OFFICE PROPERTIES INCOME TRUST 10-K

Item 9A. Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. Based upon that evaluation, our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective. There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management Report on Assessment of Internal Control Over Financial Reporting We are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in Internal Control—Integrated Framework . Based on this assessment, we believe that, as of December 31, 2023, our internal control over financial reporting is effective. Deloitte & Touche LLP, the independent registered public accounting firm that audited our 2023 Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting. Its report appears elsewhere herein. Item 9B. 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. 63 Table of Contents Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance 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. A printed copy of our Code of Conduct is also available free of charge to any person who requests a copy by writing to our Secretary, Office Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of any amendments to, or waivers from, our Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website. The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference to our definitive Proxy Statement. Item 12. 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 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. The terms of awards made under the 2009 Plan are determined by the Compensation Committee of our Board of Trustees, at the time of the awards. The following table is as of December 31, 2023. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by securityholders — 2009 Plan None. None. 657,860 (1) Equity compensation plans not approved by securityholders None. None. None. Total None. None. 657,860 (1) (1) Consists of common shares available for issuance pursuant to the terms of the 2009 Plan. 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 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. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated by reference to our definitive Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by Item 14 is incorporated by reference to our definitive Proxy Statement. 64 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) Index to Financial Statements and Financial Statement Schedules The following consolidated financial statements and financial statement schedule of Office Properties Income Trust are included on the pages indicated: Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F-1 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-4 Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2023 F-5 Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 2023 F-6 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2023 F-7 Notes to Consolidated Financial Statements F-9 Schedule III — Real Estate and Accumulated Depreciation S-1 All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted. (b) Exhibits Exhibit Number Description 3.1 Composite Copy of Amended and Restated Declaration of Trust, dated June 8, 2009, as amended to date. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.) 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. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.) 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 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. (Incorporated by reference to the Company’s Registration Statement on Form 8-A filed on June 23, 2020.) 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. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.) 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 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. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.) 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.) 65 Table of Contents 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. (Incorporated by reference to Select Income REIT’s Current Report on Form 8-K filed on February 3, 2015.) 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. (Incorporated by reference to Select Income REIT’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed by Select Income REIT on July 25, 2017.) 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). (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 31, 2018.) 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. (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. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 4.14 Description of Securities. (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. (Filed herewith.) 10.1 Second Amended and Restated Business Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC (f/k/a Reit Management & Research LLC). (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 10.2 Amendment to Second Amended and Restated Business Management Agreement, dated as of December 31, 2018, between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 31, 2018.) 10.3 Second Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021, between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.) 10.4 Second Amended and Restated Property Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 10.5 Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan. (+) (Incorporated by reference to the Company's Current Report on Form 8-K filed on May 28, 2020.) 10.6 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.) 10.7 Form of Share Award Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.) 10.8 Form of Indemnification Agreement. (+) (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. ) 66 Table of Contents 21.1 Subsidiaries of the Company. (Filed herewith.) 23.1 Consent of Deloitte & Touche LLP. (Filed herewith.) 23.2 Consent of Sullivan & Worcester LLP. (Contained in Exhibit 8.1.) 31.1 Rule 13a-14(a) Certification. (Filed herewith.) 31.2 Rule 13a-14(a) Certification. (Filed herewith.) 31.3 Rule 13a-14(a) Certification. (Filed herewith.) 31.4 Rule 13a-14(a) Certification. (Filed herewith.) 32.1 Section 1350 Certification. (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. 101.SCH XBRL Taxonomy Extension Schema Document. (Filed herewith.) 