What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-30 · 215 added, 253 removed, 278 unchanged (63% of the section changed)

3 unchanged sentences

(dollars in thousands, except per share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Real estate properties:

5 unchanged sentences

Assets of properties held for sale 11,070 32,199

Investments in unconsolidated joint ventures 17,552 18,128

Investment in unconsolidated joint venture 17,118 17,370

Acquired real estate leases, net 180,803 193,739

2 unchanged sentences

Rents receivable 150,678 155,668

Due from related persons 853 —

Deferred leasing costs, net 99,070 97,642

12 unchanged sentences

Common shares of beneficial interest, $ .01 par value:

200,000,000 shares authorized, 53,910,981 and 48,755,415 shares issued and outstanding, respectively

250,000,000 authorized, 70,063,086 and 69,824,743 shares issued and outstanding, respectively

Additional paid in capital 2,656,969 2,656,548

Cumulative net income 112,747 100,174

Cumulative net loss ( 81,800 ) ( 35,933 )

Cumulative common distributions ( 1,469,207 ) ( 1,468,509 )

5 unchanged sentences

(amounts in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Rental income $ 113,615 $ 139,435

3 unchanged sentences

Depreciation and amortization 43,733 50,341

Loss on impairment of real estate 41,847 — 173,579 —

Transaction related costs 876 233

1 unchanged sentence

Total expenses 101,897 107,405

Gain on sale of real estate 8,456 244 6,008 487

Loss on sale of real estate ( 4,737 ) ( 2,384 )

Interest and other income 1,162 1,357

1 unchanged sentence

( 53,378 ) ( 35,476 )

Gain on early extinguishment of debt 264 — 225,637 —

(Loss) income before income tax expense and equity in net losses of investees ( 58,018 ) ( 18,733 ) 13,328 ( 29,655 )

Net loss on early extinguishment of debt ( 243 ) ( 425 )

Loss before income tax expense and equity in net losses of investees ( 45,478 ) ( 4,898 )

Income tax expense ( 137 ) ( 56 )

Equity in net losses of investees ( 252 ) ( 230 )

Net (loss) income $ ( 58,414 ) $ ( 19,593 ) $ 12,573 $ ( 32,281 )

Net loss ( 45,867 ) ( 5,184 )

Weighted average common shares outstanding (basic and diluted) 69,257 48,466

Per common share amounts (basic and diluted):

Net (loss) income $ ( 1.14 ) $ ( 0.41 ) $ 0.25 $ ( 0.67 )

$ ( 0.66 ) $ ( 0.11 )

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

7 unchanged sentences

Balance at December 31, 2024 69,824,743 $ 698 $ 2,656,548 $ ( 35,933 ) $ ( 1,468,509 ) $ 1,152,804

Issuance of common shares, net 238,343 3 142 — — 145

Common share grants — — 279 — — 279

Common share repurchases ( 869 ) — ( 6 ) — — ( 6 )

Net loss — — — ( 45,867 ) — ( 45,867 )

1 unchanged sentence

Balance at March 31, 2025 70,063,086 $ 701 $ 2,656,969 $ ( 81,800 ) $ ( 1,469,207 ) $ 1,106,663

Issuance of common shares 1,406,952 14 3,166 — — 3,180

Common share grants 104,643 1 486 — — 487

Common share repurchases ( 7,505 ) — ( 15 ) — — ( 15 )

Net income — — — 76,171 — 76,171

Distributions to common shareholders — — — — ( 488 ) ( 488 )

Balance at June 30, 2024 50,258,636 503 2,625,486 171,161 ( 1,467,451 ) 1,329,699

Issuance of common shares 3,184,432 32 7,416 — — 7,448

Common share grants 544,555 5 520 — — 525

Common share repurchases ( 76,642 ) ( 1 ) ( 169 ) — — ( 170 )

Net loss — — — ( 58,414 ) — ( 58,414 )

Distributions to common shareholders — — — — ( 502 ) ( 502 )

Balance at September 30, 2024 53,910,981 $ 539 $ 2,633,253 $ 112,747 $ ( 1,467,953 ) $ 1,278,586

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

OFFICE PROPERTIES INCOME TRUST

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (CONTINUED)

(dollars in thousands)

of Shares Common Shares Additional

8 unchanged sentences

Balance at March 31, 2024 48,754,546 $ 488 $ 2,621,849 $ 94,990 $ ( 1,466,963 ) $ 1,250,364

Common share grants 31,500 — 744 — — 744

Common share forfeitures and repurchases ( 7,559 ) — ( 47 ) — — ( 47 )

Net loss — — — ( 12,242 ) — ( 12,242 )

Distributions to common shareholders — — — — ( 12,141 ) ( 12,141 )

Balance at June 30, 2023 48,587,650 486 2,620,691 156,918 ( 1,442,140 ) 1,335,955

Common share grants 210,300 2 656 — — 658

Common share forfeitures and repurchases ( 40,704 ) — ( 240 ) — — ( 240 )

