What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-04-30 · 143 added, 113 removed, 380 unchanged (40% of the section changed)

3 unchanged sentences

(dollars in thousands, except per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Real estate properties:

35 unchanged sentences

(amounts in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Rental income $ 114,499 $ 123,686 $ 228,114 $ 263,121

3 unchanged sentences

Depreciation and amortization 43,838 50,391 87,571 100,732

Loss on impairment of real estate 2,426 131,732 2,426 131,732

Transaction related costs 3,940 — 4,816 233

1 unchanged sentence

Total expenses 104,051 235,053 205,948 342,458

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

Gain (loss) on sale of real estate 159 ( 64 ) ( 4,578 ) ( 2,448 )

Interest and other income 788 226 1,950 1,583

1 unchanged sentence

( 52,507 ) ( 38,349 ) ( 105,885 ) ( 73,825 )

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 )

Net gain (loss) on early extinguishment of debt 148 225,798 ( 95 ) 225,373

(Loss) income before income tax (expense) benefit and equity in net losses of investees ( 40,964 ) 76,244 ( 86,442 ) 71,346

Income tax (expense) benefit ( 94 ) 107 ( 231 ) 51

Equity in net losses of investees ( 128 ) ( 180 ) ( 380 ) ( 410 )

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

Net (loss) income ( 41,186 ) 76,171 ( 87,053 ) 70,987

Weighted average common shares outstanding (basic and diluted) 71,282 48,648 70,275 48,557

Per common share amounts (basic and diluted):

Net (loss) income

$ ( 0.58 ) $ 1.56 $ ( 1.24 ) $ 1.45

5 unchanged sentences

Paid In Capital Cumulative

Net Income Cumulative

Net Loss Cumulative

Distributions Total Shareholders’ Equity

5 unchanged sentences

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

Issuance of common shares, net 3,933,346 39 922 — — 961

Common share grants — — 205 — — 205

Common share forfeitures and repurchases ( 20,242 ) — ( 6 ) — — ( 6 )

Net loss — — — ( 41,186 ) — ( 41,186 )

Distributions to common shareholders — — — — ( 709 ) ( 709 )

Balance at June 30, 2025 73,976,190 $ 740 $ 2,658,090 $ ( 122,986 ) $ ( 1,469,916 ) $ 1,065,928

of Shares Common Shares Additional

4 unchanged sentences

Common share grants — — 362 — — 362

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

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

Net loss — — — ( 5,184 ) — ( 5,184 )

1 unchanged sentence

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

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

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

2 unchanged sentences

(dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Net (loss) income $ ( 87,053 ) $ 70,987

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

Depreciation 59,785 60,690

3 unchanged sentences

Loss on sale of real estate 4,578 2,448

(Gain) loss on early extinguishment of debt

( 1,430 ) 425

Loss on impairment of real estate 2,426 131,732

Net gain on early extinguishment of debt ( 1,430 ) ( 231,957 )

Straight line rental income ( 13,492 ) ( 14,942 )

1 unchanged sentence

Equity in net losses of investees 380 410

Changes in assets and liabilities:

Change in assets and liabilities:

Rents receivable ( 2,503 ) 3,653

4 unchanged sentences

Due to related persons ( 1,065 ) ( 1,034 )

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

Net cash provided by operating activities 3,811 58,499

CASH FLOWS FROM INVESTING ACTIVITIES:

10 unchanged sentences

Payment of debt issuance costs ( 1,153 ) ( 31,806 )

Proceeds from issuance of common shares, net 145 —

Proceeds from issuance of common shares 1,106 —

Repurchases of common shares ( 5 ) ( 21 )

8 unchanged sentences

(dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid $ 85,736 $ 65,353

Income taxes refunded $ 28 $ —

Income taxes paid $ 139 $ 319

NON-CASH INVESTING ACTIVITIES:

3 unchanged sentences

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

Extinguishment of unsecured senior notes in exchange for senior secured notes and common shares $ — $ ( 294,610 )

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 March 31,

As of June 30,

Cash and cash equivalents $ 78,176 $ 13,498

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however, these conditions continue to have a significant negative impact on our results of operations, financial position and cash flows.

