OPI filing — read by section

Item 9A. Controls and Procedures

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, 2024 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, 2024. 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, 2024, our internal control over financial reporting is effective. 
 Deloitte & Touche LLP, the independent registered public accounting firm that audited our 2024 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, 2024, 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. 
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 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, Massachusetts 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. 
 We have adopted comprehensive insider trading policies and procedures that apply to trustees, directors, officers and employees, as applicable, of us and RMR. These policies are designed to prevent trading on the basis of material nonpublic information and to ensure compliance with applicable securities laws. The policies include provisions for pre-clearance of trades, blackout periods and the establishment of Rule 10b5-1 trading plans. A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K. 
 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, 2024. 
 
 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. 94,000 (1) 
 
 Equity compensation plans not approved by securityholders None. None. None. 
 Total 
 None. None. 94,000 (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. 
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 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, 2024 and 2023 
 F-4 
 
 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023 
 F-5 
 
 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 and 2023 
 F-6 
 
 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 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 Third Amended and Restated Bylaws of the Company, adopted June 13, 2024. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 13, 2024.) 
 
 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 12, 2024, among the Company, certain of its subsidiaries named therein and U.S. Bank Trust Company, National Association , relating to the Company’s 9.000% Senior Secured Notes due 2029, including form thereof . (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 12, 2024.) 
 

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 4.8 Indenture, dated as of June 20, 2024, among the Company, certain of its subsidiaries named therein and U.S. Bank Trust Company, National Association, relating to the Company ’ s 9.000% Senior Secured Notes due 2029, including form thereof . (Incorporated by reference to the Company's Current Report on Form 8-K filed on June 21, 2024.) 
 
 4.9 Indenture, dated as of October 8, 2024, among the Company, certain of its subsidiaries named therein and U.S. Bank Trust Company, National Association, relating to the Company ’ s 9. 000% Senior Secured Notes due 2029, including form thereof. (Incorporated by reference to the Company's Current Report on Form 8-K filed on October 9, 2024.) 
 
 4.10 Indenture, dated as of December 11, 2024, among the Company, certain of its subsidiaries named therein and U.S. Bank Trust Company, National Association, relating to the Company’s 3.250% Senior Secured Notes due 2027, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 11, 2024.) 
 
 4.11 Supplemental Indenture, dated December 17, 2024, among the Company, Clay HoldCo LLC and U.S. Bank Trust Company, National Association, relating to the Company’s 3.250% Senior Notes due 2027. (Filed herewith.) 
 
 4.12 Supplemental Indenture, dated January 29, 2025, among the Company, 20 Mass Ave TRS Inc. and U.S. Bank Trust Company, National Association, relating to the Company ’ s 3.250% Senior Notes due 2027. (Filed herewith.) 
 
 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. (Filed herewith.) 
 
 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. (+) (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2023.) 
 
 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 Pledge Agreement, dated as of January 29, 2024, among certain subsidiaries of the Company party thereto 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.) 
 
 10.11 Pledge 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.) 
 

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 10.12 Exchange Agreement, dated November 24, 2024, among the Company and the holders of Senior Unsecured Notes due 2025 from time to time party thereto. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 25, 2024.) 
 
 19.1 Insider Trading Policies and Procedures. (Filed herewith.) 
 
 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. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.) 
 
 
 99.1 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. 
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 Report of Independent Registered Public Accounting Firm 
 To the Shareholders and the Board of Trustees 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, 2024 and 2023, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows, for each of the two years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, 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, 2024, 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 13, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. 
 
 
 Going Concern 
 
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has insufficient liquidity and limited debt or equity financing alternatives to satisfy its upcoming debt obligations, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 
 
 
 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 $3.0 billion, net of accumulated depreciation of $618.7 million as of December 31, 2024. 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 
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 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 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 13, 2025 
 
 We have served as the Company’s auditor since 2020. 

 F-2 

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 Report of Independent Registered Public Accounting Firm 
 To the Shareholders and the Board of Trustees 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, 2024, 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, 2024, 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, 2024, of the Company and our report dated February 13, 2025, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding going concern. 
 
 
 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 directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. 
 
 
 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 13, 2025 
 
 

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 OFFICE PROPERTIES INCOME TRUST 
 CONSOLIDATED BALANCE SHEETS 
 (dollars in thousands, except per share data) 

 
 
 December 31, 
 2024 2023 
 ASSETS 
 Real estate properties: 
 Land $ 711,039 $ 786,310 
 Buildings and improvements 2,946,520 3,279,369 
 Total real estate properties, gross 3,657,559 4,065,679 
 Accumulated depreciation ( 618,650 ) ( 650,179 ) 
 Total real estate properties, net 3,038,909 3,415,500 
 Assets of properties held for sale 32,199 37,310 
 Investments in unconsolidated joint ventures 17,370 18,128 
 Acquired real estate leases, net 193,739 263,498 
 Cash and cash equivalents 261,318 12,315 
 Restricted cash 13,847 14,399 
 Rents receivable 155,668 133,264 
 
 Deferred leasing costs, net 97,642 86,971 
 Other assets, net 11,594 8,284 
 Total assets $ 3,822,286 $ 3,989,669 
 
 LIABILITIES AND SHAREHOLDERS’ EQUITY 
 Unsecured debt, net $ 662,277 $ 2,400,478 
 Secured debt, net 1,872,357 172,131 
 Liabilities of properties held for sale 765 2,525 
 Accounts payable and other liabilities 118,689 140,166 
 Due to related persons 5,869 7,025 
 Assumed real estate lease obligations, net 9,525 11,665 
 Total liabilities 2,669,482 2,733,990 
 
 Commitments and contingencies 
 
 Shareholders’ equity: 
 Common shares of beneficial interest, $ .01 par value: 200,000,000 shares authorized, 69,824,743 and 48,755,415 shares issued and outstanding, respectively 
 698 488 
 Additional paid in capital 2,656,548 2,621,493 
 Cumulative net (loss) income ( 35,933 ) 100,174 
 
 Cumulative common distributions ( 1,468,509 ) ( 1,466,476 ) 
 Total shareholders’ equity 1,152,804 1,255,679 
 Total liabilities and shareholders’ equity $ 3,822,286 $ 3,989,669 

 The accompanying notes are an integral part of these consolidated financial statements. 
 F-4 

 
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 OFFICE PROPERTIES INCOME TRUST 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 
 (amounts in thousands, except per share data) 

 
 
 Year Ended December 31, 
 2024 2023 
 
 Rental income $ 501,979 $ 533,553 
 
 Expenses: 
 Real estate taxes 62,369 62,831 
 Utility expenses 27,467 26,778 
 Other operating expenses 107,400 109,883 
 Depreciation and amortization 194,737 209,254 
 Loss on impairment of real estate 181,578 11,299 
 Transaction related costs 1,144 31,816 
 General and administrative 21,128 22,731 
 Total expenses 595,823 474,592 
 
 (Loss) gain on sale of real estate ( 7,410 ) 3,780 
 
 
 Interest and other income 3,668 1,039 
 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 13,463 and $ 9,209 , respectively) 
 ( 163,745 ) ( 110,647 ) 
 Gain on early extinguishment of debt 126,185 — 
 Loss before income tax expense and equity in net losses of investees ( 135,146 ) ( 46,867 ) 
 Income tax expense ( 203 ) ( 351 ) 
 Equity in net losses of investees ( 758 ) ( 3,031 ) 
 Loss on impairment of equity method investment — ( 19,183 ) 
 Net loss ( 136,107 ) ( 69,432 ) 
 
 
 Weighted average common shares outstanding (basic and diluted) 51,806 48,389 
 
 Per common share amounts (basic and diluted): 
 Net loss $ ( 2.63 ) $ ( 1.44 ) 

 
 
 The accompanying notes are an integral part of these consolidated financial statements. 
 F-5 

 
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 OFFICE PROPERTIES INCOME TRUST 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY 
 (dollars in thousands) 

 
 Number of Shares Common Shares Additional Paid In Capital Cumulative
Net
Income (Loss) Cumulative
Common
Distributions Total 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 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 
 Issuance of common shares 20,505,468 205 33,591 — — 33,796 
 Common share grants 649,198 6 1,655 — — 1,661 
 Common share repurchases ( 85,338 ) ( 1 ) ( 191 ) — — ( 192 ) 
 Net loss — — — ( 136,107 ) — ( 136,107 ) 
 Distributions to common shareholders — — — — ( 2,033 ) ( 2,033 ) 
 Balance at December 31, 2024 69,824,743 $ 698 $ 2,656,548 $ ( 35,933 ) $ ( 1,468,509 ) $ 1,152,804 
 
 
 
 
 
 
 

 The accompanying notes are an integral part of these consolidated financial statements. 
 