Net loss — — — ( 19,593 ) — ( 19,593 )

Distributions to common shareholders — — — — ( 12,147 ) ( 12,147 )

Balance at September 30, 2023 48,757,246 $ 488 $ 2,621,107 $ 137,325 $ ( 1,454,287 ) $ 1,304,633

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

2 unchanged sentences

(dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ 12,573 $ ( 32,281 )

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

Net loss $ ( 45,867 ) $ ( 5,184 )

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

Depreciation 29,461 29,699

2 unchanged sentences

Amortization of deferred leasing costs 3,325 3,408

Gain on sale of real estate ( 6,008 ) ( 487 )

Loss on impairment of real estate 173,579 —

Gain on early extinguishment of debt ( 238,008 ) —

Loss on sale of real estate 4,737 2,384

(Gain) loss on early extinguishment of debt

( 1,430 ) 425

Straight line rental income ( 6,856 ) ( 7,379 )

3 unchanged sentences

Rents receivable 366 2,934

Due from related persons ( 853 ) —

Deferred leasing costs ( 8,397 ) ( 3,342 )

2 unchanged sentences

Due to related persons ( 1,054 ) 234

Net cash provided by operating activities 41,442 109,133

Net cash (used in) provided by operating activities ( 28,588 ) 26,632

CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate improvements ( 11,229 ) ( 40,034 )

Contributions to unconsolidated joint ventures — ( 3,763 )

Proceeds from sale of property, net 26,263 35,672

Net cash used in investing activities ( 13,251 ) ( 156,942 )

Net cash provided by (used in) investing activities 15,034 ( 4,362 )

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 ( 171,600 ) ( 350,000 )

Proceeds from issuance of senior secured notes — 280,500

Repayment of senior secured notes ( 11,969 ) —

Borrowings on revolving credit facility — 232,000

2 unchanged sentences

Payment of debt issuance costs ( 835 ) ( 19,885 )

Proceeds from issuance of common shares, net 145 —

Repurchases of common shares — ( 6 )

Distributions to common shareholders ( 698 ) ( 487 )

Net cash (used in) provided by financing activities ( 18,636 ) 75,188

Increase in cash, cash equivalents and restricted cash 9,555 27,379

Net cash used in financing activities ( 184,957 ) ( 4,878 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 198,511 ) 17,392

Cash, cash equivalents and restricted cash at beginning of period 275,165 26,714

4 unchanged sentences

(dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid $ 64,008 $ 34,639

Income taxes paid $ 302 $ 374

Income taxes refunded $ 28 $ —

NON-CASH INVESTING ACTIVITIES:

2 unchanged sentences

NON-CASH FINANCING ACTIVITIES:

Extinguishment of unsecured senior notes in exchange for senior secured notes and common shares $ ( 295,462 ) $ —

Extinguishment of unsecured senior notes in exchange for senior priority guaranteed unsecured notes $ ( 6,537 ) $ —

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 condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows:

As of September 30,

As of March 31,

Cash and cash equivalents $ 63,745 $ 23,513

20 unchanged sentences

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.

Our portfolio has been adversely affected by shifts in office space utilization, including increased remote work arrangements and tenants consolidating their real estate footprint, as well as ongoing market and economic conditions, including government spending and budget priorities.

Demand for office space continues to face headwinds, including in markets where we have a concentration of properties, such as Washington D.C., and declining rents and increasing costs to relet space when tenants can be identified continue to impact the market.

In addition, we have 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 October 30, 2024, our total available liquidity was comprised of $ 146,448 of cash and, in addition to long-term debt, our $ 456,700 of unsecured senior notes due on February 1, 2025, or the 2025 Notes, are due within one year from the date of issuance of these financial statements.

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 are currently in negotiations with certain holders of the 2025 Notes regarding a potential note exchange.

However, we are not able to conclude that it is probable that the negotiations will result in an exchange that refinances the 2025 Notes prior to their maturity.

If we are unable to consummate a transaction that refinances the 2025 Notes on terms which, in our view, allow us to continue as a going concern, 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 for at least one year from the date of issuance of these financial statements, or October 30, 2024.

As of April 30, 2025, our total available liquidity was comprised of $ 73,071 of cash and, in addition to long-term debt, our near-term obligations include outstanding lease obligations of $ 78,499 , and principal debt repayments of $ 19,500 in 2025 and $ 279,460 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 limited 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.

Our condensed consolidated financial statements 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.

Recent Accounting Pronouncements

In December 2024, the Financial Accounting Standards Board issued Accounting Standards Update, or 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.

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.

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, or ASU No.

2023-07, which requires public entities to:

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

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

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

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

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

The amendments in ASU No.

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

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

We expect to include additional disclosures in the notes to our condensed consolidated financial statements as a result of the implementation of ASU No.

however, these changes are not expected to have a material effect on our condensed consolidated financial statements.

