an annual interest rate of 3.70 %.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Senior Secured Notes Issuance

In February 2024, we issued $ 300,000 of 9.000 % senior secured notes due 2029, or the 2029 Notes.

The aggregate net proceeds from the offering of the 2029 Notes were $ 271,500 , after initial purchaser discounts and other estimated offering expenses.

The 2029 Notes are fully and unconditionally guaranteed on a joint, several and senior secured basis by certain of our subsidiaries and secured by a pledge of all of the respective equity interests of the subsidiary guarantors and first mortgage liens on 17 properties with an undepreciated carrying value, including lease intangibles, other assets and other liabilities, of $ 574,291 as of December 31, 2023.

The 2029 Notes require semi-annual payments of interest only and are prepayable, at par plus accrued interest, after March 31, 2028.

Senior Unsecured Notes Redemption

In February 2024, we issued a notice of early redemption, at par plus accrued interest, of all of our $ 350,000 of 4.25 % senior unsecured notes due 2024.

The redemption is expected to take place in March 2024 and is conditioned upon our borrowing an amount under our revolving credit facility sufficient, together with the net proceeds from the offering of the 2029 Notes, to pay the redemption price on or prior to the redemption date.

The required principal payments due during the next five years and thereafter under all our outstanding consolidated debt as of December 31, 2023 were as follows:

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(1) Total consolidated debt outstanding as of December 31, 2023, net of unamortized premiums, discounts and issuance costs totaling $ 21,711 , was $ 2,572,609 .

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

We currently do not have sufficient sources of liquidity to repay our $ 650,000 senior unsecured notes due 2025 and are evaluating market-based alternatives to obtain debt financing.

Based on the significant number of unencumbered properties in our portfolio, our successful history of obtaining debt financings and our current financing metrics, we believe it is probable that we can obtain new debt financing that will allow us satisfy the 2025 unsecured notes as they become due.

We have also engaged Moelis & Company LLC as our financial advisor to assist in evaluating our options to address our upcoming debt maturities.

OFFICE PROPERTIES INCOME TRUST

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Fair Value of Assets and Liabilities

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.

The following table presents certain of our assets measured at fair value at December 31, 2023, categorized by 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)

$ 39,000 $ — $ 39,000 $ —

(1) We recorded an impairment charge of $ 11,299 to reduce the carrying value of one property in our consolidated balance sheet to its estimated fair value less estimated costs to sell of $ 1,777 , based on a negotiated sales price with a third party buyer (Level 2 input as defined in the fair value hierarchy under GAAP).

See Note 4 for more information.

We recorded an impairment charge of $ 19,183 to fully write off our equity method investment in our 1750 H NW joint venture, based on our estimates of fair value of the investment which reflects implied pricing based on ongoing negotiations with the lender to this joint venture regarding the property (a Level 3 input as defined in the fair value hierarchy under GAAP).

See Note 4 for more information.

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

At December 31, 2023 and 2022, 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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156,904 83,916 156,711 113,075

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

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

Mortgage notes payable (2)(3)

2 unchanged sentences

(1) Includes unamortized debt premiums, discounts and issuance costs totaling $ 21,711 and $ 24,208 as of December 31, 2023 and 2022, respectively.

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

(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.

(2) Balances as of December 31, 2022 include a mortgage note secured by one property with an outstanding principal balance of $ 50,000 that was repaid in June 2023.

(3) Balances as of December 31, 2023 include six mortgage notes issued during the year ended December 31, 2023 with an aggregate principal balance of $ 177,320 .

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.

2 unchanged sentences

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

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Shareholders’ Equity

7 unchanged sentences

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

A summary of shares awarded, forfeited, vested and unvested under the terms of the 2009 Plan for the years ended December 31, 2023, 2022 and 2021, is as follows:

21 unchanged sentences

2021 $ 2.20 $ 106,368 — % 100.00 % — %

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 .

On January 11, 2024, we declared a quarterly cash distribution payable to common shareholders of record on January 22, 2024 in the amount of $ 0.01 per share, or approximately $ 490 .

We expect to pay this distribution on or about February 15, 2024.