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) 101.LAB XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) 104 Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101.) (+) Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. 67 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of Office Properties Income Trust Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Office Properties Income Trust (the "Company") as of December 31, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. 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 audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Real Estate Properties - Refer to Notes 2 and 4 to the financial statements Critical Audit Matter Description The Company’s investments in real estate properties were $3.4 billion, net of accumulated depreciation of $650 million as of December 31, 2023. 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 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 F-1 Table of Contents 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 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. /s/ Deloitte & Touche LLP Boston, Massachusetts February 15, 2024 We have served as the Company’s auditor since 2020. F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of Office Properties Income Trust Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Office Properties Income Trust (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 15, 2024, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 trustees 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Boston, Massachusetts February 15, 2024 F-3 Table of Contents OFFICE PROPERTIES INCOME TRUST CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) December 31, 2023 2022 ASSETS Real estate properties: Land $ 786,310 $ 821,238 Buildings and improvements 3,279,369 3,114,836 Total real estate properties, gross 4,065,679 3,936,074 Accumulated depreciation ( 650,179 ) ( 561,458 ) Total real estate properties, net 3,415,500 3,374,616 Assets of properties held for sale 37,310 2,516 Investments in unconsolidated joint ventures 18,128 35,129 Acquired real estate leases, net 263,498 369,333 Cash and cash equivalents 12,315 12,249 Restricted cash 14,399 — Rents receivable 133,264 105,639 Deferred leasing costs, net 86,971 73,098 Other assets, net 8,284 7,397 Total assets $ 3,989,669 $ 3,979,977 LIABILITIES AND SHAREHOLDERS’ EQUITY Unsecured revolving credit facility $ 205,000 $ 195,000 Senior unsecured notes, net 2,195,478 2,187,875 Mortgage notes payable, net 172,131 49,917 Liabilities of properties held for sale 2,525 73 Accounts payable and other liabilities 140,166 140,151 Due to related persons 7,025 6,469 Assumed real estate lease obligations, net 11,665 14,157 Total liabilities 2,733,990 2,593,642 Commitments and contingencies Shareholders’ equity: Common shares of beneficial interest, $ .01 par value: 200,000,000 shares authorized, 48,755,415 and 48,565,644 shares issued and outstanding, respectively 488 486 Additional paid in capital 2,621,493 2,619,532 Cumulative net income 100,174 169,606 Cumulative common distributions ( 1,466,476 ) ( 1,403,289 ) Total shareholders’ equity 1,255,679 1,386,335 Total liabilities and shareholders’ equity $ 3,989,669 $ 3,979,977 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents OFFICE PROPERTIES INCOME TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (amounts in thousands, except per share data) Year Ended December 31, 2023 2022 2021 Rental income $ 533,553 $ 554,275 $ 576,482 Expenses: Real estate taxes 62,831 57,844 71,970 Utility expenses 26,778 27,005 25,251 Other operating expenses 109,883 110,366 105,825 Depreciation and amortization 209,254 222,564 241,494 Loss on impairment of real estate 11,299 21,820 62,420 Acquisition and transaction related costs 31,816 292 — General and administrative 22,731 25,134 26,858 Total expenses 474,592 465,025 533,818 Gain on sale of real estate 3,780 11,001 78,354 Interest and other income 1,039 217 7 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 9,209 , $ 9,134 and $ 9,771 , respectively) ( 110,647 ) ( 103,480 ) ( 112,385 ) Gain (loss) on early extinguishment of debt — 682 ( 14,068 ) 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 ) 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 loss $ ( 1.44 ) $ ( 0.14 ) $ ( 0.17 ) The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents OFFICE PROPERTIES INCOME TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (dollars in thousands) Number of Shares Common Shares Additional Paid In Capital Cumulative Net Income Cumulative Common Distributions Total Balance at December 31, 2020 48,318,366 $ 483 $ 2,615,305 $ 183,895 $ ( 1,190,291 ) $ 1,609,392 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 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 ) Distributions to common shareholders — — — — ( 106,630 ) ( 106,630 ) Balance at December 31, 2022 48,565,644 486 2,619,532 169,606 ( 1,403,289 ) 1,386,335 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 ) Distributions to common shareholders — — — — ( 63,187 ) ( 63,187 ) Balance at December 31, 2023 48,755,415 $ 488 $ 2,621,493 $ 100,174 $ ( 1,466,476 ) $ 1,255,679 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents OFFICE PROPERTIES INCOME TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) Year Ended December 31, 2023 2022 2021 CASH FLOWS FROM 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 Net amortization of debt premiums, discounts and issuance costs 9,209 9,134 9,771 Amortization of acquired real estate leases and assumed real estate lease obligations, net 92,805 119,703 144,826 Amortization of deferred leasing costs 10,063 7,994 7,878 Gain on sale of real estate ( 3,780 ) ( 11,001 ) ( 78,354 ) Loss on impairment of real estate 11,299 21,820 62,420 (Gain) loss on early extinguishment of debt — ( 682 ) 9,694 Straight line rental income ( 26,194 ) ( 10,830 ) ( 15,368 ) Other non-cash expenses, net 1,168 1,818 1,782 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: Rents receivable ( 2,376 ) 10,961 2,663 Deferred leasing costs ( 23,510 ) ( 31,621 ) ( 19,769 ) Other assets ( 1,495 ) 484 1,538 Accounts payable and other liabilities 13,739 ( 19,214 ) 7,151 Due to related persons 556 ( 318 ) 673 Net cash provided by operating activities 141,726 192,614 221,492 CASH FLOWS FROM INVESTING ACTIVITIES: Real estate acquisitions ( 2,785 ) — ( 563,447 ) Real estate improvements ( 229,004 ) ( 204,104 ) ( 100,141 ) Distributions in excess of earnings from unconsolidated joint ventures — 51 612 Distributions in excess of earnings from Affiliates Insurance Company — — 11 Proceeds from sale of properties, net 42,181 203,280 219,980 Contributions to unconsolidated joint ventures ( 5,213 ) ( 3,851 ) — Net cash used in investing activities ( 194,821 ) ( 4,624 ) ( 442,985 ) CASH FLOWS FROM FINANCING ACTIVITIES: 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 ) Proceeds from issuance of senior unsecured notes, net — — 1,041,809 Borrowings on unsecured revolving credit facility 240,000 385,000 755,000 Repayments on unsecured revolving credit facility ( 230,000 ) ( 190,000 ) ( 755,000 ) Payment of debt issuance costs ( 6,279 ) ( 469 ) ( 2,744 ) Repurchase of common shares ( 294 ) ( 540 ) ( 1,003 ) Distributions to common shareholders ( 63,187 ) ( 106,630 ) ( 106,368 ) 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 Cash, cash equivalents and restricted cash at end of period $ 26,714 $ 12,249 $ 84,515 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents OFFICE PROPERTIES INCOME TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (dollars in thousands) Year Ended December 31, 2023 2022 2021 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 107,645 $ 104,174 $ 103,200 Income taxes paid $ 478 $ 352 $ 299 NON-CASH INVESTING ACTIVITIES: Real estate improvements accrued, not paid $ 32,231 $ 42,772 $ 18,492 Real estate acquisition $ — $ — $ ( 13,031 ) Capitalized interest $ 7,634 $ 4,578 $ 795 SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows: As of December 31, 2023 2022 2021 Cash and cash equivalents $ 12,315 $ 12,249 $ 83,026 Restricted cash 14,399 — 1,489 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 26,714 $ 12,249 $ 84,515 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 1. Organization 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, 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. Note 2. Summary of Significant Accounting Policies Basis of Presentation. These consolidated financial statements include the accounts of us and our subsidiaries, all of which are wholly owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Real Estate Properties. We record our properties at cost and provide depreciation on real estate investments on a straight line basis over estimated useful lives generally ranging from 7 to 40 years. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determinations of useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives. We allocate the purchase prices of our properties to land, buildings and improvements based on determinations of the relative fair values of these assets assuming the properties are vacant. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. We allocate a portion of the purchase price of our properties to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases at the time each property was acquired by us) of the difference, if any, between (i) the contractual amounts to be paid pursuant to the acquired in place leases and (ii) our estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases. We allocate a portion of the purchase price to acquired in place leases and tenant relationships based upon market estimates to lease up the property based on the leases in place at the time of purchase. We allocate this aggregate value between acquired in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease. However, we have not separated the value of tenant relationships from the value of acquired in place leases because such value and related amortization expense is immaterial to the accompanying consolidated financial statements. In making these allocations, we consider factors such as estimated carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs, such as leasing commissions, legal and other related expenses, to execute similar leases in current market conditions at the time a property was acquired by us. If the value of tenant relationships becomes material in the future, we may separately allocate those amounts and amortize the allocated amounts over the estimated life of the relationships. For transactions that qualify as business combinations, we allocate the excess, if any, of the consideration over the fair value of the assets acquired to goodwill. 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 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. Such amortization, which is included in depreciation and amortization expense, amounted to $ 93,057 , $ 118,728 and $ 142,538 during the years ended December 31, 2023, 2022 and 2021, respectively. If a lease is terminated prior to its stated expiration, we write off the unamortized amounts relating to that lease. F-9 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) As of December 31, 2023 and 2022, our acquired real estate leases and assumed real estate lease obligations, excluding properties classified as held for sale, were as follows: December 31, 2023 2022 Acquired real estate leases: Capitalized above market lease values $ 14,758 $ 15,792 Less: accumulated amortization ( 10,876 ) ( 9,672 ) Capitalized above market lease values, net 3,882 6,120 Lease origination value 572,766 728,773 Less: accumulated amortization ( 313,150 ) ( 365,560 ) Lease origination value, net 259,616 363,213 Acquired real estate leases, net $ 263,498 $ 369,333 Assumed real estate lease obligations: Capitalized below market lease values $ 25,678 $ 27,033 Less: accumulated amortization ( 14,013 ) ( 12,876 ) Assumed real estate lease obligations, net $ 11,665 $ 14,157 As of December 31, 2023, the weighted average amortization periods for capitalized above market leases, lease origination value and capitalized below market lease values were 3.4 years, 6.5 years and 11.0 years, respectively. Future amortization of net intangible lease assets and liabilities, to be recognized over the current terms of the associated leases as of December 31, 2023 are estimated to be $ 67,692 in 2024, $ 48,838 in 2025, $ 35,068 in 2026, $ 26,833 in 2027, $ 14,123 in 2028 and $ 59,279 thereafter. 