Per Common Share Amounts

3 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net (loss) income $ ( 58,414 ) $ ( 19,593 ) $ 12,573 $ ( 32,281 )

Three Months Ended March 31,

Net loss $ ( 45,867 ) $ ( 5,184 )

Income attributable to unvested participating securities ( 6 ) ( 3 )

Net (loss) income used in calculating earnings per common share $ ( 58,416 ) $ ( 19,643 ) $ 12,499 $ ( 32,513 )

Net loss used in calculating earnings per common share $ ( 45,873 ) $ ( 5,187 )

Denominators:

Weighted average common shares outstanding - basic and diluted 69,257 48,466

Net (loss) income per common share - basic and diluted $ ( 1.14 ) $ ( 0.41 ) $ 0.25 $ ( 0.67 )

Net loss per common share - basic and diluted $ ( 0.66 ) $ ( 0.11 )

Real Estate Properties

As of September 30, 2024, our 145 wholly owned properties included approximately 19,543,000 rentable square feet, with an undepreciated carrying value of $ 3,873,075 , including $ 176,465 classified as held for sale.

As of March 31, 2025, our 125 wholly owned properties contained approximately 17,274,000 rentable square feet, with an undepreciated carrying value of $ 3,671,499 , including $ 18,739 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.

1 unchanged sentence

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 three months ended September 30, 2024, we entered into 14 leases for approximately 987,000 rentable square feet for a weighted (by rentable square feet) average lease term of 10.2 years, and we made commitments of $ 65,916 for leasing related costs.

During the nine months ended September 30, 2024, we entered into 39 leases for approximately 1,683,000 rentable square feet for a weighted (by rentable square feet) average lease term of 9.1 years and we made commitments for approximately $ 80,875 of leasing related costs.

As of September 30, 2024, we had estimated unspent leasing related obligations of $ 100,646 .

During the three months ended March 31, 2025, we entered into 11 leases for approximately 223,000 rentable square feet for a weighted (by rentable square feet) average lease term of 10.3 years, and we made commitments of $ 10,623 for leasing related costs.

As of March 31, 2025, we had estimated unspent leasing related obligations of $ 78,499 .

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 re-leasing vacant

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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.

Impairment indicators may include declining tenant occupancy, lack of progress re-leasing 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.

4 unchanged sentences

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.

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Disposition Activities

During the nine months ended September 30, 2024, we sold seven properties containing approximately 998,000 rentable square feet for an aggregate sales price of $ 84,810 , excluding closing costs.

During the three months ended March 31, 2025, we sold three properties containing approximately 249,000 rentable square feet for an aggregate sales price of $ 26,900 , excluding closing costs.

The sales of these properties, as presented in the table below, do not represent a strategic shift in our business.

1 unchanged sentence

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 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 8,691 —

September 2024 1 San Jose, CA 64,000 10,800 ( 954 ) 819

Gain (Loss) on Sale of Real Estate

February 2025 1 Parsippany, NJ 100,000 $ 5,750 $ ( 4,779 )

February 2025 2 Santa Clara, CA 149,000 21,150 42

3 249,000 $ 26,900 $ ( 4,737 )

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

As of September 30, 2024, we had 13 properties classified as held for sale in our condensed consolidated balance sheet that are under agreement to sell for an aggregate sales price of $ 107,802 , excluding closing costs, as summarized below:

As of March 31, 2025, we had three properties classified as held for sale in our condensed consolidated balance sheet.

As of April 29, 2025, we had three properties, including two properties classified as held for sale, under agreement to sell for an aggregate sales price of $ 28,863 , excluding closing costs, as summarized below:

Date of Sale Agreement Number of Properties Location Rentable Square Feet Gross Sales Price (1)

Loss on Impairment of Real Estate

May 2024 1 Colorado Springs, CO 156,000 $ 26,164 $ —

July 2024 5 Atlanta, GA 378,000 18,100 21,937

August 2024 1 Rocklin, CA 19,000 2,650 —

September 2024 1 Kansas City, MO 87,000 8,000 4,370

September 2024 2 Santa Clara, CA 149,000 21,150 11,041

October 2024 2 Tempe, AZ 101,000 $ 10,738

October 2024 1 Sacramento, CA 338,000 21,000 33,904

December 2024 1 Reston, VA (2)

275,000 18,125

3 376,000 $ 28,863

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

We also had four additional properties classified as held for sale in our condensed consolidated balance sheet as of September 30, 2024 and we recorded a $ 22,094 loss on impairment of real estate to adjust the carrying values of two of these properties to their estimated fair values, less costs to sell, during the nine months ended September 30, 2024.

(2) Property did not meet held for sale criteria as of March 31, 2025.

The pending sales in the preceding table are subject to conditions;

1 unchanged sentence

See Note 8 for more information regarding our properties held for sale.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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.

In October 2024, we entered into agreements to sell an additional four properties with approximately 381,000 rentable square feet for an aggregate sales price of $ 11,350 , excluding closing costs.