15 unchanged sentences

15451 North 28th Avenue Phoenix, AZ 1 — 1,917 7,416 1,239 — 1,917 8,655 10,572 ( 2,016 ) 9/10/2014 1996

16001 North 28th Avenue Phoenix, AZ 1 — 3,355 412 1,146 — 3,355 1,558 4,913 ( 273 ) 12/31/2018 1998

711 S 14th Avenue Safford, AZ 1 — 460 11,708 903 ( 4,440 ) 364 8,267 8,631 ( 1,703 ) 6/16/2010 1992

1 unchanged sentence

Campbell Place Carlsbad, CA 2 — 5,769 3,871 7,595 — 5,769 11,466 17,235 ( 3,407 ) 12/31/2018 2007

Folsom Corporate Center Folsom, CA 1 — 2,904 5,583 1,567 — 2,904 7,150 10,054 ( 816 ) 12/31/2018 2008

Folsom Corporate Center (5)

Folsom, CA 1 — 2,904 5,583 1,587 — 2,904 7,170 10,074 ( 1,238 ) 12/31/2018 2008

Bayside Technology Park Fremont, CA 1 — 10,784 648 255 — 10,784 903 11,687 ( 154 ) 12/31/2018 1990

6 unchanged sentences

Capitol Place Sacramento, CA 1 — 2,290 35,891 8,674 — 2,290 44,565 46,855 ( 15,686 ) 12/17/2009 1988

4560 Viewridge Road San Diego, CA 1 — 4,269 18,316 5,146 — 4,347 23,384 27,731 ( 13,942 ) 3/31/1997 1996

4560 Viewridge Road (5)

San Diego, CA 1 — 4,269 18,316 5,294 — 4,347 23,532 27,879 ( 14,798 ) 3/31/1997 1996

2115 O’Nel Drive San Jose, CA 1 — 12,305 5,062 385 — 12,305 5,447 17,752 ( 765 ) 12/31/2018 1984

1 unchanged sentence

Rio Robles Drive San Jose, CA 3 8,064 23,687 13,698 17,061 — 23,687 30,759 54,446 ( 3,779 ) 12/31/2018 1984

2450 and 2500 Walsh Avenue Santa Clara, CA 2 — 13,374 16,651 194 — 13,374 16,845 30,219 ( 1,878 ) 12/31/2018 1982

2500 Walsh Avenue Santa Clara, CA 1 — 6,687 8,326 280 — 6,687 8,606 15,293 ( 1,181 ) 12/31/2018 1982

3250 and 3260 Jay Street Santa Clara, CA 2 — 19,899 14,051 114 — 19,899 14,165 34,064 ( 1,949 ) 12/31/2018 1982

5 unchanged sentences

Corporate Center Lakewood, CO 3 — 2,887 27,537 2,613 — 2,887 30,150 33,037 ( 15,398 ) 10/11/2002 1980

11 Dupont Circle, NW Washington, DC 1 — 28,255 44,743 19,249 — 28,255 63,992 92,247 ( 12,479 ) 10/2/2017 1974

OFFICE PROPERTIES INCOME TRUST

10 unchanged sentences

Acquired Original

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

1211 Connecticut Avenue, NW Washington, DC 1 — 30,388 24,667 4,855 — 30,388 29,522 59,910 ( 5,821 ) 10/2/2017 1967

1 unchanged sentence

20 Massachusetts Avenue Washington, DC 1 — 12,009 51,527 221,203 — 12,231 272,508 284,739 ( 48,475 ) 3/31/1997 1996

440 First Street, NW Washington, DC 1 — 27,903 38,624 2,315 — 27,903 40,939 68,842 ( 5,678 ) 10/2/2017 1982

440 First Street, NW (5)

Washington, DC 1 — 27,903 38,624 2,169 — 27,903 40,793 68,696 ( 6,341 ) 10/2/2017 1982

625 Indiana Avenue Washington, DC 1 — 26,000 25,955 12,158 — 26,000 38,113 64,113 ( 12,464 ) 8/17/2010 1989

3 unchanged sentences

8900 Grand Oak Circle Tampa, FL 1 — 1,100 11,773 1,661 — 1,100 13,434 14,534 ( 4,219 ) 10/15/2010 1994

180 Ted Turner Drive SW Atlanta, GA 1 — 5,717 20,017 726 — 5,717 20,743 26,460 ( 5,401 ) 7/25/2012 2007

180 Ted Turner Drive SW (5)

Atlanta, GA 1 — 5,717 20,017 1,390 — 5,717 21,407 27,124 ( 5,989 ) 7/25/2012 2007