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. The future net undiscounted cash flows are subjective and are based in part on assumptions regarding hold periods, market rents and terminal capitalization rates. We determine the amount of any impairment loss by comparing the historical carrying value to estimated fair value. 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 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. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash. Restricted cash consists of amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our mortgage debts. Deferred Leasing Costs . Deferred leasing costs include brokerage costs and inducements associated with our entering leases. We amortize deferred leasing costs, which are included in depreciation and amortization expense, and inducements, which are included as a reduction to rental income, on a straight line basis over the terms of the respective leases. Legal costs associated with the execution of our leases are expensed as incurred and included in general and administrative expenses in our consolidated statements of comprehensive income (loss). 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 $ 113,433 and $ 94,680 at December 31, 2023 and 2022, respectively, and accumulated amortization of deferred F-10 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 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. Debt Issuance Costs . 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 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 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. 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 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. We periodically evaluate our equity method investments for possible indicators of other than temporary impairment whenever events or changes in circumstances indicate the carrying amount of the investment might not be recoverable. These indicators may include the length of time and the extent to which the market value of our investment is below our carrying value, the financial condition of our investees, our intent and ability to be a long term holder of the investment and other considerations. 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. Revenue Recognition. We are a lessor of commercial office properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the physical space specified in the leases; therefore, we have determined to evaluate our leases as lease arrangements. Our leases provide for base rent payments and in addition may include variable payments. Rental income from operating leases, including any 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. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. 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, Leases , to the combined component. Income derived by our leases is recorded in rental income in our consolidated statements of comprehensive income (loss). Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations. See Note 5 for more information regarding our leases. F-11 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Income Taxes. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, and, accordingly, we generally will not be subject to federal income taxes provided we distribute our taxable income and meet certain other requirements to qualify for taxation as a REIT. We are, however, subject to certain state and local taxes. Per Common Share Amounts. 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. Use of Estimates. Preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that may affect the amounts reported in these consolidated financial statements and related notes. The actual results could differ from these estimates. Significant estimates in the consolidated financial statements include purchase price allocations, useful lives of fixed assets and assessment of impairment of real estate and the related intangibles. Segment Reporting. We operate in one business segment: 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. ASU No. 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. Note 3. 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, 2023 2022 2021 Numerators: Net loss $ ( 69,432 ) $ ( 6,109 ) $ ( 8,180 ) Income attributable to unvested participating securities ( 305 ) ( 427 ) — Net loss used in calculating earnings per share $ ( 69,737 ) $ ( 6,536 ) $ ( 8,180 ) Denominators: Weighted average common shares outstanding - basic and diluted (1) 48,389 48,278 48,195 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. 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. Note 4. 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 owned three properties containing approximately 468,000 rentable square feet. We generally lease space at our properties on a gross lease, F-12 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 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 . Acquisition Activities 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. 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 . 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 and assumed liabilities as follows: Acquisition Date Location Number of Properties Rentable Square Feet Purchase Price Land Buildings and Improvements Acquired Real Estate Leases Assumed Real Estate Lease Obligations June 2021 Chicago, IL (1) 1 531,000 $ 368,331 $ 42,935 $ 258,348 $ 76,136 $ ( 9,088 ) June 2021 Atlanta, GA 1 346,000 180,602 13,040 135,459 32,103 — August 2021 Boston, MA 1 49,000 27,545 16,103 10,217 1,225 — 3 926,000 $ 576,478 $ 72,078 $ 404,024 $ 109,464 $ ( 9,088 ) (1) Purchase price includes an adjustment of $ 13,031 t o record an estimated real estate tax liability as of the acquisition date. Disposition Activities The sales completed during the years ended December 31, 2023, 2022 and 2021, 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). F-13 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 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. 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. F-14 Table of Contents 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 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 Sales Price (1) Gain (Loss) on Sale of Real Estate Loss on Impairment of Real Estate January 2021 — Kansas City, MO (2)(3) 10,000 $ 845 $ ( 63 ) $ — January 2021 1 Richmond, VA (2) 311,000 130,000 54,181 — April 2021 1 Huntsville, AL 1,371,000 39,000 — 5,383 July 2021 1 Fresno, CA 532,000 6,000 — 33,902 July 2021 1 Liverpool, NY 38,000 650 31 — August 2021 1 Memphis, TN 205,000 15,270 287 — September 2021 1 Stoneham, MA 98,000 6,650 ( 282 ) 5,911 October 2021 — Sterling, VA (4) — 28,500 24,200 — 6 2,565,000 $ 226,915 $ 78,354 $ 45,196 (1) Gross sales price is the gross contract price, excluding closing costs. (2) Properties were classified as held for sale as of December 31, 2020. (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. Unconsolidated Joint Ventures 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: OPI Ownership OPI Carrying Value of Investments at December 31, Number of Properties Location Rentable Square Feet Joint Venture 2023 2022 Prosperity Metro Plaza 51 % $ 18,128 $ 19,237 2 Fairfax, VA 346,000 1750 H Street, NW 50 % — 15,892 1 Washington, D.C. 122,000 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. F-15 Table of Contents 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: Joint Venture Interest Rate (1) Maturity Date Principal Balance at December 31, 2023 and 2022 (2) Prosperity Metro Plaza 4.09 % 12/1/2029 $ 50,000 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 did not own. None of the debt is recourse to us. (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. Note 5. Leases 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 $ 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. We do not include in our measurement of our lease receivables certain variable payments, including payments determined by changes in the index or market-based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $ 88,173 , $ 83,103 and $ 85,107 for the years ended December 31, 2023, 2022 and 2021, respectively, of which tenant reimbursements totaled $ 82,885 , $ 78,388 and $ 81,295 , respectively. The following operating lease maturity analysis presents the future contractual lease payments to be received by us through 2053 as of December 31, 2023: Year Amount 2024 $ 378,748 2025 339,500 2026 310,205 2027 281,109 2028 243,928 Thereafter 1,428,379 Total $ 2,981,869 As of December 31, 2023, tenants representing approximately 1.8 % of our total operating lease maturities had exercisable rights to terminate their leases before the stated terms of their leases expire. In 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2034, 2035, 2036, 2037 and 2040, early termination rights become exercisable by other tenants who represented an additional approximatel y 1.4 %, 2.5 %, 2.4 %, 2.0 %, 6.1 %, 2.0 %, 2.6 %, 1.0 %, 0.8 %, 1.4 %, 4.4 %, 0.6 %, 0.6 % and 2.3 % 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, 2023, eight of our tenants had F-16 Table of Contents 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. 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. Rent expense incurred under the lease, net of sublease revenue, was $ 79 for the year ended December 31, 2021. Note 6. 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. 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 . 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 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 ; and • 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 . The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves. • Incentive Management Fee . 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: • 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. 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. F-17 Table of Contents 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. • The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of our common shareholders) is subject to adjustments if we issue or repurchase our common shares, or if our common shares are forfeited, during the measurement period. • No incentive management fee is payable by us unless our total return per share during the measurement period is positive. • The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated. • If our total return per share exceeds 12 % per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable index for such measurement period and 12 % per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable index in any year by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable index in any year, determined on a cumulative basis (i.e., between 200 basis points and 500 basis points per year multiplied by the number of years in the measurement period and below the applicable market index). • 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 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 $ 14,751 , $ 17,376 and $ 18,637 for the years ended December 31, 2023, 2022 and 2021, 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, 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. • Property Management and Construction Supervision Fees . 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 $ 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, 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 , F-18 Table of Contents OFFICE PROPERTIES INCOME TRUST 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. • Expense Reimbursement . 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 $ 25,872 , $ 24,371 and $ 24,766 for these expenses and costs for each of the years ended December 31, 2023, 2022 and 2021, respectively. We included these amounts in other operating expenses and general and administrative expense, as applicable, for these periods. • Term . Our management agreements with RMR have terms that end on December 31, 2043, 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: (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, as defined therein. 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 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 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 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. • Vendors . 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, 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. Note 7. 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. RMR is a majority owned subsidiary of RMR Inc. The Chair of our F-19 Table of Contents OFFICE PROPERTIES INCOME TRUST 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. 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 of other public companies to which RMR or its subsidiaries provide management services. Mr. 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 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 $ 851 , $ 1,126 and $ 1,138 for the years ended December 31, 2023, 2022 and 2021, 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. 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. Sonesta . 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 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 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. 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. Mr. 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 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. F-20 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 8. Concentration Tenant and Credit Concentration As of December 31, 2023, 2022 and 2021, the U.S. government and certain state and other government tenants combined were responsible for approximately 27.5 %, 28.5 % and 28.9 %, respectively, of our annualized rental income. The U.S. 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. 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. Geographic Concentration 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. Note 9. Indebtedness As of December 31, 2023 and 2022, our outstanding indebtedness consisted of the following: December 31, 2023 2022 Revolving credit facility, due in 2024 $ 205,000 $ 195,000 Mortgage note payable, 3.700 % interest rate, due in 2023 (1) — 50,000 Senior unsecured notes, 4.250 % interest rate, due in 2024 350,000 350,000 Senior unsecured notes, 4.500 % interest rate, due in 2025 650,000 650,000 Senior unsecured notes, 2.650 % interest rate, due in 2026 300,000 300,000 Senior unsecured notes, 2.400 % interest rate, due in 2027 350,000 350,000 Mortgage note payable, 8.272 % interest rate, due in 2028 42,700 — Mortgage note payable, 8.139 % interest rate, due in 2028 26,340 — Mortgage note payable, 7.671 % interest rate, due in 2028 54,300 — Senior unsecured notes, 3.450 % interest rate, due in 2031 400,000 400,000 Mortgage note payable, 7.210 % interest rate, due in 2033 30,680 — Mortgage note payable, 7.305 % interest rate, due in 2033 8,400 — Mortgage note payable, 7.717 % interest rate, due in 2033 14,900 — 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) 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, F-21 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 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 May 2023 (2) One property $ 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 %. F-22 Table of Contents OFFICE PROPERTIES INCOME TRUST 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: Year Principal Payment 2024 $ 555,000 2025 650,000 2026 300,000 2027 350,000 2028 123,487 Thereafter 615,833 Total $ 2,594,320 (1) (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. F-23 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 10. Fair Value of Assets and Liabilities 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: As of December 31, 2023 As of December 31, 2022 Financial Instrument Carrying Value (1) Fair Value Carrying Value (1) Fair Value Senior unsecured notes, 4.25 % interest rate, due in 2024 $ 349,144 $ 331,510 $ 346,863 $ 331,601 Senior unsecured notes, 4.50 % interest rate, due in 2025 646,266 510,445 642,818 589,388 Senior unsecured notes, 2.650 % interest rate, due in 2026 298,464 185,934 297,839 232,770 Senior unsecured notes, 2.400 % interest rate, due in 2027 348,086 196,147 347,466 256,606 Senior unsecured notes, 3.450 % interest rate, due in 2031 396,614 199,060 396,178 268,004 Senior unsecured notes, 6.375 % interest rate, due in 2050 156,904 83,916 156,711 113,075 Mortgage notes payable (2)(3) 172,131 179,813 49,917 49,099 Total $ 2,367,609 $ 1,686,825 $ 2,237,792 $ 1,840,543 (1) Includes unamortized debt premiums, discounts and issuance costs totaling $ 21,711 and $ 24,208 as of December 31, 2023 and 2022, respectively. (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. 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. F-24 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 11. Shareholders’ Equity Share Awards 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, 2023, 2022 and 2021, we awarded to our officers and other employees of RMR annual share awards of 210,300 , 141,200 and 117,800 of our common shares, respectively, valued at $ 1,211 , $ 2,470 and $ 2,994 , in aggregate, respectively. We also awarded each of our then Tr ustees 3,500 of our common shares in each of 2023, 2022 and 2021 as part of their annual compensation. These awards had aggregate values of $ 249 ( $ 28 per Trustee), $ 593 ($ 66 p er Trustee) and $ 837 ($ 105 per Trustee) in 2023, 2022 and 2021, 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. 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: 2023 2022 2021 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Unvested at beginning of year 231,301 $ 21.47 182,224 $ 26.23 157,521 $ 29.26 Awarded 241,800 $ 6.04 172,700 $ 17.74 145,800 $ 26.28 Forfeited ( 3,700 ) $ 17.31 ( 1,900 ) $ 25.97 ( 700 ) $ 25.97 Vested ( 180,720 ) $ 16.00 ( 121,723 ) $ 23.24 ( 120,397 ) $ 30.24 Unvested at end of year 288,681 $ 12.01 231,301 $ 21.47 182,224 $ 26.23 The 288,681 unvested shares as of December 31, 2023 are scheduled to vest as follows: 98,241 shares in 2024, 83,620 shares in 2025, 65,160 shares in 2026 and 41,660 shares in 2027. As of December 31, 2023, the estimated future compensation expense for the unvested shares was $ 3,042 . The weighted average period over which the compensation expense will be recorded is approximately 23 months. During the years ended December 31, 2023, 2022 and 2021, we recorded $ 2,257 , $ 2,905 and $ 2,868 , respectively, of compensation expense related to the 2009 Plan. At December 31, 2023, 657,860 of our common shares remained available for issuance under the 2009 Plan. Share Purchases During the years ended December 31, 2023, 2022 and 2021, w e purchased 48,329 , 30,821 and 37,801 of o ur common shares, respectively, valued at weighted average sh are prices of $ 6.08 , $ 17.54 and $ 26.55 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 During the years ended December 31, 2023, 2022 and 2021, we paid distributions on our common shares as follows: Annual Per Share Distribution Total Distributions Characterization of Distributions Year Return of Capital Ordinary Income Qualified Dividend 2023 $ 1.30 $ 63,187 100.00 % — % — % 2022 $ 2.20 $ 106,630 62.68 % 37.32 % — % 2021 $ 2.20 $ 106,368 — % 100.00 % — % 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. F-25 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 (dollars in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Cost amount carried at Close of Period Property Location Number of Properties Encumbrances (1) Land Buildings and Equipment Impairments/ Writedowns Land Buildings and Equipment Total (2) Accumulated Depreciation (3) Date(s) Acquired Original Construction Date(s) 445 Jan Davis Drive Huntsville, AL 1 $ — $ 1,501 $ 1,492 $ — $ — $ 1,501 $ 1,492 $ 2,993 $ ( 199 ) 12/31/2018 2007 131 Clayton Street Montgomery, AL 1 — 920 9,084 417 — 920 9,501 10,421 ( 2,957 ) 6/22/2011 2007 4344 Carmichael Road Montgomery, AL 1 — 1,374 11,658 571 — 1,374 12,229 13,603 ( 3,109 ) 12/17/2013 2009 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 711 S 14th Avenue Safford, AZ 1 — 460 11,708 903 ( 4,440 ) 364 8,267 8,631 ( 1,703 ) 6/16/2010 1992 Regents Center Tempe, AZ 2 — 4,121 3,042 354 — 4,121 3,396 7,517 ( 841 ) 12/31/2018 1988 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 (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 10949 N. Mather Boulevard Rancho Cordova, CA 1 — 562 16,923 1,052 — 562 17,975 18,537 ( 4,675 ) 10/30/2013 2012 11020 Sun Center Drive Rancho Cordova, CA 1 — 1,466 8,797 1,543 — 1,466 10,340 11,806 ( 2,174 ) 12/20/2016 1983 100 Redwood Shores Parkway Redwood City, CA 1 — 14,454 7,721 — — 14,454 7,721 22,175 ( 1,071 ) 12/31/2018 1993 3875 Atherton Road Rocklin, CA 1 — 177 853 479 — 177 1,332 1,509 ( 140 ) 12/31/2018 1991 801 K Street Sacramento, CA 1 — 4,688 61,994 10,472 — 4,688 72,466 77,154 ( 15,524 ) 1/29/2016 1989 9815 Goethe Road Sacramento, CA 1 — 1,450 9,465 2,181 — 1,450 11,646 13,096 ( 3,400 ) 9/14/2011 1992 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 (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 North First Street San Jose, CA 1 — 8,311 4,003 443 — 8,311 4,446 12,757 ( 729 ) 12/31/2018 1984 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 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 603 San Juan Avenue Stockton, CA 1 — 563 5,470 206 — 563 5,676 6,239 ( 1,586 ) 7/20/2012 2012 350 West Java Drive Sunnyvale, CA 1 — 24,609 462 978 — 24,609 1,440 26,049 ( 148 ) 12/31/2018 1984 7958 South Chester Street Centennial, CO 1 — 6,682 7,153 1,801 — 6,682 8,954 15,636 ( 1,265 ) 12/31/2018 2000 350 Spectrum Loop Colorado Springs, CO 1 — 3,650 7,732 594 — 3,650 8,326 11,976 ( 1,205 ) 12/31/2018 2000 12795 West Alameda Parkway Lakewood, CO 1 — 2,640 23,777 1,508 — 2,640 25,285 27,925 ( 8,849 ) 1/15/2010 1988 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 S-1 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2023 (dollars in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Cost amount carried at Close of Period Property Location Number of Properties Encumbrances (1) Land Buildings and Equipment Impairments/ Writedowns Land Buildings and Equipment Total (2) Accumulated Depreciation (3) Date(s) Acquired Original Construction Date(s) 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 1401 K Street, NW Washington, DC 1 — 29,215 34,656 8,485 — 29,215 43,141 72,356 ( 9,458 ) 10/2/2017 1929 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 (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 840 First Street, NE Washington, DC 1 — 42,727 73,278 2,912 — 42,727 76,190 118,917 ( 12,414 ) 10/2/2017 2003 10350 NW 112th Avenue Miami, FL 1 — 4,798 2,757 2,354 — 4,798 5,111 9,909 ( 684 ) 12/31/2018 2002 7850 Southwest 6th Court Plantation, FL 1 — 4,800 30,592 14,993 — 4,800 45,585 50,385 ( 9,839 ) 5/12/2011 1999 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 (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 Corporate Square Atlanta, GA 5 — 3,996 29,763 26,570 — 3,996 56,333 60,329 ( 21,009 ) 7/16/2004 1967 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 (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 8305 NW 62nd Avenue Johnston, IA 1 — 2,649 7,997 — — 2,649 7,997 10,646 ( 1,108 ) 12/31/2018 2011 1185, 1249 & 1387 S. Vinnell Way Boise, ID 3 — 3,390 29,026 1,246 — 3,390 30,272 33,662 ( 8,663 ) 9/11/2012 1996; 1997; 2002 2020 S. 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 1000 W. Fulton (5) 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 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 Intech Park Indianapolis, IN 3 — 4,170 69,759 12,052 — 4,170 81,811 85,981 ( 26,133 ) 10/14/2011 2000; 2001; 2008 7125 Industrial Road Florence, KY 1 — 1,698 11,722 293 — 1,698 12,015 13,713 ( 3,349 ) 12/31/2012 1980 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 S-2 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2023 (dollars in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Cost amount carried at Close of Period Property Location Number of Properties Encumbrances (1) Land Buildings and Equipment Impairments/ Writedowns Land Buildings and Equipment Total (2) Accumulated Depreciation (3) Date(s) Acquired Original Construction Date(s) 314 Littleton Road Westford, MA 1 — 5,691 8,487 100 — 5,691 8,587 14,278 ( 1,201 ) 12/31/2018 2007 Annapolis Commerce Center Annapolis, MD 2 — 4,057 7,665 4,806 — 4,057 12,471 16,528 ( 2,241 ) 10/2/2017 1989 4201 Patterson Avenue Baltimore, MD 1 — 901 8,097 4,134 ( 85 ) 893 12,154 13,047 ( 7,198 ) 10/15/1998 1989 7001 Columbia Gateway Drive Columbia, MD 1 — 5,642 10,352 3,444 — 5,642 13,796 19,438 ( 1,605 ) 12/31/2018 2008 Hillside Center Columbia, MD 2 — 3,437 4,228 1,015 — 3,437 5,243 8,680 ( 1,098 ) 10/2/2017 2001 TenThreeTwenty Columbia, MD 1 — 3,126 16,361 4,011 — 3,126 20,372 23,498 ( 3,418 ) 10/2/2017 1982 3300 75th Avenue Landover, MD 1 29,537 4,110 36,371 3,730 — 4,110 40,101 44,211 ( 13,789 ) 2/26/2010 1985 Redland 520/530 Rockville, MD 3 — 12,714 61,377 8,002 — 12,714 69,379 82,093 ( 11,313 ) 10/2/2017 2008 Redland 540 Rockville, MD 1 — 10,740 17,714 6,108 — 10,740 23,822 34,562 ( 5,344 ) 10/2/2017 2003 3550 Green Court Ann Arbor, MI 1 — 3,630 4,857 — — 3,630 4,857 8,487 ( 714 ) 12/31/2018 1998 11411 E. Jefferson Avenue Detroit, MI 1 — 630 18,002 586 — 630 18,588 19,218 ( 6,322 ) 4/23/2010 2009 Rosedale Corporate Plaza Roseville, MN 1 — 672 6,045 819 — 672 6,864 7,536 ( 3,917 ) 12/1/1999 1987 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 (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 (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 500 Charles Ewing Boulevard Ewing, NJ 1 42,279 4,808 26,002 1,554 — 4,808 27,556 32,364 ( 3,737 ) 12/31/2018 2012 299 Jefferson Road Parsippany, NJ 1 — 4,543 2,914 1,282 — 4,543 4,196 8,739 ( 723 ) 12/31/2018 2011 One Jefferson Road Parsippany, NJ 1 — 4,415 5,249 103 — 4,415 5,352 9,767 ( 741 ) 12/31/2018 2009 Airline Corporate Center Colonie, NY 1 — 790 6,400 1,876 — 790 8,276 9,066 ( 2,239 ) 6/22/2012 2004 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 S-3 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2023 (dollars in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Cost amount carried at Close of Period Property Location Number of Properties Encumbrances (1) Land Buildings and Equipment Impairments/ Writedowns Land Buildings and Equipment Total (2) Accumulated Depreciation (3) Date(s) Acquired Original Construction Date(s) Research Park Austin, TX 2 — 4,258 13,747 534 — 4,258 14,281 18,539 ( 3,403 ) 12/31/2018 1999 10451 Clay Road Houston, TX 1 — 5,495 10,253 2,432 — 5,495 12,685 18,180 ( 1,809 ) 12/31/2018 2013 202 North Castlegory Road Houston, TX 1 — 863 5,024 41 — 863 5,065 5,928 ( 657 ) 12/31/2018 2016 4221 W. John Carpenter Freeway Irving, TX 1 — 1,413 2,365 1,843 — 1,413 4,208 5,621 ( 1,445 ) 12/31/2018 1995 8675,8701-8711 Freeport Pkwy and 8901 Esters Boulevard Irving, TX 3 — 12,970 31,566 138 — 12,970 31,704 44,674 ( 4,375 ) 12/31/2018 1990 1511 East Common Street New Braunfels, TX 1 — 4,965 1,266 251 — 4,965 1,517 6,482 ( 323 ) 12/31/2018 2005 2900 West Plano Parkway Plano, TX 1 — 6,819 8,831 — — 6,819 8,831 15,650 ( 1,224 ) 12/31/2018 1998 3400 West Plano Parkway Plano, TX 1 — 4,543 15,964 321 — 4,543 16,285 20,828 ( 2,286 ) 12/31/2018 1994 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 (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 (5) Chantilly, VA 3 — 6,966 74,214 17,518 — 6,966 91,732 98,698 ( 15,123 ) 12/22/2016 1998; 2002; 2006 Enterchange at Meadowville Chester, VA 1 — 1,478 9,594 1,369 — 1,478 10,963 12,441 ( 2,720 ) 8/28/2013 1999 7987 Ashton Avenue Manassas, VA 1 — 1,562 8,253 1,069 — 1,562 9,322 10,884 ( 1,946 ) 1/3/2017 1989 Two Commercial Place Norfolk, VA 1 — 4,494 21,508 1,033 — 4,494 22,541 27,035 ( 2,976 ) 12/31/2018 1974 1759 Business Center Drive Reston, VA 1 — 4,033 28,517 2,517 — 4,033 31,034 35,067 ( 7,563 ) 5/28/2014 1987 1760 Business Center Drive Reston, VA 1 — 5,033 50,141 6,320 — 5,033 56,461 61,494 ( 13,571 ) 5/28/2014 1987 1775 Wiehle Avenue Reston, VA 1 — 4,138 26,120 5,716 — 4,138 31,836 35,974 ( 5,376 ) 10/2/2017 2001 9201 Forest Hill Avenue Richmond, VA 1 — 1,344 375 668 — 1,344 1,043 2,387 ( 239 ) 12/31/2018 1985 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 (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 (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 S-4 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2023 (dollars in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Cost amount carried at Close of Period Property Location Number of Properties Encumbrances (1) Land Buildings and Equipment Impairments/ Writedowns Land Buildings and Equipment Total (2) Accumulated Depreciation (3) Date(s) Acquired Original Construction Date(s) 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 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 debt issuance costs totaling $ 5,189 . (2) Excludes the value of real estate intangibles. Aggregate cost for federal income tax purposes is approximately $ 7,540,917 . (3) Depreciation on building and improvements is provided for periods ranging up to 40 years and on equipment up to seven years . (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. S-5 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2023 (dollars in thousands) An analysis of the carrying amount of real estate properties and accumulated depreciation is as follows: Real Estate Properties Accumulated Depreciation Balance at December 31, 2020 $ 3,522,143 $ 451,914 Additions 584,805 92,266 Loss on asset impairment ( 58,696 ) — Disposals ( 72,137 ) ( 8,675 ) Cost basis adjustment (1) ( 37,239 ) ( 37,239 ) Reclassification of assets of properties held for sale ( 27,790 ) ( 2,354 ) Balance at December 31, 2021 3,911,086 495,912 Additions 222,951 96,966 Loss on asset impairment ( 17,303 ) — Disposals ( 173,841 ) ( 26,997 ) Cost basis adjustment (1) ( 4,235 ) ( 4,235 ) Reclassification of assets of properties held for sale ( 2,584 ) ( 188 ) Balance at December 31, 2022 3,936,074 561,458 Additions 221,246 107,460 Loss on asset impairment ( 11,299 ) — Disposals ( 51,011 ) ( 15,709 ) Reclassification of assets of properties held for sale ( 29,331 ) ( 3,030 ) Balance at December 31, 2023 $ 4,065,679 $ 650,179 (1) Represents the reclassification between accumulated depreciation and building made to certain properties reclassified as assets of properties held for sale at fair value less costs to sell in accordance with GAAP. S-6 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OFFICE PROPERTIES INCOME TRUST By: /s/ Yael Duffy Yael Duffy President and Chief Operating Officer Dated: February 15, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Yael Duffy President and Chief Operating Officer February 15, 2024 Yael Duffy /s/ Brian E. Donley Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) February 15, 2024 Brian E. Donley /s/ Jennifer B. Clark Managing Trustee February 15, 2024 Jennifer B. Clark /s/ Adam D. Portnoy Managing Trustee February 15, 2024 Adam D. Portnoy /s/ Donna D. Fraiche Independent Trustee February 15, 2024 Donna D. Fraiche /s/ Barbara D. Gilmore Independent Trustee February 15, 2024 Barbara D. Gilmore /s/ John L. Harrington Independent Trustee February 15, 2024 John L. Harrington /s/ William A. Lamkin Independent Trustee February 15, 2024 William A. Lamkin /s/ Elena Poptodorova Independent Trustee February 15, 2024 Elena Poptodorova /s/ Jeffrey P. Somers Independent Trustee February 15, 2024 Jeffrey P. Somers /s/ Mark A. Talley Independent Trustee February 15, 2024 Mark A. Talley