Unconsolidated Joint Ventures

As of September 30, 2024, we owned an interest in one joint venture that owned two properties.

Unconsolidated Joint Venture

As of March 31, 2025, 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 nine months ended September 30, 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 and the non-recourse mortgage lender to this joint venture completed a foreclosure of the property and 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 nine months ended September 30, 2024.

Accordingly, we did not record our proportionate share of operating results of the joint venture for the nine months ended September 30, 2024.

As of September 30, 2024 and December 31, 2023, our investments in our unconsolidated joint ventures consisted of the following:

OPI Carrying Value of Investments at

Joint Venture OPI Ownership September 30, 2024 December 31, 2023 Number of Properties Location Rentable Square Feet

As of March 31, 2025 and December 31, 2024, our investment in our unconsolidated joint venture is as follows:

OPI Carrying Value of Investment at

Joint Venture OPI Ownership March 31, 2025 December 31, 2024 Number of Properties Location Rentable Square Feet

Prosperity Metro Plaza 51 % $ 17,118 $ 17,370 2 Fairfax, VA 346

1750 H Street, NW 50 % — — 1 Washington, D.C.

Total $ 17,552 $ 18,128 3 471,000

The following table provides a summary of the mortgage debt of our unconsolidated joint ventures as of September 30, 2024 and December 31, 2023:

As of March 31, 2025 and December 31, 2024, the mortgage debt of our unconsolidated joint venture is as follows:

Joint Venture Interest Rate (1)

Maturity Date Principal Balance at September 30, 2024 (2)

Maturity Date Principal Balance at March 31, 2025 (2)

Principal Balance at December 31, 2024 (2)

Prosperity Metro Plaza 4.09 % 12/1/2029 $ 49,780 $ 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.

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

None of the debt is recourse to us.

As of September 30, 2024, the unamortized basis difference of our Prosperity Metro Plaza joint venture of $ 680 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.

The 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 condensed consolidated statements of comprehensive income (loss).

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 once 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

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

the lease term.

As of March 31, 2025, the unamortized basis difference of our joint venture of $ 666 was primarily attributable to the difference between the amount we paid to purchase our interest in the joint venture, including transaction costs, and the historical carrying value of the net assets of the joint venture.

Our leases provide for base rent payments and, in addition, may include variable payments.

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.

1 unchanged sentence

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.

We increased rental income to record revenue on a straight line basis by $ 8,854 and $ 8,691 for the three months ended September 30, 2024 and 2023, respectively, and $ 23,796 and $ 17,120 for the nine months ended September 30, 2024 and 2023, respectively.

Rents receivable, excluding properties classified as held for sale, included $ 134,218 and $ 112,440 of straight line rent receivables at September 30, 2024 and December 31, 2023, respectively.

We recorded rental income under our leases of $ 106,462 and $ 139,435 during the three months ended March 31, 2025 and 2024, respectively, including adjustments to increase rental income to record revenue on a straight line basis by $ 6,856 and $ 7,379 , respectively.

Rents receivable, excluding properties classified as held for sale, included $ 135,306 and $ 140,132 of straight line rent receivables at March 31, 2025 and December 31, 2024, 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 $ 22,291 and $ 65,120 for the three and nine months ended September 30, 2024, respectively, of which tenant reimbursements totaled $ 21,271 and $ 61,667 , respectively.

For the three and nine months ended September 30, 2023, such payments totaled $ 21,067 and $ 64,627 , respectively, of which tenant reimbursements totaled $ 19,722 and $ 60,641 , respectively.

Such payments totaled $ 19,854 and $ 22,558 for the three months ended March 31, 2025 and 2024, respectively, of which tenant reimbursements totaled $ 19,092 and $ 21,329 , respectively.

Concentration

Tenant and Credit Concentration

As of September 30, 2024 and 2023, the U.S.

As of March 31, 2025 and 2024, the U.S.

government and certain state and other government tenants combined were responsible for approximately 25.1 % and 27.6 %, respectively, of our annualized rental income.

government is our largest tenant by annualized rental income and represented approximately 16.6 % and 20.0 % of our annualized rental income as of September 30, 2024 and 2023, respectively.

government is our largest tenant by annualized rental income and represented approximately 16.8 % and 20.2 % of our annualized rental income as of March 31, 2025 and 2024, 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 September 30, 2024, our 145 wholly owned properties were located in 30 states and the District of Columbia.

Properties located in Virginia, California, District of Columbia, Illinois and Georgia were responsible for approximately 12.4 %, 10.6 %, 10.6 %, 9.7 % and 9.7 % of our annualized rental income as of September 30, 2024, respectively.

Our principal debt obligations as of September 30, 2024 were:

As of March 31, 2025, our 125 wholly owned properties were located in 29 states and the District of Columbia.

Properties located in Virginia, California, Texas, Georgia and Illinois were responsible for approximately 13.8 %, 11.9 %, 11.0 %, 10.4 % and 10.3 % of our annualized rental income as of March 31, 2025, respectively.

Our principal debt obligations as of March 31, 2025 were:

(1) $ 325,000 of outstanding borrowings under our $ 325,000 secured revolving credit facility;

1 unchanged sentence

(3) $ 1,834,098 aggregate outstanding principal amount of senior notes and (4) $ 177,320 aggregate outstanding principal amount of mortgage notes.

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 $ 1,012,536 as of September 30, 2024.

Our $ 325,000 secured revolving credit facility and $ 100,000 secured term loan are governed by a credit agreement, or our credit agreement, with a syndicate of institutional lenders.

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

real estate assets of $ 1,031,523 as of March 31, 2025.

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.

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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.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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 September 30, 2024.

As of September 30, 2024, we had $ 200,000 , outstanding under our revolving credit facility, $ 100,000 outstanding under our term loan and $ 125,000 available for borrowing under our revolving credit facility.

In October 2024, we borrowed $ 125,000 under our revolving credit facility to preserve financial flexibility.

As of October 29, 2024, we had fully drawn our $ 325,000 revolving credit facility and $ 100,000 was outstanding under our term loan.

As of September 30, 2024, the annual interest rate payable on borrowings under our credit agreement was 8.4 %.

The weighted average annual interest rate for borrowings under our credit agreement for the three and nine months ended September 30, 2024 was 8.9 %.

We were required to pay interest at a rate of SOFR plus a premium, which was 145 basis points per annum as of September 30, 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.

The weighted average annual interest rate for borrowings under our prior revolving credit facility for the three and nine months ended September 30, 2023 was 6.8 % and 6.4 %, respectively.

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

We are also required to pay an unused facility fee on the amount of total lending commitments of 25 to 35 basis points per annum based on amounts outstanding.

As of March 31, 2025 and April 29, 2025, our $ 325,000 revolving credit facility was fully drawn and $ 100,000 was outstanding under our term loan.

As of March 31, 2025, 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 three months ended March 31, 2025 and 2024 was 7.9 % and 8.5 %, respectively.

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 The RMR Group LLC, or 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 September 30, 2024.

Senior Secured Notes Issuance

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

The aggregate net proceeds from the offering of the 2029 Notes were $ 270,712 , after initial purchaser discounts and other offering expenses.

The 2029 Notes are fully and unconditionally guaranteed on a joint, several and senior secured basis by certain of our subsidiaries and secured by a pledge of all of the respective equity interests of the subsidiary guarantors and first mortgage liens on 17 properties with a gross book value of real estate assets of $ 619,467 as of September 30, 2024.

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

Senior Unsecured Notes Redemption

In 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 nine months ended September 30, 2024, which represented the unamortized discounts related to these notes.

Senior Notes Exchanges

In June 2024, we exchanged $ 567,429 of new 9.000 % senior secured notes, or the New 2029 Notes, for an aggregate $ 865,219 of our outstanding unsecured senior notes, or the Existing Notes, and such transaction, the Senior Note Exchange, as follows:

As of March 31, 2025, our ratio of secured debt to adjusted total assets was above the maximum level under our revolving credit facility and our senior notes indentures and their supplements, and as a result, we are unable to incur additional secured debt unless this ratio is at or below the required level on a pro forma basis as a result of any contemplated secured debt transaction.

As of March 31, 2025, we believe we were in compliance with all of the other terms and conditions of our respective covenants under our credit agreement and our senior notes indentures and their supplements.

Senior Notes Redemptions

In January 2025, we redeemed, at par plus accrued interest, all of the remaining $ 171,586 of our 4.50 % senior unsecured notes due 2025.

In February 2025, in connection with the sale of a collateral property, we redeemed, at par plus accrued interest, $ 5,469 of our senior secured notes due 2027.

As a result, we recorded a loss on early extinguishment of debt of $ 928 during the three months ended March 31, 2025, which represented the unamortized discounts and issuance costs related to these notes.

Senior Notes Exchange

In March 2025, we exchanged $ 14,439 of new 8.00 % senior priority guaranteed unsecured notes, or the New 2030 Notes, for an aggregate $ 20,990 of our outstanding unsecured senior notes, or the Existing Notes, and such transaction, the Senior Note Exchange, as follows:

Existing Notes Exchanged Aggregate Principal Amount of Existing Notes Accepted for Exchange Aggregate Principal Amount of New Notes Delivered

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Existing 2.400 % 2027 Notes

159,512 114,803

Existing 3.450 % 2031 Notes

269,216 164,162

Existing 3.450 % 2031 Notes

285,645 147,053

Total $ 20,990 $ 14,439

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

The New 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 $ 716,969 as of September 30, 2024 and second mortgage liens on the 19 properties securing our credit agreement.

The New 2029 Notes require semi-annual payments of interest only and are prepayable, at par plus accrued interest, after June 3, 2028.

During the nine months ended September 30, 2024, we recorded a gain on early extinguishment of debt of $ 225,210 as a result of the Senior Note Exchange.

During the three and nine months ended September 30, 2024, in a series of exchange transactions, we exchanged an aggregate principal amount of $ 8,300 of the 2025 Notes for an aggregate 3,184,432 of our common shares at a weighted average price of $ 2.34 per share.

During the nine months ended September 30, 2024, we recorded a gain on early extinguishment of debt of $ 852 as a result of these exchanges.

In October 2024, in a series of exchange transactions, we exchanged an additional aggregate principal amount of $ 34,154 of the 2025 Notes for $ 42,570 of new 9.0 % senior secured notes due 2029 on substantially similar terms as the New 2029 Notes and an aggregate 1,870,238 of our common shares.

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 currently do not expect that any special distribution will be required to maintain our qualification for taxation as a real estate investment trust, or REIT, as a result of generating CODI in 2024.

However, this assertion is based on our expectation that we will complete additional dispositions that will result in additional losses on sale of real estate in 2024.

If these sales are not completed, we will be taxed at regular corporate income tax rates on any undistributed REIT taxable income.

As of September 30, 2024, seven of our properties with an aggregate gross book value of real estate assets of $ 304,961 were encumbered by mortgage notes with an aggregate principal amount of $ 177,320 .

The New 2030 Notes are fully and unconditionally guaranteed on a joint, several and unsecured basis by certain of our subsidiaries which also guarantee our senior secured notes due 2027.

The New 2030 Notes require semi-annual payments of interest only and are prepayable, at par plus accrued interest, after March 12, 2029.

During the three months ended March 31, 2025, we recorded an aggregate gain related to the Senior Note Exchange of $ 685 , or $ 0.01 per common share, which is included in net loss on early extinguishment of debt in our condensed consolidated statements of comprehensive income (loss).

As of March 31, 2025, seven of our properties with an aggregate gross book value of real estate assets of $ 305,456 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.

Fair Value of Assets and Liabilities

The following table presents certain of our assets measured at fair value at September 30, 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

Real estate properties (1)

$ 4,170 $ — $ — $ 4,170

Assets of properties held for sale (2)

$ 94,545 $ — $ 94,545 $ —

(1) We recorded an impairment charge of $ 14,590 to reduce the carrying value of one property that was classified as held for sale as of June 30, 2024 and subsequently removed from held for stale status to its estimated fair value based on third party offers (Level 3 inputs as defined in the fair value hierarchy under GAAP).

(2) We recorded an impairment charge of $ 93,346 to reduce the carrying values of 11 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 $ 2,282 , 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.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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 September 30, 2024 and December 31, 2023, the fair values of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or floating interest rates, except as follows:

As of September 30, 2024 As of December 31, 2023

At March 31, 2025 and December 31, 2024, the fair values of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or floating interest rates, except as follows:

As of March 31, 2025 As of December 31, 2024

Financial Instrument Carrying Value (1)

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78,049 45,809 80,486 49,475

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

80,450 43,264 348,086 196,147

Senior secured notes, 3.250 % interest rate, due in 2027

363,026 356,066 363,432 383,806

Senior secured notes, 9.000 % interest rate, due in 2029 (4)

Senior secured notes, 9.000 % interest rate, due in March 2029

277,065 286,839 275,632 293,100

Senior secured notes, 9.000 % interest rate, due in September 2029

635,595 498,961 637,052 529,436

Senior priority guaranteed unsecured notes, 8.000 % interest rate, due in 2030 (3)

18,516 10,528 — —

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

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Total $ 1,937,387 $ 1,567,387 $ 2,111,306 $ 1,838,856

(1) Includes net unamortized debt premiums, discounts and issuance costs totaling $ 9,390 and $ 21,711 as of September 30, 2024 and December 31, 2023, respectively.

(2) These senior notes were redeemed in March 2024.

(3) These senior notes were issued in February 2024.

(4) These senior notes were issued in June 2024.

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 value of our senior unsecured notes due 2050 based on the closing price on The Nasdaq Stock Market LLC, or 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.

(1) Includes net unamortized debt premiums, discounts and issuance costs totaling $ 74,031 and $ 90,218 as of March 31, 2025 and December 31, 2024, respectively.

(2) These senior notes were redeemed in January 2025.

(3) These senior notes were issued in March 2025.

We estimated the fair values of our senior notes (except for our senior priority guaranteed unsecured notes due 2030 and 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 value of our senior unsecured notes due 2050 based on the closing price on The Nasdaq Stock Market LLC (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

We estimated the fair values of our senior priority guaranteed unsecured notes due 2030 and our mortgage notes payable using discounted cash flow analyses and currently prevailing market rates (Level 3 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

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

Shareholders’ Equity

Share Issuances

In connection with the Senior Note Exchange, we entered into a support agreement with certain holders of our Existing Notes, or the Supporting Noteholders, pursuant to which, on June 21, 2024, in exchange for the Supporting Noteholders tendering their Existing Notes, we issued 1,406,952 of our common shares, valued at $ 2.26 per share, the closing price of our common shares on Nasdaq on that day, to the Supporting Noteholders.

See Note 7 for information regarding the additional share issuances we have made as part of exchanges for the 2025 Notes.

On June 13, 2024, in accordance with our Trustee compensation agreements, we awarded to each of our nine Trustees 11,627 of our common shares, valued at $ 2.15 per share, the closing price of our common shares on Nasdaq on that day.

On September 11, 2024, we awarded under our equity compensation plan an aggregate of 544,555 of our common shares, valued at $ 2.13 per share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other employees of RMR.

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

Share Purchases

During the three and nine months ended September 30, 2024, we purchased an aggregate 76,642 and 85,016 of our common shares, respectively, valued at a weighted average share price of $ 2.22 and $ 2.25 , respectively, from our officers and certain other current and former officers and employees of RMR, in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

We withheld and purchased these common shares at their fair market value based upon the trading price of our common shares at the close of trading on Nasdaq on the purchase date.

Shareholders’ Equity

Distributions

During the nine months ended September 30, 2024, we declared and paid regular quarterly distributions to common shareholders as follows:

During the three months ended March 31, 2025, we declared and paid a regular quarterly distribution to common shareholders as follows:

Declaration Date Record Date Paid Date Distributions Per Common Share Total Distributions

January 16, 2025 January 27, 2025 February 20, 2025 $ 0.01 $ 698

April 11, 2024 April 22, 2024 May 15, 2024 0.01 488

July 11, 2024 July 22, 2024 August 15, 2024 0.01 502

$ 0.03 $ 1,477

On October 16, 2024, we declared a regular quarterly distribution payable to common shareholders of record on October 28, 2024 in the amount of $ 0.01 per share, or approximately $ 555 .

We expect to pay this distribution on or about November 14, 2024.

On April 10, 2025, we declared a regular quarterly distribution payable to common shareholders of record on April 22, 2025 in the amount of $ 0.01 per share, or approximately $ 701 .

We expect to pay this distribution on or about May 15, 2025.

Share Issuances

In March 2025, we entered into a sales agreement with Clear Street LLC, or the Agent, pursuant to which we may issue and sell our common shares from time to time, in transactions that are deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, for up to an aggregate sales price of $ 100,000 , or the ATM Program.

We are required to pay the Agent a cash commission of 3 % of the gross sales prices of any common shares we sell under the ATM Program.

During the three months ended March 31, 2025, we sold an aggregate 238,343 of our common shares under the ATM Program valued at a weighted average share price of $ 0.61 for net proceeds of $ 145 after deducting Agent commissions.

In April 2025, we sold an additional aggregate 837,164 of our common shares under the ATM Program valued at a weighted average share price of $ 0.40 for net proceeds of $ 334 after deducting Agent commissions.

Business and Property Management Agreements with RMR

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and (2) a property management agreement, which relates to our property level operations.

Pursuant to our business management agreement with RMR, we recognized net business management fees of $ 3,052 and $ 9,919 for the three and nine months ended September 30, 2024, respectively, and $ 3,637 and $ 11,180 for the three and nine months ended September 30, 2023, respectively.

Based on our common share total return, as defined in our business management agreement, as of September 30, 2024, no estimated incentive fees are included in the net business management fees we recognized for the three and nine months ended September 30, 2024.

The actual amount of annual incentive fees for 2024, if any, will be based on our common share total return for the three year period ending December 31, 2024, and will be payable in January 2025.

We did no t incur an incentive fee payable to RMR for the year ended December 31, 2023.

We include business management fees in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss).

Pursuant to our property management agreement with RMR, we recognized aggregate net property management and construction supervision fees of $ 3,712 and $ 12,675 for the three and nine months ended September 30, 2024, respectively, and $ 5,465 and $ 17,947 for the three and nine months ended September 30, 2023, respectively.

Of these amounts, for the three and nine months ended September 30, 2024, $ 3,234 and $ 10,391 , respectively, were expensed to other operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 478 and $ 2,284 , respectively, were capitalized as building improvements in our condensed consolidated balance sheets.

For the three and nine months ended September 30, 2023, $ 3,718 and $ 11,252 , respectively, were expensed to other operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 1,747 and $ 6,695 , respectively, were capitalized as building improvements in our condensed consolidated balance sheet.

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

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

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

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

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

We reimbursed RMR $ 6,734 and $ 19,702 for these expenses and costs for the three and nine months ended September 30, 2024, respectively, and $ 6,331 and $ 19,295 for the three and nine months ended September 30, 2023, respectively.

We included these amounts in other operating expenses and general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss).

For the three months ended March 31, 2025 and 2024, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:

Financial Statement Three Months Ended March 31,

Line Item 2025 2024

Pursuant to business management agreement:

Business management fees (1)

General and administrative expenses $ 3,115 $ 3,558

Pursuant to property management agreement:

Property management fees (2)

Other operating expenses $ 2,874 $ 3,818

Construction supervision fees Buildings and improvements (3)

$ 3,181 $ 4,550

Expense Reimbursement:

Property level expenses

General and administrative expenses $ 5,538 $ 6,587

(1) The net business management fees we recognized for the three months ended March 31, 2025 and 2024 each reflect a reduction of $ 151 for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.

(2) The net property management fees we recognized for the three months ended March 31, 2025 and 2024 each reflect a reduction of $ 121 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

(3) Amounts capitalized as buildings and improvements are depreciated over the estimated useful lives of the related assets.

Based on our common share total return, as defined in our business management agreement, as of March 31, 2025, no estimated incentive fees are included in the net business management fees we recognized for the three months ended March 31, 2025.

The actual amount of annual incentive fees for 2025, if any, will be based on our common share total return for the three year period ending December 31, 2025, and will be payable in January 2026.

We did no t incur an incentive fee payable to RMR for the year ended December 31, 2024.

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.

Management Agreement Between Our Joint Venture and RMR .

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Related Person Transactions

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

We have relationships and historical and continuing transactions with RMR, RMR Inc.

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

RMR is a majority owned subsidiary of RMR Inc.

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

Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director, the president and chief executive officer of RMR Inc.

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.

5 unchanged sentences

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

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Our Manager, RMR.

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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 $ 193 and $ 592 for the three and nine months ended September 30, 2024, respectively, and $ 205 and $ 671 for the three and nine months ended September 30, 2023, respectively.

We lease 240,000 rentable square feet of a mixed-use property in Washington, D.C.

to a subsidiary of Sonesta International Hotels Corporation, or Sonesta.

Our lease with Sonesta commenced in August 2023 and expires in 2053 and Sonesta has two options to extend the term for 10 years each.

The lease was amended in September 2024 to expand the premises by 5,900 rentable square feet.

Pursuant to the amended lease agreement, Sonesta will pay us annual base rent of approximately $ 6,724 beginning February 2025.

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

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

We recognized rental income of $ 3,119 and $ 8,989 during the three and nine months ended September 30, 2024, respectively, under our lease with Sonesta.

Pursuant to our lease agreements with RMR, we recognized rental income from RMR for leased office space of $ 201 and $ 194 for the three months ended March 31, 2025 and 2024, respectively.

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 International Hotels Corporation, 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 International Hotels Corporation, or 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 $ 2,775 during the three months ended March 31, 2024 under 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 $ 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 recognized $ 7,153 of hotel operating revenues for the three months ended March 31, 2025, which is included in rental income in our condensed consolidated statements of comprehensive income (loss).

We realized returns under the Sonesta Management Agreement of $ 910 during the three months ended March 31, 2025.

We are responsible for any capital expenditures in excess of available funds in the FF&E reserve.

We did not incur capital expenditures under the Sonesta Management Agreement during the three months ended March 31, 2025.

Our annual priority return under the Sonesta Management Agreement as of March 31, 2025 was $ 7,500 .

Sonesta owed us $ 853 in owner’s priority returns and other amounts as of March 31, 2025.

Amounts due from Sonesta are included in due from related persons in our condensed consolidated balance sheet.

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 reser ves.

FF&E escrow deposits of $ 81 were required during the three months ended March 31, 2025.

Pursuant to the Sonesta Management Agreement, we are required to pay Sonesta, after p ayment 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 incurred management, brand promotion and loyalty fees of $ 361 for the three months ended March 31, 2025.

These fees and costs are included in other operating expenses in our condensed consolidated statements of comprehensive income (loss).

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.

We advanced $ 548 of working capital in April 2025 in accordance with the Sonesta Management Agreement.

As of December 31, 2024, we had a straight line rent receivable related to the Sonesta Lease totaling $ 12,343 .

Due to our ongoing relationship with Sonesta under the Sonesta Management Agreement, upon termination of the Sonesta Lease, we

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

reclassified this receivable to other assets, net in our condensed consolidated balance sheet.

We are amortizing this receivable through the original Sonesta Lease expiration date, or July 2053, as an increase to other operating expenses in our condensed consolidated statements of comprehensive income (loss).

We recognized $ 108 of amortization expense during the three months ended March 31, 2025 and as of March 31, 2025, the remaining unamortized balance of this receivable was $ 12,235 .

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

2 unchanged sentences

For more information about these and other such relationships and certain other related person transactions, refer to our 2024 Annual Report.

Segment Reporting

We manage our business on a consolidated basis and therefore have one reportable segment:

ownership and leasing of real estate 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 condensed 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 10.

The measure of segment assets is reported as total assets in our condensed consolidated balance sheets.

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

What changed 10-Q

Item 1. Financial Statements