1224 Hammond Drive Atlanta, GA 1 — 13,040 135,459 11,583 — 13,040 147,042 160,082 ( 10,789 ) 6/25/2021 2020

1 unchanged sentence

Executive Park Atlanta, GA 1 — 1,521 11,826 4,123 — 1,521 15,949 17,470 ( 9,089 ) 7/16/2004 1972

One Georgia Center Atlanta, GA 1 — 10,250 27,933 18,781 — 10,250 46,714 56,964 ( 11,782 ) 9/30/2011 1968

One Primerica Parkway Duluth, GA 1 — 6,927 22,951 — — 6,927 22,951 29,878 ( 2,545 ) 12/31/2018 2013

One Georgia Center (5)

Atlanta, GA 1 — 10,250 27,933 20,903 — 10,250 48,836 59,086 ( 13,865 ) 9/30/2011 1968

One Primerica Parkway (4)

Duluth, GA 1 25,904 6,927 22,951 40 — 6,927 22,991 29,918 ( 3,181 ) 12/31/2018 2013

4712 Southpark Boulevard Ellenwood, GA 1 — 1,390 19,635 911 — 1,390 20,546 21,936 ( 5,707 ) 7/25/2012 2005

2 unchanged sentences

Vinnell Way Boise, ID 3 — 3,390 29,026 1,246 — 3,390 30,272 33,662 ( 8,663 ) 9/11/2012 1996;

Arlington Heights Arlington Heights, IL 1 — 1,450 13,588 2,139 — 1,450 15,727 17,177 ( 4,654 ) 12/29/2009 1988

400 South Jefferson Street Chicago, IL 1 49,917 19,379 20,115 783 — 19,379 20,898 40,277 ( 2,381 ) 12/31/2018 1947

Fulton Chicago, IL 1 — 42,935 252,914 94 — 42,935 253,008 295,943 ( 12,816 ) 6/24/2021 2015

Arlington Heights (5)

Arlington Heights, IL 1 — 1,450 13,588 2,129 — 1,450 15,717 17,167 ( 5,138 ) 12/29/2009 1988

Chicago, IL 1 — 42,935 252,914 528 — 42,935 253,442 296,377 ( 21,274 ) 6/24/2021 2015

HUB 1415 Naperville, IL 1 — 12,333 20,586 23,564 — 12,333 44,150 56,483 ( 7,248 ) 12/31/2018 2001

440 North Fairway Drive Vernon Hills, IL 1 — 4,465 441 10 — 4,465 451 4,916 ( 51 ) 12/31/2018 1992

7601 and 7635 Interactive Way Indianapolis, IN 2 — 3,337 14,522 34 — 3,337 14,556 17,893 ( 1,900 ) 12/31/2018 2003

2 unchanged sentences

251 Causeway Street Boston, MA 3 — 26,851 36,756 5,296 — 26,851 42,052 68,903 ( 9,174 ) 8/17/2010 1987

330 Billerica Road Chelmsford, MA 1 — 2,477 — 10,246 — 2,477 10,246 12,723 ( 1,924 ) 12/31/2018 1984

75 Pleasant Street Malden, MA 1 — 1,050 31,086 275 — 1,050 31,361 32,411 ( 10,636 ) 5/24/2010 2008

25 Newport Avenue Quincy, MA 1 — 2,700 9,199 3,106 — 2,700 12,305 15,005 ( 3,572 ) 2/16/2011 1985

OFFICE PROPERTIES INCOME TRUST

10 unchanged sentences

Acquired Original

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

25 Newport Avenue Quincy, MA 1 — 2,700 9,199 2,143 — 2,700 11,342 14,042 ( 3,154 ) 2/16/2011 1985

314 Littleton Road Westford, MA 1 — 5,691 8,487 100 — 5,691 8,587 14,278 ( 1,201 ) 12/31/2018 2007

7 unchanged sentences

Redland 540 Rockville, MD 1 — 10,740 17,714 6,108 — 10,740 23,822 34,562 ( 5,344 ) 10/2/2017 2003

Rutherford Business Park Windsor Mill, MD 1 — 1,598 10,219 545 — 1,598 10,764 12,362 ( 2,741 ) 11/16/2012 1972