 
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 OFFICE PROPERTIES INCOME TRUST 
 CONSOLIDATED STATEMENTS OF CASH FLOWS 
 (dollars in thousands) 

 
 Year Ended December 31, 
 2024 2023 
 CASH FLOWS FROM OPERATING ACTIVITIES: 
 Net loss $ ( 136,107 ) $ ( 69,432 ) 
 Adjustments to reconcile net loss to net cash provided by operating activities: 
 Depreciation 118,710 107,460 
 Net amortization of debt premiums, discounts and issuance costs 13,463 9,209 
 Amortization of acquired real estate leases and assumed real estate lease obligations, net 64,636 92,805 
 Amortization of deferred leasing costs 12,990 10,063 
 Loss (gain) on sale of real estate 7,410 ( 3,780 ) 
 Loss on impairment of real estate 181,578 11,299 
 Gain on early extinguishment of debt ( 138,603 ) — 
 Straight line rental income ( 31,102 ) ( 26,194 ) 
 Other non-cash expenses, net 575 1,168 
 
 
 Equity in net losses of investees 
 758 3,031 
 Impairment loss on equity method investment 
 — 19,183 
 
 Change in assets and liabilities: 
 Rents receivable 5,999 ( 2,376 ) 
 Deferred leasing costs ( 22,969 ) ( 23,510 ) 
 Other assets 1,377 ( 1,495 ) 
 Accounts payable and other liabilities ( 10,392 ) 13,739 
 Due to related persons ( 1,156 ) 556 
 
 Net cash provided by operating activities 67,167 141,726 
 
 CASH FLOWS FROM INVESTING ACTIVITIES: 
 Real estate acquisitions — ( 2,785 ) 
 Real estate improvements ( 123,376 ) ( 229,004 ) 
 
 
 Proceeds from sale of property, net 189,986 42,181 
 Contributions to unconsolidated joint ventures — ( 5,213 ) 
 
 
 
 
 
 
 Net cash used in investing activities 66,610 ( 194,821 ) 
 
 CASH FLOWS FROM FINANCING ACTIVITIES: 
 Repayment of mortgage notes payable — ( 50,000 ) 
 Proceeds from issuance of mortgage notes payable — 177,320 
 Repayment of senior unsecured notes ( 350,242 ) — 
 Proceeds from issuance of senior secured notes 338,986 — 
 Borrowings on revolving credit facility 452,000 240,000 
 Repayments on revolving credit facility ( 332,000 ) ( 230,000 ) 
 Borrowings on secured term loan 100,000 — 
 Payment of debt issuance costs ( 91,845 ) ( 6,279 ) 
 
 Repurchases of common shares ( 192 ) ( 294 ) 
 
 Distribution to common shareholders ( 2,033 ) ( 63,187 ) 
 Net cash provided by (used in) financing activities 114,674 67,560 
 
 Increase in cash, cash equivalents and restricted cash 248,451 14,465 
 Cash, cash equivalents and restricted cash at beginning of period 26,714 12,249 
 Cash, cash equivalents and restricted cash at end of period $ 275,165 $ 26,714 

 
 
 The accompanying notes are an integral part of these consolidated financial statements. 
 F-7 

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 OFFICE PROPERTIES INCOME TRUST 
 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) 
 (dollars in thousands) 
 
 

 
 
 
 Year Ended December 31, 
 2024 2023 
 SUPPLEMENTAL CASH FLOW INFORMATION: 
 Interest paid $ 145,326 $ 107,645 
 Income taxes paid $ 361 $ 478 
 
 NON-CASH INVESTING ACTIVITIES: 
 Real estate improvements accrued, not paid $ 16,767 $ 32,231 
 
 Capitalized interest $ 969 $ 7,634 
 
 
 
 
 
 NON-CASH FINANCING ACTIVITIES: 
 Extinguishment of unsecured senior notes in exchange for senior secured notes and common shares $ ( 180,548 ) $ — 
 
 
 
 
 

 
 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, 
 2024 2023 
 Cash and cash equivalents $ 261,318 $ 12,315 
 Restricted cash 13,847 14,399 
 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 275,165 $ 26,714 

 
 
 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. Business 
 Office Properties Income Trust and its consolidated subsidiaries, or OPI, we, us or our, is a real estate investment trust, or REIT, formed in 2009 under Maryland law. 
 As of December 31, 2024, our wholly owned properties were comprised of 128 properties containing approximately 17,763,000 rentable square feet and we had a noncontrolling ownership interest of 51 % in an unconsolidated joint venture that owned two properties totaling approximately 346,000 rentable square feet. 
 Going Concern 
 Our portfolio has been adversely affected by shifts in office space utilization, including increased remote work arrangements and tenants consolidating their real estate footprint. Demand for office space continues to face headwinds and declining rents and increasing costs to relet space when tenants can be identified continue to impact the market. In addition, there are limited debt or equity financing alternatives available to us to refinance our debt and financing sources we have utilized have increased our cost of capital. The duration and ultimate impact of these factors on our properties and our business remains uncertain and subject to change; however, these conditions continue to have a significant negative impact on our results of operations, financial position and cash flows. As of February 13, 2025, our total available liquidity was comprised of $ 113,000 of cash and, in addition to long-term debt, our near-term obligations include outstanding lease obligations of $ 81,865 and principal debt repayments of $ 26,000 in 2025 and $ 291,488 in 2026. 
 Given the limited alternatives available to us to obtain debt or equity to refinance our maturing debt, the illiquid nature of our real estate assets and our ability to incur additional debt while maintaining compliance with the financial covenants in our existing debt agreements, we continue to work with our financial advisor, Moelis & Company LLC, to evaluate strategies to address our upcoming debt obligations, including through asset sales, future debt exchanges or equity issuances. However, we are not able to conclude that it is probable that these strategies will allow us to satisfy our upcoming debt obligations and maturities. If we are unable to consummate transactions allowing us to refinance our maturing debt, our Board of Trustees may consider a reorganization in a bankruptcy court. As a result of the foregoing, we have concluded that there is substantial doubt about our ability to continue as a going concern. 
 The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. 
 
 
 
 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. 
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 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
 (dollars in thousands, except per share amounts) 

 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 net increases to rental income of $ 402 and $ 252 during the years ended December 31, 2024 and 2023, 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 $ 65,039 and $ 93,057 during the years ended December 31, 2024 and 2023, respectively. If a lease is terminated prior to its stated expiration, we write off the unamortized amounts relating to that lease. 
 As of December 31, 2024 and 2023, our acquired real estate leases and assumed real estate lease obligations, excluding properties classified as held for sale, were as follows: 
 December 31, 
 2024 2023 
 Acquired real estate leases: 
 Capitalized above market lease values $ 7,715 $ 14,758 
 Less: accumulated amortization ( 5,814 ) ( 10,876 ) 
 Capitalized above market lease values, net 1,901 3,882 
 
 Lease origination value 433,347 572,766 
 Less: accumulated amortization ( 241,509 ) ( 313,150 ) 
 Lease origination value, net 191,838 259,616 
 Acquired real estate leases, net $ 193,739 $ 263,498 
 
 Assumed real estate lease obligations: 
 Capitalized below market lease values $ 14,177 $ 25,678 
 Less: accumulated amortization ( 4,652 ) ( 14,013 ) 
 Assumed real estate lease obligations, net $ 9,525 $ 11,665 

 As of December 31, 2024, the weighted average amortization periods for capitalized above market leases, lease origination value and capitalized below market lease values were 4.0 years, 7.3 years and 12.0 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, 
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 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
 (dollars in thousands, except per share amounts) 

 2024 are estimated to be $ 42,347 in 2025, $ 34,401 in 2026, $ 27,444 in 2027, $ 14,981 in 2028, $ 13,462 in 2029 and $ 51,579 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 $ 10,988 and $ 8,737 , and reductions to rental income related to the amortization of inducements of $ 2,003 and $ 1,326 for the years ended December 31, 2024 and 2023, respectively. Deferred leasing costs, excluding properties classified as held for sale, totaled $ 127,095 and $ 113,433 at December 31, 2024 and 2023, respectively, and accumulated amortization of deferred leasing costs totaled $ 29,453 and $ 26,462 at December 31, 2024 and 2023, respectively. Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2024 are estimated to be $ 12,751 in 2025, $ 11,948 in 2026, $ 11,203 in 2027, $ 10,520 in 2028, $ 9,637 in 2029 and $ 41,583 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 $ 325,000 secured revolving credit facility and 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, 2024, debt issuance costs for our revolving credit facility were $ 7,838 and accumulated amortization of debt issuance costs for our revolving credit facility was $ 2,396 . As of December 31, 2023, debt issuance costs for our prior revolving credit facility were $ 5,328 and accumulated amortization of debt issuance costs for our prior revolving credit facility was $ 5,240 . Debt issuance costs, net of accumulated amortization, for our senior notes, term loan and mortgage notes payable are presented as a direct deduction from the associated debt liability in our consolidated balance sheets. As of December 31, 2024 and 2023, debt issuance costs, net of accumulated amortization, for our senior notes, term loan and mortgage notes payable totaled $ 65,802 and $ 16,623 , respectively. Future amortization of debt issuance costs to be recognized with respect to our revolving credit facility and term loan, senior notes and mortgage notes payable as of December 31, 2024 are estimated to be $ 22,519 in 2025, $ 22,192 in 2026, $ 10,086 in 2027, $ 7,310 in 2028, $ 4,268 in 2029 and $ 4,869 thereafter. 
 Equity Method Investments. As of December 31, 2024, we had a noncontrolling ownership interest of 51 % in an unconsolidated joint venture that owned two properties. The properties owned by the joint venture were encumbered by $ 50,000 of mortgage indebtedness. We did not control the activities that are most significant to the joint venture and, as a result, we accounted for our investment in the joint venture 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 
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 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
 (dollars in thousands, except per share amounts) 

 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. 
 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. 
 New Accounting Pronouncements. In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities, including those with a single reportable segment, 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 , 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. ASU No. 2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments. We adopted ASU No. 2023-07 effective December 31, 2024. As a result we have included additional information related to the required disclosures within Note 12 to our consolidated financial statements. 
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 OFFICE PROPERTIES INCOME TRUST 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
 (dollars in thousands, except per share amounts) 

 In December 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statements Expenses , which requires public entities to provide disaggregated disclosure of certain income statement expense captions within the footnotes to the financial statements. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods after December 15, 2027, with early adoption permitted. We are currently evaluating the impact ASU 2024-03 will have on our consolidated financial statements. 
 