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.

As of July 30, 2025, our total available liquidity was comprised of $ 90,102 of cash and, in addition to long-term debt, our near-term obligations include outstanding lease obligations of $ 72,394 , and principal debt repayments of $ 13,000 in 2025 and $ 277,431 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, which could include potential 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.

3 unchanged sentences

Recent Accounting Pronouncements

In December 2024, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, No.

In November 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):

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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

6 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 March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net (loss) income $ ( 41,186 ) $ 76,171 $ ( 87,053 ) $ 70,987

Income attributable to unvested participating securities ( 6 ) ( 431 ) ( 12 ) ( 411 )

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

Net (loss) income used in calculating earnings per common share $ ( 41,192 ) $ 75,740 $ ( 87,065 ) $ 70,576

Denominators:

Weighted average common shares outstanding - basic and diluted 71,282 48,648 70,275 48,557

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

Net (loss) income per common share - basic and diluted $ ( 0.58 ) $ 1.56 $ ( 1.24 ) $ 1.45

Real Estate Properties

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.

As of June 30, 2025, our 125 wholly owned properties contained approximately 17,270,000 rentable square feet, with an undepreciated carrying value of $ 3,676,919 , including $ 16,313 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 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 .

During the three months ended June 30, 2025, we entered into 15 leases for approximately 416,000 rentable square feet for a weighted (by rentable square feet) average lease term of 5.4 years, and we made commitments of $ 7,974 for leasing related costs.

During the six months ended June 30, 2025, we entered into 26 leases for approximately 639,000 rentable square feet for a weighted (by rentable square feet) average lease term of 7.1 years, and we made commitments of $ 18,597 for leasing related costs.

As of June 30, 2025, we had estimated unspent leasing related obligations of $ 72,394 .

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

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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

2 unchanged sentences

Disposition Activities

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.

During the six months ended June 30, 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.

6 unchanged sentences

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

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:

As of June 30, 2025, we had three properties classified as held for sale in our condensed consolidated balance sheet.

In July 2025, we sold one of these properties for a sales price of $ 2,150 , excluding closing costs.

We recorded a loss on impairment of real estate of $ 2,426 to reduce the carrying value of this property during the six months ended June 30, 2025 to its fair value less estimated costs to sell.

As of July 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)

4 unchanged sentences

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

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

(2) Property did not meet held for sale criteria as of June 30, 2025.

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

2 unchanged sentences

Unconsolidated Joint Venture

As of March 31, 2025, we owned an interest in one joint venture that owned two properties.

As of June 30, 2025, we owned an interest in one joint venture that owned two properties.

We accounted for this investment under the equity method of accounting.

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

As of June 30, 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

Joint Venture OPI Ownership June 30, 2025 December 31, 2024 Number of Properties Location Rentable Square Feet

Prosperity Metro Plaza 51 % $ 16,990 $ 17,370 2 Fairfax, VA 346

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

As of June 30, 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 March 31, 2025 (2)

Maturity Date Principal Balance at June 30, 2025 (2)

Principal Balance at December 31, 2024 (2)

3 unchanged sentences

None of the debt is recourse to us.

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

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.

As of June 30, 2025, the unamortized basis difference of our joint venture of $ 659 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.

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).

5 unchanged sentences

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 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 recorded rental income under our leases of $ 105,082 and $ 123,686 during the three months ended June 30, 2025 and 2024, respectively, and $ 211,544 and $ 263,121 during the six months ended June 30, 2025 and 2024, respectively, including adjustments to increase rental income to record revenue on a straight line basis by $ 6,636 and $ 7,563 during the three months ended June 30, 2025 and 2024, respectively, and $ 13,492 and $ 14,942 during the six months ended June 30, 2025 and 2024, respectively.

Rents receivable, excluding properties classified as held for sale, included $ 141,965 and $ 140,132 of straight line rent receivables at June 30, 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 $ 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.

Such payments totaled $ 18,916 and $ 38,770 for the three and six months ended June 30, 2025, respectively, of which tenant reimbursements totaled $ 18,164 and $ 37,256 , respectively.