3550 Green Court Ann Arbor, MI 1 — 3,630 4,857 — — 3,630 4,857 8,487 ( 714 ) 12/31/2018 1998

2 unchanged sentences

1300 Summit Street Kansas City, MO 1 — 2,776 12,070 925 — 2,776 12,995 15,771 ( 3,690 ) 9/27/2012 1998

2555 Grand Boulevard Kansas City, MO 1 — 4,209 51,522 4,778 — 4,209 56,300 60,509 ( 6,356 ) 12/31/2018 2003

2555 Grand Boulevard (5)

Kansas City, MO 1 — 4,209 51,522 5,414 — 4,209 56,936 61,145 ( 8,213 ) 12/31/2018 2003

4241 NE 34th Street Kansas City, MO 1 — 1,133 5,649 5,056 — 1,470 10,368 11,838 ( 5,455 ) 3/31/1997 1995

1220 Echelon Parkway Jackson, MS 1 14,510 440 25,458 1,571 — 440 27,029 27,469 ( 7,500 ) 7/25/2012 2009

2300 and 2400 Yorkmont Road Charlotte, NC 2 — 1,334 19,075 3,200 — 1,334 22,275 23,609 ( 2,725 ) 12/31/2018 1995

2300 and 2400 Yorkmont Road (5)

Charlotte, NC 2 — 1,334 19,075 4,222 — 1,334 23,297 24,631 ( 3,549 ) 12/31/2018 1995

18010 and 18020 Burt Street Omaha, NE 2 — 6,977 12,500 2,369 — 6,977 14,869 21,846 ( 1,733 ) 12/31/2018 2012

4 unchanged sentences

1212 Pittsford - Victor Road Pittsford, NY 1 — 608 78 1,627 — 608 1,705 2,313 ( 174 ) 12/31/2018 1965

2231 Schrock Road Columbus, OH 1 — 716 217 578 — 716 795 1,511 ( 163 ) 12/31/2018 1999

8800 Tinicum Boulevard Philadelphia, PA 1 — 5,573 22,686 6,022 — 5,573 28,708 34,281 ( 3,658 ) 12/31/2018 2000

446 Wrenplace Road Fort Mill, SC 1 — 5,031 22,524 43 — 5,031 22,567 27,598 ( 1,704 ) 12/22/2020 2019

9680 Old Bailes Road Fort Mill, SC 1 — 834 2,944 91 — 834 3,035 3,869 ( 423 ) 12/31/2018 2007

16001 North Dallas Parkway Addison, TX 2 — 10,282 63,071 2,558 — 10,282 65,629 75,911 ( 9,485 ) 12/31/2018 1987

OFFICE PROPERTIES INCOME TRUST

10 unchanged sentences

Acquired Original

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

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

446 Wrenplace Road Fort Mill, SC 1 — 5,031 22,524 — — 5,031 22,524 27,555 ( 1,140 ) 12/22/2020 2019

9680 Old Bailes Road Fort Mill, SC 1 — 834 2,944 53 — 834 2,997 3,831 ( 333 ) 12/31/2018 2007

16001 North Dallas Parkway Addison, TX 2 — 10,282 63,071 1,911 — 10,282 64,982 75,264 ( 7,529 ) 12/31/2018 1987

Research Park Austin, TX 2 — 4,258 13,747 534 — 4,258 14,281 18,539 ( 3,403 ) 12/31/2018 1999

7 unchanged sentences

3600 Wiseman Boulevard San Antonio, TX 1 — 3,493 6,662 2,134 — 3,493 8,796 12,289 ( 1,059 ) 12/31/2018 2004

701 Clay Road Waco, TX 1 — 2,030 8,708 14,479 — 2,060 23,157 25,217 ( 8,473 ) 12/23/1997 1997

701 Clay Road (4)

Waco, TX 1 25,903 2,030 8,708 14,651 — 2,060 23,329 25,389 ( 9,787 ) 12/23/1997 1997

1800 Novell Place Provo, UT 1 — 7,487 43,487 13,364 — 7,487 56,851 64,338 ( 7,307 ) 12/31/2018 2000

4885-4931 North 300 West Provo, UT 2 — 3,915 9,429 21 — 3,915 9,450 13,365 ( 1,392 ) 12/31/2018 2009

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;

14660, 14672 & 14668 Lee Road (5)

Chantilly, VA 3 — 6,966 74,214 17,518 — 6,966 91,732 98,698 ( 15,123 ) 12/22/2016 1998;

Enterchange at Meadowville Chester, VA 1 — 1,478 9,594 1,369 — 1,478 10,963 12,441 ( 2,720 ) 8/28/2013 1999

6 unchanged sentences

9960 Mayland Drive Richmond, VA 1 — 2,614 15,930 4,690 — 2,614 20,620 23,234 ( 5,109 ) 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

1751 Blue Hills Drive (5)

Roanoke, VA 1 — 2,689 7,761 — — 2,689 7,761 10,450 ( 1,076 ) 12/31/2018 2003

Atlantic Corporate Park Sterling, VA 2 — 5,752 29,316 3,616 — 5,752 32,932 38,684 ( 5,532 ) 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

Orbital Sciences Campus (5)

Sterling, VA 3 — 12,275 19,320 7,400 — 12,269 26,726 38,995 ( 3,205 ) 12/31/2018 2001

Sterling Park Business Center Sterling, VA 1 25,934 5,871 44,324 127 — 5,871 44,451 50,322 ( 6,951 ) 10/2/2017 2016

65 Bowdoin Street S.

Burlington, VT 1 — 700 8,416 148 — 700 8,564 9,264 ( 2,959 ) 4/9/2010 2009

Stevens Center (5)

Richland, WA 2 — 3,970 17,035 4,776 — 4,042 21,739 25,781 ( 13,025 ) 3/31/1997 1995

Unison Elliott Bay-Lab Space Seattle, WA 2 — 17,316 34,281 137,343 — 17,316 171,624 188,940 ( 5,302 ) 12/31/2018 2000

Unison Elliott Bay-Office Space Seattle, WA 1 — 9,324 18,459 5,101 — 9,324 23,560 32,884 ( 2,953 ) 12/31/2018 2000

OFFICE PROPERTIES INCOME TRUST

10 unchanged sentences

Acquired Original

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

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

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

5353 Yellowstone Road (5)

Cheyenne, WY 1 — 1,915 8,217 2,402 — 1,950 10,584 12,534 ( 6,251 ) 3/31/1997 1995

151 $ 172,131 $ 785,646 $ 2,492,042 $ 792,516 $ ( 4,525 ) $ 786,310 $ 3,279,369 $ 4,065,679 $ ( 650,179 )

Properties Held for Sale

Parham Place (4)

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

400 South Jefferson Street

Chicago, IL 1 — 19,379 20,115 1,136 ( 11,299 ) 13,555 15,776 29,331 ( 3,030 ) 12/31/2018 1947

1 — 19,379 20,115 1,136 ( 11,299 ) 13,555 15,776 29,331 ( 3,030 )

152 $ 172,131 $ 805,025 $ 2,512,157 $ 793,652 $ ( 15,824 ) $ 799,865 $ 3,295,145 $ 4,095,010 $ ( 653,209 )

(1) Represents mortgage debt, net of the unamortized balance of the fair value adjustments and debt issuance costs totaling $ 83 .

(1) Represents mortgage debt, net of the unamortized balance of debt issuance costs totaling $ 5,189 .

(2) Excludes the value of real estate intangibles.

1 unchanged sentence

(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.

(4) These two properties are collateral for our $ 54,300 mortgage note.

(5) These 19 properties (with the exception of 14660 Lee Road) are collateral for our $ 325,000 secured revolving credit facility and $ 100,000 term loan under our amended and restated credit facility, which we entered into in January 2024.

OFFICE PROPERTIES INCOME TRUST

22 unchanged sentences

Disposals ( 51,011 ) ( 15,709 )

Cost basis adjustment (1)

( 4,235 ) ( 4,235 )

Reclassification of assets of properties held for sale ( 29,331 ) ( 3,030 )

3 unchanged sentences

OFFICE PROPERTIES INCOME TRUST

/s/ Christopher J.

Christopher J.

/s/ Yael Duffy

President and Chief Operating Officer

2 unchanged sentences

Signature Title Date

/s/ Christopher J.

Bilotto President and Chief Operating Officer February 15, 2023

Christopher J.

/s/ Matthew C.

Brown Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) February 15, 2023

/s/ Yael Duffy President and Chief Operating Officer February 15, 2024

Donley Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) February 15, 2024

/s/ Jennifer B.

13 unchanged sentences

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