 Note 3. Per Common Share Amounts 
 The calculation of basic and diluted earnings per share is as follows (amounts in thousands, except per share data): 
 
 Year Ended December 31, 
 2024 2023 
 Numerators: 
 Net loss $ ( 136,107 ) $ ( 69,432 ) 
 Income attributable to unvested participating securities ( 14 ) ( 305 ) 
 Net loss used in calculating earnings per common share $ ( 136,121 ) $ ( 69,737 ) 
 
 Denominators: 
 Weighted average common shares outstanding - basic and diluted (1) 
 51,806 48,389 
 
 
 Net loss per common share - basic and diluted $ ( 2.63 ) $ ( 1.44 ) 
 

 (1) For the years ended December 31, 2024 and 2023 there were no dilutive common shares. 
 
 Note 4. Real Estate Properties 
 As of December 31, 2024, our wholly owned properties were comprised of 128 properties containing approximately 17,763,000 rentable square feet, with an undepreciated carrying value of $ 3,699,294 , including $ 41,735 classified as held for sale. We also had a noncontrolling ownership interest of 51 % in an unconsolidated joint venture that owned two properties containing approximately 346,000 rentable square feet. We generally lease space at our properties on a gross lease, modified gross lease or net lease basis pursuant to fixed term contracts expiring between 2025 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, 2024, we entered into 52 leases for approximately 2,042,000 rentable square feet for a weighted (by rentable square feet) average lease term of 8.8 years and we made commitments of $ 95,935 for leasing related costs. As of December 31, 2024, we had estimated unspent leasing related obligations of $ 81,865 . 
 Acquisition Activities 
 2024 Acquisition Activities 
 We did not acquire any properties during the year ended December 31, 2024. 
 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. 
 Disposition Activities 
 The sales completed during the years ended December 31, 2024 and 2023, as presented in the tables below, do not 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). 
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 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
 (dollars in thousands, except per share amounts) 

 2024 Disposition Activities 
 During the year ended December 31, 2024, we sold 24 properties containing approximately 2,789,000 rentable square feet for an aggregate sales price of $ 199,351 , 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 
 
 March 2024 1 Chicago, IL (2) 
 248,000 $ 38,500 $ ( 2,448 ) $ — 
 July 2024 1 Malden, MA 126,000 7,800 ( 10 ) ( 13,973 ) 
 August 2024 3 Indianapolis, IN 434,000 10,100 729 ( 50,851 ) 
 September 2024 1 Atlanta, GA 126,000 17,610 8,690 — 
 September 2024 1 San Jose, CA 64,000 10,800 ( 954 ) ( 819 ) 
 November 2024 1 Colorado Springs, CO 156,000 26,164 12,962 — 
 November 2024 1 Rocklin, CA 19,000 2,627 1,084 — 
 November 2024 3 Lakewood, CO 213,000 8,100 ( 9,132 ) — 
 December 2024 5 Atlanta, GA 379,000 18,100 79 ( 21,937 ) 
 December 2024 1 Florence, KY 168,000 3,250 ( 6,966 ) — 
 December 2024 1 Sacramento, CA 338,000 21,000 ( 6,502 ) ( 33,902 ) 
 December 2024 1 Reston, VA 131,000 7,200 ( 869 ) ( 18,540 ) 
 December 2024 1 Kansas City, MO 87,000 8,000 32 ( 4,370 ) 
 December 2024 1 Westford, MA 175,000 5,100 ( 6,481 ) ( 3,554 ) 
 December 2024 2 Provo, UT 125,000 15,000 2,376 — 
 
 
 
 
 24 2,789,000 $ 199,351 $ ( 7,410 ) $ ( 147,946 ) 

 (1) Gross sales price is the gross contract price, excluding closing costs. 
 (2) Property was classified as held for sale as of December 31, 2023. We recorded an $ 11,299 loss on impairment of real estate during the year ended December 31, 2023 to reduce the carrying value of this property to its estimated fair value less costs to sell as of December 31, 2023. 
 As of December 31, 2024, we had six properties, that are under agreement to sell for an aggregate sales price of $ 54,763 , excluding closing costs, five of which are classified as held for sale in our consolidated balance sheet, as summarized below: 
 
 Date of Sale Agreement Number of Properties Location Rentable Square Feet Gross Sales Price (1) 
 (Loss) on Impairment of Real Estate 
 
 September 2024 2 Santa Clara, CA 149,000 $ 21,150 $ ( 11,041 ) 
 October 2024 2 Tempe, AZ 101,000 10,738 — 
 December 2024 1 Detroit, MI 56,000 4,750 ( 8,001 ) 
 December 2024 1 Reston, VA (2) 
 275,000 18,125 — 
 
 
 
 
 
 
 
 
 
 6 581,000 $ 54,763 $ ( 19,042 ) 

 (1) Gross sales price is the contract price, excluding closing costs. 
 (2) Property did not meet held for sale criteria as of December 31, 2024. 
 The pending sales in the preceding table are subject to conditions; accordingly, we cannot be sure that we will complete these sales or that these sales will not be delayed or the pricing will not change. See Note 10 for more information regarding our properties held for sale. 
 We also recorded a $ 12,017 loss on impairment of real estate to reduce the carrying value of one property that was classified as held for sale to its estimated fair value, less costs to sell as of June 30, 2024. Subsequently, we removed this property from held for sale status due to a change of plan for sale and recorded an additional loss on impairment of $ 2,573 to reduce the carrying value of this property to its estimated fair value as of September 30, 2024. 
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 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
 (dollars in thousands, except per share amounts) 

 In February 2025, we sold one additional property with approximately 100,000 rentable square feet for a sale price of $ 5,750 , excluding closing costs. This property previously secured our March 2027 Notes. Accordingly, we expect to use the net proceeds of this sale to redeem a portion of our March 2027 Notes in accordance with the terms of the indenture governing the March 2027 Notes. 
 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 properties 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. 
 Unconsolidated Joint Ventures 
 As of December 31, 2024, we owned an interest in one joint venture that owned two properties. We accounted for this investment under the equity method of accounting. 
 During the year ended December 31, 2024, our 1750 H Street, NW joint venture did not have sufficient cash flow to pay its monthly debt service resulting in an event of default under the mortgage, and the non-recourse mortgage lender to this joint venture completed a foreclosure of the property, after which, the joint venture ceased to have an economic interest in the property. We wrote off our full investment in this joint venture as of December 31, 2023 and did not make capital contributions to this joint venture during the year ended December 31, 2024. Accordingly, we did not record our proportionate share of operating results of the joint venture for the year ended December 31, 2024. 
 As of December 31, 2024 and 2023, our investments in our 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 2024 2023 
 Prosperity Metro Plaza 51 % $ 17,370 $ 18,128 2 Fairfax, VA 346,000 
 1750 H Street, NW 50 % — — 1 Washington, D.C. 125,000 
 Total $ 17,370 $ 18,128 3 471,000 

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 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 unconsolidated joint ventures as of December 31, 2024 and 2023: 
 
 Principal Balance at December 31, 
 Joint Venture Interest Rate (1) 
 Maturity Date 2024 (2) 
 2023 (2) 
 
 Prosperity Metro Plaza 4.09 % 12/1/2029 $ 50,000 $ 50,000 
 1750 H Street, NW 3.69 % 8/1/2027 — 32,000 
 Weighted Average / Total 3.93 % $ 50,000 $ 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. 
 As of December 31, 2024, the unamortized basis difference of our Prosperity Metro Plaza joint venture of $ 673 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). 
 
 Note 5. Leases 
 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 once we have determined that the collectability of substantially all of the lease payments is probable. We increased rental income to record revenue on a straight line basis by $ 31,102 and $ 26,194 for the years ended December 31, 2024 and 2023, respectively. Rents receivable, excluding properties classified as held for sale, included $ 140,132 and $ 112,440 of straight line rent receivables at December 31, 2024 and 2023, 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 $ 86,903 and $ 88,173 for the years ended December 31, 2024 and 2023, respectively, of which tenant reimbursements totaled $ 82,647 and $ 82,885 , respectively. 
 The following operating lease maturity analysis presents the future contractual lease payments to be received by us through 2053 as of December 31, 2024: 
 
 Year Amount 
 2025 $ 318,530 
 2026 310,043 
 2027 291,562 
 2028 259,443 
 2029 249,250 
 Thereafter 1,296,713 
 Total $ 2,725,541 

 As of December 31, 2024, tenants representing approximately 1.2 % of our total operating lease maturities had exercisable rights to terminate their leases before the stated terms of their leases expire. In 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 approximately 1.4 %, 1.9 %, 2.0 %, 5.7 %, 4.1 %, 2.6 %, 1.8 %, 5.7 %, 1.5 %, 4.4 %, 0.6 %, 0.6 % and 2.3 % of our total 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, 2024, five of our tenants had the right to 
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 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 five tenants represented approximately 2.8 % of our total operating lease maturities as of December 31, 2024. 
 