For the three and six months ended June 30, 2024, such payments totaled $ 20,271 and $ 42,829 , respectively, of which tenant reimbursements totaled $ 19,067 and $ 40,396 , respectively.

Concentration

Tenant and Credit Concentration

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

As of June 30, 2025 and 2024, the U.S.

government and certain state and other government tenants combined were responsible for approximately 25.4 % and 27.0 %, respectively, of our annualized rental income.

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.

government is our largest tenant by annualized rental income and represented approximately 17.1 % and 19.3 % of our annualized rental income as of June 30, 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 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:

As of June 30, 2025, our 125 wholly owned properties were located in 29 states and the District of Columbia.

Properties located in Virginia, California, Illinois, Georgia and Texas were responsible for approximately 14.1 %, 12.1 %, 10.9 %, 10.5 % and 9.4 % of our annualized rental income as of June 30, 2025, respectively.

Our principal debt obligations as of June 30, 2025 were:

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

1 unchanged sentence

(3) $ 1,827,598 aggregate outstanding principal amount of senior notes and (4) $ 177,320 aggregate outstanding principal amount of mortgage notes.

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.

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

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

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

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.

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.

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 $ 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.

1 unchanged sentence

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.

As of June 30, 2025 and July 29, 2025, our $ 325,000 revolving credit facility was fully drawn and $ 100,000 was outstanding under our term loan.

As of June 30, 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 and six months ended June 30, 2025 was 7.9 % and 8.9 %, respectively, and 8.7 % for the three and six months ended June 30, 2024.

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.

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

As of June 30, 2025, we believe we were in compliance with the terms and conditions of our respective covenants under our credit agreement and our senior notes indentures and their supplements.

Senior Notes Redemptions and Repayments

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.

As a result, we recorded a loss on early extinguishment of debt of $ 928 during the six months ended June 30, 2025, which represented the unamortized discounts and issuance costs related to these notes.

Our senior secured notes due 2027 require quarterly principal repayments of $ 6,500 .

As of June 30, 2025, we have made $ 13,000 of scheduled quarterly principal repayments on these notes in 2025.

In July 2025, in connection with the sale of a collateral property, we redeemed, at par plus accrued interest, $ 2,029 of our senior secured notes due 2027.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Senior Notes Exchange

6 unchanged sentences

Total $ 20,990 $ 14,439

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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 .

During the six months ended June 30, 2025, we recorded an aggregate gain related to the Senior Note Exchange of $ 833 , or $ 0.01 per common share, which is included in net gain (loss) on early extinguishment of debt in our condensed consolidated statements of comprehensive income (loss).

As of June 30, 2025, seven of our properties with an aggregate gross book value of real estate assets of $ 305,520 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

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 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

The following table presents certain of our assets measured at fair value at June 30, 2025, 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)

$ 2,150 $ — $ 2,150 $ —

(1) We recorded an impairment charge of $ 2,426 to reduce the carrying value of one property that is classified as held for sale in our condensed consolidated balance sheet to its estimated fair value less estimated costs to sell of $ 158 , based on a negotiated sales price with a third party buyer (Level 2 input as defined in the fair value hierarchy under GAAP).

See Note 4 for more information.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

In addition to the assets listed in the above table, our financial instruments also include our cash and cash equivalents, restricted cash, rents receivable, amounts due from related persons, 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 June 30, 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 June 30, 2025 As of December 31, 2024

Financial Instrument Carrying Value (1)

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Total $ 1,941,469 $ 1,424,248 $ 2,111,306 $ 1,838,856

(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.

(1) Includes net unamortized debt premiums, discounts and issuance costs totaling $ 63,449 and $ 90,218 as of June 30, 2025 and December 31, 2024, respectively.

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

1 unchanged sentence

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 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 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.

Table of Conte n t s

Shareholders’ Equity

Share Purchases

During the six months ended June 30, 2025, we purchased 18,065 of our common shares, valued at a weighted average share price of $ 0.31 , from a former officer of ours and certain 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.

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

OFFICE PROPERTIES INCOME TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

Shareholders’ Equity

Distributions

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

During the six months ended June 30, 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

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.