 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 applicable benchmark index. 
 
 
 For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period. 
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 • The 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. 
 Business management fees are included in general and administrative expenses in our consolidated statements of comprehensive income (loss). We did not incur any incentive management fee pursuant to our business management agreement for the years ended December 31, 2024 or 2023. 
 • 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. Property management fees are included in other operating expenses in our consolidated statements of net income (loss) and construction supervision fees are capitalized as building improvements in our consolidated balance sheets and are 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 which are included in other operating expenses and general and administrative expense, as applicable, in our consolidated statements of comprehensive income (loss). 
 • Term . Our management agreements with RMR have terms that end on December 31, 2044, 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. 
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 • 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. 
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 • 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. 
 In January 2025, in connection with a $ 100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement. Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and providing Citibank 30 days to cure the default on RMR’s behalf. The consent was approved by our Independent Trustees. 
 
 
 For the years ended December 31, 2024 and 2023, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our consolidated financial statements were as follows: 
 Year Ended December 31, 
 2024 2023 
 Pursuant to business management agreement: 
 Business management fees (1) 
 $ 13,145 $ 14,751 
 
 Pursuant to property management agreement: 
 Property management fees (2) 
 $ 13,584 $ 14,890 
 Construction supervision fees 2,872 8,390 
 $ 16,456 $ 23,280 
 
 Expense Reimbursement: 
 Property level expenses 
 $ 25,797 $ 25,872 
 

 (1) The net business management fees we recognized for the years ended December 31, 2024 and 2023 each reflect a reduction of $ 603 for the amortization of the liability we recorded in connection with our former investment in RMR Inc. 
 (2) The net property management fees we recognized for the years ended December 31, 2024 and 2023 each reflect a reduction of $ 484 for the amortization of the liability we recorded in connection with our former investment in RMR Inc. 
 
 
 Management Agreements between our Joint Venture and RMR . RMR provides management services to our unconsolidated joint venture. We are not obligated to pay management fees to RMR under our management agreement with RMR for the services it provides regarding the joint venture. The joint venture pays 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 Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director, the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Jennifer Clark, our other Managing Trustee, is a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR and an officer of ABP Trust. Each of our officers is also an officer and employee of RMR. Some of our Independent Trustees also serve as independent trustees 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 venture. See Note 6 for more information regarding our and our unconsolidated joint venture’s management agreements with RMR. 
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 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 $ 807 and $ 851 for the years ended December 31, 2024 and 2023, 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 the vesting of share awards. 
 Sonesta . Prior to January 1, 2025, we leased 240,000 rentable square feet of a mixed-use property in Washington, D.C. pursuant to a lease with a subsidiary of Sonesta, or the Sonesta Lease. We terminated the Sonesta Lease, effective January 1, 2025. The Sonesta Lease commenced in August 2023 and was amended in September 2024 to expand the premises by 5,900 rentable square feet. Pursuant to the amended Sonesta Lease, Sonesta was required to pay us annual base rent of approximately $ 6,724 beginning February 2025, and the annual base rent would have increased by 10 % every five years throughout the term. Sonesta was also obligated to pay its pro rata share of the operating costs for the property. We recognized rental income of $ 12,428 in 2024 under the Sonesta Lease. As of December 31, 2024, we had paid approximately $ 76,834 of tenant improvement costs for the build out of the hotel space pursuant to the Sonesta Lease. 
 Effective January 1, 2025, we entered into a management agreement with Sonesta, or the Sonesta Management Agreement, to replace the Sonesta Lease. The Sonesta Management Agreement expires on December 31, 2040, and includes two 10-year renewal options. The Sonesta Management Agreement provides that we are paid an annual owner’s priority return if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so. The Sonesta Management Agreement further provides that we are paid an additional return of the operating profits, as defined therein, after paying the owner’s priority return, reimbursing owner or manager advances, funding furniture, fixtures and equipment, or FF&E, reserves and paying Sonesta’s incentive fee, if applicable. We do not have any security deposits or guarantees for this Sonesta hotel. The stated annual owner’s priority return is initially $ 7,500 and increases by 8.0 % of our out-of-pocket capital expenditures and will increase annually to 102 % of our prior year’s annual owner’s priority return. We are responsible for any capital expenditures in excess of available funds in the FF&E reserve. The Sonesta Management Agreement requires that 1.0 % of gross revenues for 2025, 3.0 % of gross revenues for 2026 and 4.0 % of gross revenues for each calendar year thereafter be escrowed for future capital expenditures as FF&E reserves. 
 Pursuant to the Sonesta Management Agreement, we are required to pay Sonesta, after payment of hotel operating expenses, a base management fee equal to 1.5 % of gross revenues, as defined in the Sonesta Management Agreement, for 2025 and 3.0 % of gross revenues each calendar year thereafter. Additionally, we are required to pay (i) an incentive fee equal to 20 % of net operating profit, as defined in the Sonesta Management Agreement, in excess of the annual owner’s priority; (ii) a brand promotion fee of 1.75 % of gross revenues for 2025 and 3.5 % of gross revenues for each calendar year thereafter; and (iii) a loyalty fee of the greater of 1.0 % of room revenues or 4.5 % of qualified room revenues from guests participating in certain loyalty programs. Sonesta’s incentive management fee, but not its other fees, is earned only after our annual owner’s priority return is paid. The Sonesta Management Agreement also provides that the pro rata costs Sonesta incurs for advertising, marketing, promotional and public relations programs and campaigns, including its Rewards Program, for the benefit of this hotel are subject to reimbursement by us or are otherwise treated as hotel operating expenses. We are required to maintain working capital under the Sonesta Management Agreement and have advanced a fixed amount based on the number of rooms in the hotel to meet the cash needs for hotel operations. 
 
 
 The Sonesta Management Agreement also provides that, prior to August 2, 2026, our approval is required for Sonesta to operate another Royal Sonesta Hotel in Washington D.C., other than the Royal Sonesta Washington Dupont Circle located at 2121 P Street, N.W., Washington D.C. In general, we and Sonesta may terminate the Sonesta Management Agreement for events of default and casualty and condemnation events. We also have the right to terminate the Sonesta Management Agreement if minimum performance thresholds are not met starting in 2027 for any two consecutive calendar years. Pursuant to the Sonesta Management Agreement, we or Sonesta may be obligated to pay the other party damages if the terminating party terminates the Sonesta Management Agreement due to the other party’s event of default. 
 
 
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 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. 
 
 Note 8. Concentration 
 Tenant and Credit Concentration 
 As of December 31, 2024 and 2023, the U.S. government and certain state and other government tenants combined were responsible for approximately 24.8 % and 27.5 %, respectively, of our annualized rental income. The U.S. government is our largest tenant by annualized rental income and represented approximately 17.0 % and 19.5 % of our annualized rental income as of December 31, 2024 and 2023, 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, 2024, our 128 wholly owned properties were located in 29 states and the District of Columbia. Properties located in Virginia, California, District of Columbia, Texas and Illinois were responsible for approximately 13.2 %, 11.0 %, 11.0 %, 10.4 %, and 10.1 % of our annualized rental income as of December 31, 2024, respectively. 
 
 Note 9. Indebtedness 
 As of December 31, 2024 and 2023, our outstanding indebtedness consisted of the following: 
 
 December 31, 
 2024 2023 
 Unsecured revolving credit facility, due in 2024 $ — $ 205,000 
 Secured revolving credit facility, due in 2027 325,000 — 
 Secured term loan, due in 2027 100,000 — 
 Senior unsecured notes, 4.250 % interest rate, due in 2024 (1) 
 — 350,000 
 Senior unsecured notes, 4.500 % interest rate, due in 2025 (2) 
 171,586 650,000 
 Senior unsecured notes, 2.650 % interest rate, due in 2026 
 140,488 300,000 
 Senior unsecured notes, 2.400 % interest rate, due in 2027 
 80,784 350,000 
 Senior secured notes, 3.250 % interest rate, due in 2027 (3) 
 444,992 — 
 Mortgage note payable, 8.272 % interest rate, due in 2028 
 42,700 42,700 
 Mortgage note payable, 8.139 % interest rate, due in 2028 
 26,340 26,340 
 Mortgage note payable, 7.671 % interest rate, due in 2028 
 54,300 54,300 
 Senior secured notes, 9.000 % interest rate, due in March 2029 (4) 
 300,000 — 
 Senior secured notes, 9.000 % interest rate, due in September 2029 (5) 
 609,999 — 
 Senior unsecured notes, 3.450 % interest rate, due in 2031 
 114,355 400,000 
 Mortgage note payable, 7.210 % interest rate, due in 2033 
 30,680 30,680 
 Mortgage note payable, 7.305 % interest rate, due in 2033 
 8,400 8,400 
 Mortgage note payable, 7.717 % interest rate, due in 2033 
 14,900 14,900 
 Senior unsecured notes, 6.375 % interest rate, due in 2050 
 162,000 162,000 
 2,626,524 2,594,320 
 Unamortized debt premiums, discounts and issuance costs ( 91,890 ) ( 21,711 ) 
 $ 2,534,634 $ 2,572,609 

 (1) These senior notes were redeemed in March 2024. 
 (2) Certain of these senior notes were redeemed through a series of exchange transactions during the year ended December 31, 2024. The remaining balance of $ 171,586 at December 31, 2024 was redeemed in cash in January 2025. 
 (3) These senior notes were issued in December 2024. 
 (4) These senior notes were issued in February 2024. 
 (5) These senior notes were issued in June and October 2024. 
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 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 a gross book value of real estate assets of $ 1,030,889 as of December 31, 2024. 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, 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 25 basis points per annum at December 31, 2024. As of December 31, 2024, we were fully drawn on our $ 325,000 revolving credit facility and $ 100,000 was outstanding under our term loan. 
 As of December 31, 2024, the annual interest rate payable on borrowings under our credit agreement was 7.9 %. The weighted average annual interest rate for borrowings under our credit agreement for the year ended December 31, 2024 was 8.7 %. 
 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, the annual interest rate payable on borrowings under our prior revolving credit facility was 6.9 %. The weighted average annual interest rate for borrowings under our prior revolving credit facility for the year ended December 31, 2023 was 6.5 %. 
 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 senior notes indentures and their supplements also contain covenants, including covenants that restrict our ability to incur debts, require us to comply with certain financial covenants and, in the case of our credit agreement, restrict our ability to 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 senior notes indentures and their supplements at December 31, 2024. 
 Senior Secured Notes Issuance 
 In February 2024, we issued $ 300,000 in aggregate principal amount of 9.000 % senior secured notes due March 2029, or the March 2029 Notes. The aggregate net proceeds from the offering of the March 2029 Notes were $ 270,712 , after initial purchaser discounts and other offering expenses. The March 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 a gross book value of real estate assets of $ 621,506 as of December 31, 2024. The March 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 March 2024, we redeemed, at par plus accrued interest, all $ 350,000 of our 4.25 % senior unsecured notes due 2024. As a result of this redemption, we recorded a loss on early extinguishment of debt of $ 425 during the year ended December 31, 2024, which represented the unamortized discounts related to these notes. 
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 Senior Notes Exchanges 
 In June and October 2024, through two exchange transactions, we exchanged $ 609,999 in aggregate principal amount of new 9.000 % senior secured notes due September 2029, or the September 2029 Notes, for an aggregate $ 895,373 of certain of our outstanding senior unsecured notes, or the Existing Notes, and an aggregate 1,406,952 of our common shares valued at $ 2.26 per share, and such transactions, the 2029 Senior Note Exchanges, as follows: 
 
 Existing Notes Exchanged Aggregate Principal Amount of Existing Notes Accepted for Exchange Aggregate Principal Amount of September 2029 Notes Delivered 
 
 Existing 4.50 % 2025 Notes 
 $ 181,000 $ 183,981 
 Existing 2.650 % 2026 Notes 
 159,512 114,803 
 Existing 2.400 % 2027 Notes 
 269,216 164,162 
 Existing 3.450 % 2031 Notes 
 285,645 147,053 
 Total $ 895,373 $ 609,999 

 The September 2029 Notes are fully and unconditionally guaranteed on a joint, several and senior secured basis by certain of our subsidiaries and are secured by first mortgage liens on 19 properties with a gross book value of real estate assets of $ 721,375 as of December 31, 2024 and second mortgage liens on the 19 properties securing our credit agreement. The September 2029 Notes require semi-annual payments of interest only and are prepayable, at par plus accrued interest, after June 3, 2028. During the year ended December 31, 2024, we recorded a net gain on early extinguishment of debt of $ 212,735 as a result of the 2029 Senior Note Exchanges. 
 In December 2024, through an exchange transaction, we exchanged $ 444,992 of new 3.250 % senior secured notes due March 2027, or the March 2027 Notes, 11,532,794 of our common shares valued at $ 1.37 per share and cash premiums of $ 25,000 for $ 281,514 of 4.500 % senior unsecured notes due 2025, or the 2025 Notes, and $ 58,486 in cash from certain existing noteholders. This transaction is referred to herein as the 2027 Senior Note Exchange. The March 2027 Notes require quarterly payments of interest and quarterly principal amortization payments of $ 6,500 , and on or before March 1, 2026, require a mandatory principal payment of $ 125,000 , which is subject to reduction for certain prior redemptions of the March 2027 Notes. The March 2027 Notes are fully and unconditionally guaranteed on a joint, several and senior secured basis by certain of our subsidiaries and are secured by first mortgage liens on 37 properties with a gross book value of real estate assets of $ 1,279,487 as of December 31, 2024 and second mortgage liens on the 19 properties securing the September 2029 Notes and they are fully and unconditionally guaranteed, on a joint, secured and senior unsecured basis by certain of our other subsidiaries. During the year ended December 31, 2024, we recorded a loss on early extinguishment of debt of $ 87,064 as a result of the 2027 Senior Note Exchange. We redeemed, at par plus accrued interest, the remaining $ 171,586 of the 2025 Notes in January 2025. 
 During the year ended December 31, 2024, in a series of exchange transactions, we exchanged $ 15,900 in aggregate principal amount of the 2025 Notes for an aggregate amount of 7,565,722 of our common shares at a weighted average price of $ 2.07 per share. During the year ended December 31, 2024, we recorded a gain on early extinguishment of debt of $ 939 as a result of these exchanges. 
 The gains we realized on early extinguishment of debt are considered cancellation of debt income, or CODI, for income tax purposes and part of our REIT taxable income. We do not expect that any special distribution will be required to maintain our qualification for taxation as a REIT as a result of generating CODI in 2024 as a result of offsetting losses from the sale of real estate and other tax strategies. 
 On February 7, 2025, we commenced a series of exchange offers, or the Exchange Offers, pursuant to which we are offering to issue up to $ 175,000 in aggregate principal amount of new 8.000 % senior guaranteed unsecured notes due 2030, or the New 2030 Notes, and related guarantees in exchange for our outstanding (i) 2.650 % senior unsecured notes due 2026, (ii) 2.400 % senior unsecured notes due 2027 and (iii) 3.450 % senior unsecured notes due 2031. The Exchange Offers are being made subject to the terms and conditions set forth in an offering memorandum dated as of February 7, 2025. 
 As of December 31, 2024, seven of our properties with an aggregate gross book value of real estate assets of $ 304,673 were encumbered by mortgage notes with an aggregate principal amount of $ 177,320 . Our mortgage notes are non-recourse, subject to certain limited exceptions and do not contain any material financial covenants. 
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 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
 (dollars in thousands, except per share amounts) 

 The required principal payments due during the next five years and thereafter under all our outstanding consolidated debt as of December 31, 2024 were as follows: 
 
 Year Principal Payment 
 2025 (1) 
 $ 197,586 
 2026 291,488 
 2027 773,776 
 2028 123,487 
 2029 910,278 
 Thereafter 329,909 
 Total (2) 
 $ 2,626,524 
 

 (1) Includes $ 171,586 aggregate principal of the 2025 Notes, which were redeemed in full in January 2025. 
 (2) Total consolidated debt outstanding as of December 31, 2024, net of unamortized premiums, discounts and issuance costs totaling $ 91,890 , was $ 2,534,634 . 
 None of our unsecured debt obligations require principal or sinking fund payments prior to their maturity dates. 
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 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, 2024, 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) 
 $ 25,909 $ — $ 25,909 $ — 
 
 
 
 

 (1) We recorded an impairment charge of $ 19,042 to reduce the carrying values of three properties that are classified as held for sale in our condensed consolidated balance sheet to their estimated fair values less estimated costs to sell of $ 739 , based on negotiated sales prices with third party buyers (Level 2 inputs 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, a term loan, senior notes, mortgage notes payable, amounts due to related persons, other accrued expenses and security deposits. At December 31, 2024 and 2023, 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, 2024 As of December 31, 2023 
 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 
 Senior unsecured notes, 4.50 % interest rate, due in 2025 
 171,607 169,302 646,266 510,445 
 Senior unsecured notes, 2.650 % interest rate, due in 2026 
 139,578 106,078 298,464 185,934 
 Senior unsecured notes, 2.400 % interest rate, due in 2027 
 80,486 49,475 348,086 196,147 
 Senior secured notes, 3.250 % interest rate, due in 2027 
 363,432 383,806 — — 
 Senior secured notes, 9.000 % interest rate, due in March 2029 
 275,632 293,100 — — 
 Senior secured notes, 9.000 % interest rate, due in September 2029 
 637,052 529,436 — — 
 Senior unsecured notes, 3.450 % interest rate, due in 2031 
 113,511 49,688 396,614 199,060 
 Senior unsecured notes, 6.375 % interest rate, due in 2050 
 157,096 80,676 156,904 83,916 
 Mortgage notes payable 172,912 177,295 172,131 179,813 
 Total $ 2,111,306 $ 1,838,856 $ 2,367,609 $ 1,686,825 
 
 
 
 
 

 (1) Includes unamortized debt premiums, discounts and issuance costs totaling $ 90,218 and $ 21,711 as of December 31, 2024 and 2023, respectively. 
 
 
 We estimated the fair values of our senior 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. 
 
 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, 2024 and 2023, we awarded to our officers and other employees of RMR annual share awards of 544,555 and 210,300 of our common shares, respectively, valued at $ 1,160 and $ 1,211 , in 
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 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
 (dollars in thousands, except per share amounts) 

 aggregate, respectively. During the years ended December 31, 2024 and 2023, we awarded each of our nine Trustees, in accordance with our Trustee compensation arrangements, 11,627 and 3,500 of our common shares, respectively. These awards had aggregate values of $ 225 ( $ 25 per Trustee) and $ 249 ( $ 28 per Trustee) in 2024 and 2023, respectively. The values of the share awards were based upon the closing price of our common shares 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, 2024 and 2023, is as follows: 
 
 2024 2023 
 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value 
 Unvested at beginning of year 288,681 $ 12.01 231,301 $ 21.47 
 Awarded 649,198 $ 2.14 241,800 $ 6.04 
 Forfeited — $ — ( 3,700 ) $ 17.31 
 Vested ( 346,000 ) $ 6.62 ( 180,720 ) $ 16.00 
 Unvested at end of year 591,879 $ 4.32 288,681 $ 12.01 

 The 591,879 unvested shares as of December 31, 2024 are scheduled to vest as follows: 176,976 shares in 2025, 162,596 shares in 2026, 143,675 shares in 2027 and 108,632 shares in 2028. As of December 31, 2024, the estimated future compensation expense for the unvested shares was $ 2,222 . The weighted average period over which the compensation expense will be recorded is approximately 23 months. During the years ended December 31, 2024 and 2023, we recorded $ 1,662 and $ 2,257 , respectively, of compensation expense related to the 2009 Plan. At December 31, 2024, 94,000 of our common shares remained available for issuance under the 2009 Plan. 
 Share Purchases 
 During the years ended December 31, 2024 and 2023, w e purchased 85,338 and 48,329 of o ur common shares, respectively, valued at weighted average sh are prices of $ 2.25 and $ 6.08 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 prior awards of our common shares. 
 Distributions 
 During the years ended December 31, 2024 and 2023, 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 
 2024 $ 0.04 $ 2,033 100.00 % — % — % 
 2023 $ 1.30 $ 63,187 100.00 % — % — % 
 

 On January 16, 2025, we declared a quarterly cash distribution payable to common shareholders of record on January 27, 2025 in the amount of $ 0.01 per share, or approximately $ 698 . We expect to pay this distribution on or about February 20, 2025. 
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 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
 (dollars in thousands, except per share amounts) 

 Note 12. Segment Reporting 
 We manage our business on a consolidated basis and therefore have one reportable segment: ownership and leasing of properties. The chief operating decision maker, or CODM, is our President and Chief Operating Officer. The CODM assesses performance, allocates resources and makes strategic decisions based on net income (loss) as shown in our consolidated statements of comprehensive income (loss). The CODM is also regularly provided with information on expenses related to our management agreements with RMR, which are detailed in Note 9. The accounting policies of our reportable segment are the same as those described in Note 2. The measure of segment assets is reported as total assets in our consolidated balance sheets. 
 F-28 

 
 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 SCHEDULE III 
 REAL ESTATE AND ACCUMULATED DEPRECIATION 
 December 31, 2024 
 (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 (8) 
 Huntsville, AL 1 $ — $ 1,501 $ 1,492 $ — $ — $ 1,501 $ 1,492 $ 2,993 $ ( 239 ) 12/31/2018 2007 
 131 Clayton Street Montgomery, AL 1 — 920 9,084 528 — 920 9,612 10,532 ( 3,228 ) 6/22/2011 2007 
 4344 Carmichael Road Montgomery, AL 1 — 1,374 11,658 572 — 1,374 12,230 13,604 ( 3,453 ) 12/17/2013 2009 
 15451 North 28th Avenue (6) 
 Phoenix, AZ 1 — 1,917 7,416 1,279 — 1,917 8,695 10,612 ( 2,310 ) 9/10/2014 1996 
 711 S 14th Avenue Safford, AZ 1 — 460 11,708 1,165 ( 4,440 ) 364 8,529 8,893 ( 2,036 ) 6/16/2010 1992 
 2544 Campbell Place (7) 
 Carlsbad, CA 1 — 2,687 1,796 1,585 — 2,687 3,381 6,068 ( 939 ) 12/31/2018 2007 
 2548 Campbell Place (6) 
 Carlsbad, CA 1 — 3,082 2,075 5,156 — 3,082 7,231 10,313 ( 2,461 ) 12/31/2018 2007 
 Folsom Corporate Center (5) 
 Folsom, CA 1 — 2,904 5,583 1,587 — 2,904 7,170 10,074 ( 1,684 ) 12/31/2018 2008 
 Bayside Technology Park (7) 
 Fremont, CA 1 — 10,784 648 269 — 10,784 917 11,701 ( 201 ) 12/31/2018 1990 
 10949 N. Mather Boulevard Rancho Cordova, CA 1 — 562 16,923 1,056 — 562 17,979 18,541 ( 5,186 ) 10/30/2013 2012 
 11020 Sun Center Drive Rancho Cordova, CA 1 — 1,466 8,797 1,996 — 1,466 10,793 12,259 ( 2,359 ) 12/20/2016 1983 
 100 Redwood Shores Parkway Redwood City, CA 1 — 14,454 7,721 — — 14,454 7,721 22,175 ( 1,285 ) 12/31/2018 1993 
 9815 Goethe Road (6) 
 Sacramento, CA 1 — 1,450 9,465 3,537 — 1,450 13,002 14,452 ( 3,718 ) 9/14/2011 1992 
 Capitol Place (6) 
 Sacramento, CA 1 — 2,290 35,891 9,997 — 2,290 45,888 48,178 ( 17,395 ) 12/17/2009 1988 
 4560 Viewridge Road (5) 
 San Diego, CA 1 — 4,269 18,316 5,392 — 4,347 23,630 27,977 ( 15,662 ) 3/31/1997 1996 
 2115 O’Nel Drive (7) 
 San Jose, CA 1 — 12,305 5,062 385 — 12,305 5,447 17,752 ( 945 ) 12/31/2018 1984 
 51 Rio Robles Drive San Jose, CA 1 — 7,416 4,782 571 — 7,416 5,353 12,769 ( 1,049 ) 12/31/2018 1984 
 77 Rio Robles Drive (6) 
 San Jose, CA 1 — 8,362 5,393 9,932 — 8,362 15,325 23,687 ( 3,261 ) 12/31/2018 1984 
 145 Rio Robles Drive 
 San Jose, CA 1 8,078 7,909 3,523 6,608 — 7,909 10,131 18,040 ( 1,686 ) 12/31/2018 1984 
 2500 Walsh Avenue (6) 
 Santa Clara, CA 1 — 6,687 8,326 2,922 — 6,687 11,248 17,935 ( 1,426 ) 12/31/2018 1982 
 603 San Juan Avenue Stockton, CA 1 — 563 5,470 217 — 563 5,687 6,250 ( 1,771 ) 7/20/2012 2012 
 350 West Java Drive (6) 
 Sunnyvale, CA 1 — 24,609 462 3,296 — 24,609 3,758 28,367 ( 334 ) 12/31/2018 1984 
 7958 South Chester Street Centennial, CO 1 — 6,682 7,153 2,881 — 6,682 10,034 16,716 ( 1,643 ) 12/31/2018 2000 
 12795 West Alameda Parkway Lakewood, CO 1 — 2,640 23,777 ( 7,662 ) ( 14,590 ) 585 3,580 4,165 ( 38 ) 1/15/2010 1988 
 11 Dupont Circle, NW (7) 
 Washington, DC 1 — 28,255 44,743 24,474 — 28,255 69,217 97,472 ( 15,454 ) 10/2/2017 1974 
 1211 Connecticut Avenue, NW Washington, DC 1 — 30,388 24,667 4,407 — 30,388 29,074 59,462 ( 6,704 ) 10/2/2017 1967 
 1401 K Street, NW (7) 
 Washington, DC 1 — 29,215 34,656 8,480 — 29,215 43,136 72,351 ( 11,067 ) 10/2/2017 1929 
 20 Massachusetts Avenue (7) 
 Washington, DC 1 — 12,009 51,527 223,321 — 12,231 274,626 286,857 ( 60,247 ) 3/31/1997 1996 
 440 First Street, NW (5) 
 Washington, DC 1 — 27,903 38,624 3,403 — 27,903 42,027 69,930 ( 7,549 ) 10/2/2017 1982 
 625 Indiana Avenue (7) 
 Washington, DC 1 — 26,000 25,955 12,825 — 26,000 38,780 64,780 ( 14,278 ) 8/17/2010 1989 

 S-1 
 
 

 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 SCHEDULE III 
 REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) 
 December 31, 2024 
 (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) 
 840 First Street, NE Washington, DC 1 — 42,727 73,278 2,913 — 42,727 76,191 118,918 ( 14,541 ) 10/2/2017 2003 
 10350 NW 112th Avenue (8) 
 Miami, FL 1 — 4,798 2,757 2,413 — 4,798 5,170 9,968 ( 1,016 ) 12/31/2018 2002 
 7850 Southwest 6th Court (6) 
 Plantation, FL 1 — 4,800 30,592 16,817 — 4,800 47,409 52,209 ( 11,433 ) 5/12/2011 1999 
 8900 Grand Oak Circle (7) 
 Tampa, FL 1 — 1,100 11,773 1,788 — 1,100 13,561 14,661 ( 4,649 ) 10/15/2010 1994 
 180 Ted Turner Drive SW (5) 
 Atlanta, GA 1 — 5,717 20,017 3,061 — 5,717 23,078 28,795 ( 6,623 ) 7/25/2012 2007 
 1224 Hammond Drive (6) 
 Atlanta, GA 1 — 13,040 135,459 11,678 — 13,040 147,137 160,177 ( 15,612 ) 6/25/2021 2020 
 One Georgia Center (5) 
 Atlanta, GA 1 — 10,250 27,933 22,005 — 10,250 49,938 60,188 ( 15,962 ) 9/30/2011 1968 
 One Primerica Parkway (4) 
 Duluth, GA 1 26,156 6,927 22,951 2,268 — 6,927 25,219 32,146 ( 3,817 ) 12/31/2018 2013 
 4712 Southpark Boulevard (8) 
 Ellenwood, GA 1 — 1,390 19,635 1,327 — 1,390 20,962 22,352 ( 6,311 ) 7/25/2012 2005 
 8305 NW 62nd Avenue Johnston, IA 1 — 2,649 7,997 — — 2,649 7,997 10,646 ( 1,330 ) 12/31/2018 2011 
 1185, 1249 & 1387 S. Vinnell Way (6) 
 Boise, ID 3 — 3,390 29,026 1,520 — 3,390 30,546 33,936 ( 9,503 ) 9/11/2012 1996; 1997; 2002 
 2020 S. Arlington Heights (5) 
 Arlington Heights, IL 1 — 1,450 13,588 2,156 — 1,450 15,744 17,194 ( 5,633 ) 12/29/2009 1988 
 1000 W. Fulton (5) 
 Chicago, IL 1 — 42,935 252,914 1,035 — 42,935 253,949 296,884 ( 29,784 ) 6/24/2021 2015 
 HUB 1415 (8) 
 Naperville, IL 1 — 12,333 20,586 26,551 — 12,333 47,137 59,470 ( 10,286 ) 12/31/2018 2001 
 7601 and 7635 Interactive Way Indianapolis, IN 2 — 3,337 14,522 34 — 3,337 14,556 17,893 ( 2,281 ) 12/31/2018 2003 
 251 Causeway Street (7) 
 Boston, MA 3 — 26,851 36,756 6,426 — 26,848 43,185 70,033 ( 10,631 ) 8/17/2010 1987 
 330 Billerica Road (8) 
 Chelmsford, MA 1 — 2,477 — 10,246 — 2,477 10,246 12,723 ( 2,743 ) 12/31/2018 1984 
 25 Newport Avenue (7) 
 Quincy, MA 1 — 2,700 9,199 2,963 — 2,700 12,162 14,862 ( 4,054 ) 2/16/2011 1985 
 2009-2011 Commerce Park Drive (7) 
 Annapolis, MD 1 — 1,580 3,825 4,097 1,581 7,921 9,502 ( 1,689 ) 10/2/2017 1989 
 2001-2003 Commerce Park Drive Annapolis, MD 1 — 2,477 3,840 1,204 — 2,476 5,045 7,521 ( 1,138 ) 10/2/2017 1989 
 4201 Patterson Avenue (7) 
 Baltimore, MD 1 — 901 8,097 4,746 ( 85 ) 893 12,766 13,659 ( 7,833 ) 10/15/1998 1989 
 7001 Columbia Gateway Drive (7) 
 Columbia, MD 1 — 5,642 10,352 4,209 — 5,642 14,561 20,203 ( 2,254 ) 12/31/2018 2008 
 6310 Hillside Center Columbia, MD 1 — 1,424 2,084 440 — 1,424 2,524 3,948 ( 631 ) 10/2/2017 2001 
 6315 Hillside Center (7) 
 Columbia, MD 1 — 2,013 2,144 575 — 2,013 2,719 4,732 ( 712 ) 10/2/2017 2001 
 TenThreeTwenty (7) 
 Columbia, MD 1 — 3,126 16,361 4,798 — 3,126 21,159 24,285 ( 4,279 ) 10/2/2017 1982 
 3300 75th Avenue Landover, MD 1 29,634 4,110 36,371 3,746 — 4,110 40,117 44,227 ( 14,846 ) 2/26/2010 1985 
 Redland 520/530 (7) 
 Rockville, MD 3 — 12,714 61,377 8,166 — 12,714 69,543 82,257 ( 12,618 ) 10/2/2017 2008 
 Redland 540 (7) 
 Rockville, MD 1 — 10,740 17,714 4,605 — 10,740 22,319 33,059 ( 5,698 ) 10/2/2017 2003 

 S-2 
 
 

 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 SCHEDULE III 
 REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) 
 December 31, 2024 
 (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) 
 3550 Green Court Ann Arbor, MI 1 — 3,630 4,857 — — 3,630 4,857 8,487 ( 857 ) 12/31/2018 1998 
 Rosedale Corporate Plaza (8) 
 Roseville, MN 1 — 672 6,045 2,896 — 672 8,941 9,613 ( 4,107 ) 12/1/1999 1987 
 2555 Grand Boulevard (5) 
 Kansas City, MO 1 — 4,209 51,522 5,642 — 4,209 57,164 61,373 ( 10,135 ) 12/31/2018 2003 
 4241 NE 34th Street (7) 
 Kansas City, MO 1 — 1,133 5,649 5,284 — 1,470 10,596 12,066 ( 5,834 ) 3/31/1997 1995 
 1220 Echelon Parkway Jackson, MS 1 14,528 440 25,458 2,239 — 440 27,697 28,137 ( 8,217 ) 7/25/2012 2009 
 2300 and 2400 Yorkmont Road (5) 
 Charlotte, NC 2 — 1,334 19,075 4,444 — 1,334 23,519 24,853 ( 4,475 ) 12/31/2018 1995 
 18010 Burt Street (8) 
 Omaha, NE 1 — 2,819 6,250 4,710 — 2,819 10,960 13,779 ( 982 ) 12/31/2018 2012 
 18020 Burt Street Omaha, NE 1 — 4,158 6,250 13 — 4,158 6,263 10,421 ( 1,039 ) 12/31/2018 2012 
 500 Charles Ewing Boulevard Ewing, NJ 1 42,354 4,808 26,002 1,846 — 4,808 27,848 32,656 ( 4,620 ) 12/31/2018 2012 
 299 Jefferson Road (7) 
 Parsippany, NJ 1 — 4,543 2,914 1,649 — 4,543 4,563 9,106 ( 893 ) 12/31/2018 2011 
 One Jefferson Road (7) 
 Parsippany, NJ 1 — 4,415 5,249 103 — 4,415 5,352 9,767 ( 898 ) 12/31/2018 2009 
 Airline Corporate Center (7) 
 Colonie, NY 1 — 790 6,400 1,968 — 790 8,368 9,158 ( 2,612 ) 6/22/2012 2004 
 1212 Pittsford - Victor Road (7) 
 Pittsford, NY 1 — 608 78 1,706 — 608 1,784 2,392 ( 355 ) 12/31/2018 1965 
 2231 Schrock Road (8) 
 Columbus, OH 1 — 716 217 578 — 716 795 1,511 ( 229 ) 12/31/2018 1999 
 8800 Tinicum Boulevard (7) 
 Philadelphia, PA 1 — 5,573 22,686 6,883 — 5,573 29,569 35,142 ( 4,577 ) 12/31/2018 2000 
 446 Wrenplace Road (7) 
 Fort Mill, SC 1 — 5,031 22,524 42 — 5,031 22,566 27,597 ( 2,270 ) 12/22/2020 2019 
 9680 Old Bailes Road Fort Mill, SC 1 — 834 2,944 91 — 834 3,035 3,869 ( 519 ) 12/31/2018 2007 
 16001 North Dallas Parkway (8) 
 Addison, TX 2 — 10,282 63,071 2,910 — 10,282 65,981 76,263 ( 11,484 ) 12/31/2018 1987 
 Research Park (6) 
 Austin, TX 2 — 4,258 13,747 2,298 — 4,258 16,045 20,303 ( 4,155 ) 12/31/2018 1999 
 10451 Clay Road (8) 
 Houston, TX 1 — 5,495 10,253 2,432 — 5,495 12,685 18,180 ( 2,486 ) 12/31/2018 2013 
 202 North Castlegory Road (8) 
 Houston, TX 1 — 863 5,024 98 — 863 5,122 5,985 ( 796 ) 12/31/2018 2016 
 4221 W. John Carpenter Freeway (8) 
 Irving, TX 1 — 1,413 2,365 1,843 — 1,413 4,208 5,621 ( 1,799 ) 12/31/2018 1995 
 8675,8701-8711 Freeport Pkwy and 8901 Esters Boulevard (7) 
 Irving, TX 3 — 12,970 31,566 757 — 12,970 32,323 45,293 ( 5,250 ) 12/31/2018 1990 
 1511 East Common Street (7) 
 New Braunfels, TX 1 — 4,965 1,266 251 — 4,965 1,517 6,482 ( 424 ) 12/31/2018 2005 
 2900 West Plano Parkway Plano, TX 1 — 6,819 8,831 — — 6,819 8,831 15,650 ( 1,469 ) 12/31/2018 1998 
 3400 West Plano Parkway (8) 
 Plano, TX 1 — 4,543 15,964 321 — 4,543 16,285 20,828 ( 2,745 ) 12/31/2018 1994 
 3600 Wiseman Boulevard (6) 
 San Antonio, TX 1 — 3,493 6,662 2,389 — 3,493 9,051 12,544 ( 1,487 ) 12/31/2018 2004 
 701 Clay Road (4) 
 Waco, TX 1 26,156 2,030 8,708 15,052 — 2,060 23,730 25,790 ( 11,137 ) 12/23/1997 1997 

 S-3 
 
 

 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 SCHEDULE III 
 REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) 
 December 31, 2024 
 (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) 
 1800 Novell Place (6) 
 Provo, UT 1 — 7,487 43,487 19,841 — 7,487 63,328 70,815 ( 9,528 ) 12/31/2018 2000 
 14660 Lee Road (8) 
 Chantilly, VA 1 — 2,536 14,686 3,260 — 2,536 17,946 20,482 ( 3,295 ) 12/22/2016 1998 
 14672 Lee Road (5) 
 Chantilly, VA 1 — 2,253 24,749 4,800 — 2,253 29,549 31,802 ( 7,435 ) 12/22/2016 2002 
 14668 Lee Road (5) 
 Chantilly, VA 1 — 2,177 34,779 18,526 — 2,177 53,305 55,482 ( 7,933 ) 12/22/2016 2006 
 Enterchange at Meadowville (6) 
 Chester, VA 1 — 1,478 9,594 1,369 — 1,478 10,963 12,441 ( 3,072 ) 8/28/2013 1999 
 7987 Ashton Avenue (7) 
 Manassas, VA 1 — 1,562 8,253 1,093 — 1,562 9,346 10,908 ( 2,265 ) 1/3/2017 1989 
 Two Commercial Place (8) 
 Norfolk, VA 1 — 4,494 21,508 1,096 — 4,494 22,604 27,098 ( 3,628 ) 12/31/2018 1974 
 1760 Business Center Drive Reston, VA 1 — 5,033 50,141 6,325 — 5,033 56,466 61,499 ( 15,184 ) 5/28/2014 1987 
 1775 Wiehle Avenue Reston, VA 1 — 4,138 26,120 5,934 — 4,138 32,054 36,192 ( 6,747 ) 10/2/2017 2001 
 9201 Forest Hill Avenue Richmond, VA 1 — 1,344 375 668 — 1,344 1,043 2,387 ( 322 ) 12/31/2018 1985 
 9960 Mayland Drive (7) 
 Richmond, VA 1 — 2,614 15,930 5,021 — 2,614 20,951 23,565 ( 5,943 ) 5/20/2014 1994 
 1751 Blue Hills Drive (5) 
 Roanoke, VA 1 — 2,689 7,761 — — 2,689 7,761 10,450 ( 1,291 ) 12/31/2018 2003 
 Atlantic Corporate Park (7) 
 Sterling, VA 2 — 5,752 29,316 4,423 — 5,752 33,739 39,491 ( 6,660 ) 10/2/2017 2008 
 Orbital Sciences Campus (5) 
 Sterling, VA 3 — 12,275 19,320 37,466 — 12,269 56,792 69,061 ( 4,480 ) 12/31/2018 2001 
 Sterling Park Business Center Sterling, VA 1 26,007 5,871 44,324 135 — 5,871 44,459 50,330 ( 8,072 ) 10/2/2017 2016 
 65 Bowdoin Street (6) 
 S. Burlington, VT 1 — 700 8,416 239 — 700 8,655 9,355 ( 3,179 ) 4/9/2010 2009 
 Stevens Center (5) 
 Richland, WA 2 — 3,970 17,035 4,807 — 4,042 21,770 25,812 ( 13,792 ) 3/31/1997 1995 
 Unison Elliott Bay-Lab Space (8) 
 Seattle, WA 2 — 17,316 34,281 147,272 — 17,316 181,553 198,869 ( 12,064 ) 12/31/2018 2000 
 Unison Elliott Bay-Office Space (8) 
 Seattle, WA 1 — 9,324 18,459 4,858 — 9,324 23,317 32,641 ( 3,753 ) 12/31/2018 2000 
 5353 Yellowstone Road (5) 
 Cheyenne, WY 1 — 1,915 8,217 4,528 — 1,950 12,710 14,660 ( 6,641 ) 3/31/1997 1995 
 123 $ 172,913 $ 712,433 $ 2,142,169 $ 822,072 $ ( 19,115 ) $ 711,039 $ 2,946,520 $ 3,657,559 $ ( 618,650 ) 
 Properties Held for Sale 
 3250 and 3260 Jay Street Santa Clara, CA 2 — 19,899 14,051 83 ( 11,041 ) 12,986 10,006 22,992 ( 2,244 ) 12/31/2018 1982 
 11411 E. Jefferson Avenue (7) 
 Detroit, MI 1 — 630 18,002 596 ( 8,001 ) 224 11,003 11,227 ( 6,807 ) 4/23/2010 2009 
 Regents Center Tempe, AZ 2 — 4,121 3,042 353 — 4,121 3,395 7,516 ( 979 ) 12/31/2018 1988 
 5 — 24,650 35,095 1,032 ( 19,042 ) 17,331 24,404 41,735 ( 10,030 ) 
 128 $ 172,913 $ 737,083 $ 2,177,264 $ 823,104 $ ( 38,157 ) $ 728,370 $ 2,970,924 $ 3,699,294 $ ( 628,680 ) 

 (1) Represents mortgage debt, net of the unamortized balance of debt issuance costs totaling $ 4,407 . 
 (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 . 
 S-4 
 
 

 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 SCHEDULE III 
 REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) 
 December 31, 2024 
 (dollars in thousands) 
 
 

 (4) These two properties are collateral for our $ 54,300 mortgage note. 
 (5) These 19 properties are first lien collateral for our $ 425,000 credit agreement and second lien collateral for our $ 610,000 of 9.000 % senior secured notes due September 2029, or the September 2029 Notes. 
 (6) These 17 properties are collateral for our $ 300,000 of 9.000 % senior secured notes due March 2029. 
 (7) These 37 properties are collateral for our $ 445,000 of 3.250 % senior secured notes due March 2027, or the March 2027 Notes. 
 (8) These 19 properties are first lien collateral for the September 2029 Notes and second lien collateral for the March 2027 Notes. 
 
 
 
 
 S-5 
 
 

 
 Table of Contents 
 OFFICE PROPERTIES INCOME TRUST 
 SCHEDULE III 
 REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) 
 December 31, 2024 
 (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, 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 
 Additions 107,912 118,710 
 Loss on asset impairment ( 181,578 ) — 
 Disposals ( 283,534 ) ( 131,024 ) 
 Cost basis adjustment (1) 
 ( 9,185 ) ( 9,185 ) 
 Reclassification of assets of properties held for sale ( 41,735 ) ( 10,030 ) 
 Balance at December 31, 2024 $ 3,657,559 $ 618,650 

 (1) Represents the reclassification between accumulated depreciation and building made to certain properties measured at fair value 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 
 
 
 Date: February 13, 2025 
 

 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 13, 2025 
 Yael Duffy 
 
 /s/ Brian E. Donley Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) February 13, 2025 
 Brian E. Donley 
 
 /s/ Jennifer B. Clark Managing Trustee February 13, 2025 
 Jennifer B. Clark 
 
 /s/ Adam D. Portnoy Managing Trustee February 13, 2025 
 Adam D. Portnoy 
 
 /s/ Donna D. Fraiche Independent Trustee February 13, 2025 
 Donna D. Fraiche 
 
 /s/ Barbara D. Gilmore Independent Trustee February 13, 2025 
 Barbara D. Gilmore 
 
 /s/ John L. Harrington Independent Trustee February 13, 2025 
 John L. Harrington 
 
 /s/ William A. Lamkin Independent Trustee February 13, 2025 
 William A. Lamkin 
 
 /s/ Elena Poptodorova Independent Trustee February 13, 2025 
 Elena Poptodorova 
 
 /s/ Jeffrey P. Somers Independent Trustee February 13, 2025 
 Jeffrey P. Somers 
 
 /s/ Mark A. Talley Independent Trustee February 13, 2025 
 Mark A. Talley
OFFICE PROPERTIES INCOME TRUST 10-K

Item 9A. Controls and Procedures