April 10, 2025 April 22, 2025 May 15, 2025 0.01 709

$ 0.02 $ 1,407

On July 10, 2025, we announced the suspension of our quarterly distribution on our common shares in order to preserve our cash.

Share Issuances

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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.

During the three months ended June 30, 2025, we sold an aggregate 3,933,346 of our common shares under the ATM Program valued at a weighted average share price of $ 0.26 for net proceeds of $ 961 after deducting Agent commissions and other offering costs.

During the six months ended June 30, 2025, we sold an aggregate 4,171,689 of our common shares under the ATM Program valued at a weighted average share price of $ 0.27 for net proceeds of $ 1,106 after deducting Agent commissions and other offering costs.

We did not sell any common shares under the ATM Program subsequent to June 30, 2025.

Business and Property Management Agreements with RMR

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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

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(dollars in thousands, except per share data)

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,

For the three and six months ended June 30, 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 June 30, Six Months Ended June 30,

Line Item 2025 2024 2025 2024

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342 1,074 649 1,806

$ 3,164 $ 4,413 $ 6,345 $ 8,963

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.

Property level expenses Other operating expenses $ 5,681 $ 6,299 $ 11,169 $ 12,804

Other reimbursed expenses General and administrative expenses 51 83 101 165

$ 5,732 $ 6,382 $ 11,270 $ 12,969

(1) The net business management fees we recognized for the three months ended June 30, 2025 and 2024 each reflect a reduction of $ 151 and for the six months ended June 30, 2025 and 2024 each reflect a reduction of $ 302 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 June 30, 2025 and 2024 each reflect a reduction of $ 121 and for the six months ended June 30, 2025 and 2024 each reflect a reduction of $ 242 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.

Based on our common share total return, as defined in our business management agreement, as of June 30, 2025, no estimated incentive fees are included in the net business management fees we recognized for the three and six months ended June 30, 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.

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

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

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

Other officers of RMR, including Ms.

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

Table of Conte n t s

OFFICE PROPERTIES INCOME TRUST

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(dollars in thousands, except per share data)

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

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

Other officers of RMR, including Ms.

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

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 $ 201 and $ 194 for the three months ended March 31, 2025 and 2024, respectively.

Pursuant to our lease agreements with RMR, we recognized rental income from RMR for leased office space of $ 232 and $ 433 for the three and six months ended June 30, 2025, respectively, and $ 205 and $ 399 for the three and six months ended June 30, 2024, respectively.

Prior to January 1, 2025, we leased 240,000 rentable square feet of a mixed-use property in Washington, D.C.

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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.

We recognized rental income of $ 3,095 and $ 5,870 during the three and six months ended June 30, 2024, respectively, 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 provides that we are paid an annual owner’s priority return if gross revenues of the hotel, 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.

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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 recognized $ 9,417 and $ 16,570 of hotel operating revenues for the three and six months ended June 30, 2025, respectively, which is included in rental income in our condensed consolidated statements of comprehensive income (loss).

We realized returns under the Sonesta Management Agreement of $ 2,260 and $ 3,170 during the three and six months ended June 30, 2025, respectively.

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.

We did not incur capital expenditures under the Sonesta Management Agreement during the three and six months ended June 30, 2025.

Our annual priority return under the Sonesta Management Agreement as of June 30, 2025 was $ 7,500 .

Sonesta owed us $ 3,170 in owner’s priority returns and other amounts as of June 30, 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.

FF&E escrow deposits of $ 101 and $ 182 were required during the three and six months ended June 30, 2025, respectively.

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.

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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

We incurred management, brand promotion and loyalty fees of $ 447 and $ 808 for the three and six months ended June 30, 2025, respectively.

These fees and costs are included in other operating expenses in our condensed consolidated statements of

OFFICE PROPERTIES INCOME TRUST

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(dollars in thousands, except per share data)

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

comprehensive income (loss).

We are required to maintain working capital under the Sonesta Management Agreement and advanced $ 548 of working capital in April 2025 to meet the cash needs for hotel operations.

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 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 .

We recognized $ 108 and $ 216 of amortization expense during the three and six months ended June 30, 2025, respectively, and as of June 30, 2025, the remaining unamortized balance of this receivable was $ 12,127 .

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

10 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements