OFFICE PROPERTIES INCOME TRUST 10-Q

Item 1. Financial Statements OFFICE PROPERTIES INCOME TRUST CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) (unaudited) June 30, 2025 December 31, 2024 ASSETS Real estate properties: Land $ 706,623 $ 711,039 Buildings and improvements 2,953,983 2,946,520 Total real estate properties, gross 3,660,606 3,657,559 Accumulated depreciation ( 670,583 ) ( 618,650 ) Total real estate properties, net 2,990,023 3,038,909 Assets of properties held for sale 8,650 32,199 Investment in unconsolidated joint venture 16,990 17,370 Acquired real estate leases, net 169,948 193,739 Cash and cash equivalents 78,176 261,318 Restricted cash 13,778 13,847 Rents receivable 160,205 155,668 Due from related persons 3,170 — Deferred leasing costs, net 98,617 97,642 Other assets, net 21,392 11,594 Total assets $ 3,560,949 $ 3,822,286 LIABILITIES AND SHAREHOLDERS’ EQUITY Unsecured debt, net $ 488,754 $ 662,277 Secured debt, net 1,876,439 1,872,357 Liabilities of properties held for sale 646 765 Accounts payable and other liabilities 115,454 118,689 Due to related persons 4,804 5,869 Assumed real estate lease obligations, net 8,924 9,525 Total liabilities 2,495,021 2,669,482 Commitments and contingencies Shareholders’ equity: Common shares of beneficial interest, $ .01 par value: 250,000,000 authorized, 73,976,190 and 69,824,743 shares issued and outstanding, respectively 740 698 Additional paid in capital 2,658,090 2,656,548 Cumulative net loss ( 122,986 ) ( 35,933 ) Cumulative common distributions ( 1,469,916 ) ( 1,468,509 ) Total shareholders’ equity 1,065,928 1,152,804 Total liabilities and shareholders’ equity $ 3,560,949 $ 3,822,286 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents OFFICE PROPERTIES INCOME TRUST CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (amounts in thousands, except per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Rental income $ 114,499 $ 123,686 $ 228,114 $ 263,121 Expenses: Real estate taxes 12,111 14,727 25,569 30,436 Utility expenses 5,683 5,762 13,250 13,913 Other operating expenses 31,237 27,151 62,442 54,478 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 General and administrative 4,816 5,290 9,874 10,934 Total expenses 104,051 235,053 205,948 342,458 Gain (loss) on sale of real estate 159 ( 64 ) ( 4,578 ) ( 2,448 ) Interest and other income 788 226 1,950 1,583 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 11,364 , $ 3,634 , $ 23,283 and $ 7,078 respectively) ( 52,507 ) ( 38,349 ) ( 105,885 ) ( 73,825 ) 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) 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 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents OFFICE PROPERTIES INCOME TRUST CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (dollars in thousands) (unaudited) Number of Shares Common Shares Additional Paid In Capital Cumulative Net Loss Cumulative Common Distributions Total Shareholders’ Equity 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 Net loss — — — ( 45,867 ) — ( 45,867 ) Distributions to common shareholders — — — — ( 698 ) ( 698 ) 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 Number of Shares Common Shares Additional Paid In Capital Cumulative Net Income Cumulative Common Distributions Total Shareholders’ Equity Balance at December 31, 2023 48,755,415 $ 488 $ 2,621,493 $ 100,174 $ ( 1,466,476 ) $ 1,255,679 Common share grants — — 362 — — 362 Common share repurchases ( 869 ) — ( 6 ) — — ( 6 ) Net loss — — — ( 5,184 ) — ( 5,184 ) Distributions to common shareholders — — — — ( 487 ) ( 487 ) 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. 5 Table of Contents OFFICE PROPERTIES INCOME TRUST CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited) Six Months Ended June 30, 2025 2024 CASH FLOWS FROM 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 Net amortization of debt premiums, discounts and issuance costs 23,283 7,078 Amortization of acquired real estate leases and assumed real estate lease obligations, net 22,010 34,447 Amortization of deferred leasing costs 6,824 6,486 Loss on sale of real estate 4,578 2,448 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 ) Other non-cash expenses, net 156 306 Equity in net losses of investees 380 410 Change in assets and liabilities: Rents receivable ( 2,503 ) 3,653 Due from related persons ( 3,170 ) — Deferred leasing costs ( 11,405 ) ( 5,577 ) Other assets 505 4,295 Accounts payable and other liabilities 3,982 ( 10,523 ) Due to related persons ( 1,065 ) ( 1,034 ) Net cash provided by operating activities 3,811 58,499 CASH FLOWS FROM INVESTING ACTIVITIES: Real estate improvements ( 21,739 ) ( 57,004 ) Proceeds from sale of property, net 26,245 35,722 Net cash provided by (used in) investing activities 4,506 ( 21,282 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of senior unsecured notes ( 171,600 ) ( 350,242 ) Proceeds from issuance of senior secured notes — 280,500 Repayment of senior secured notes ( 18,469 ) — Borrowings on revolving credit facility — 250,000 Repayments on revolving credit facility — ( 277,000 ) Borrowings on secured term loan — 100,000 Payment of debt issuance costs ( 1,153 ) ( 31,806 ) Proceeds from issuance of common shares 1,106 — Repurchases of common shares ( 5 ) ( 21 ) Distributions to common shareholders ( 1,407 ) ( 975 ) Net cash used in financing activities ( 191,528 ) ( 29,544 ) (Decrease) increase in cash, cash equivalents and restricted cash ( 183,211 ) 7,673 Cash, cash equivalents and restricted cash at beginning of period 275,165 26,714 Cash, cash equivalents and restricted cash at end of period $ 91,954 $ 34,387 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Table of Contents OFFICE PROPERTIES INCOME TRUST CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (dollars in thousands) (unaudited) Six Months Ended June 30, 2025 2024 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 85,736 $ 65,353 Income taxes paid $ 139 $ 319 NON-CASH INVESTING ACTIVITIES: Real estate improvements accrued, not paid $ 14,772 $ 32,438 Capitalized interest $ — $ 969 NON-CASH FINANCING ACTIVITIES: 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 June 30, 2025 2024 Cash and cash equivalents $ 78,176 $ 13,498 Restricted cash (1) 13,778 20,889 Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows $ 91,954 $ 34,387 (1) Restricted cash consists of cash held for operations and amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our debt agreements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) (unaudited) Note 1. Basis of Presentation The accompanying condensed consolidated financial statements of Office Properties Income Trust and its subsidiaries, or OPI, we, us or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2024, or our 2024 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include purchase price allocations, useful lives of fixed assets and assessment of impairment of real estate and the related intangibles. 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, 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 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. 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. Note 2. Recent Accounting Pronouncements 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): Disaggregation of Income Statements Expenses , which requires public entities to provide disaggregated disclosure of certain income statement expense captions within the footnotes to the financial statements. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods after December 15, 2027, with early adoption permitted. We are currently evaluating the impact ASU 2024-03 will have on our consolidated financial statements. 8 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) Note 3. Per Common Share Amounts We calculate basic earnings per common share using the two class method. We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per common share. The calculation of basic and diluted earnings per common share is as follows (amounts in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Numerators: Net (loss) income $ ( 41,186 ) $ 76,171 $ ( 87,053 ) $ 70,987 Income attributable to unvested participating securities ( 6 ) ( 431 ) ( 12 ) ( 411 ) 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) income per common share - basic and diluted $ ( 0.58 ) $ 1.56 $ ( 1.24 ) $ 1.45 Note 4. Real Estate Properties 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. We generally lease space at our properties on a gross lease, modified gross lease or net lease basis pursuant to fixed term contracts expiring between 2025 and 2044. 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 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. 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. The future net undiscounted cash flows are subjective and are based in part on assumptions regarding hold periods, market rents and terminal capitalization rates. We determine the amount of any impairment loss by comparing the historical carrying value to estimated fair value. We estimate fair value through an evaluation of recent financial performance and projected discounted cash flows using standard industry valuation techniques. In addition to consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining useful lives of our long lived assets. If we change our estimate of the remaining useful lives, we allocate the carrying value of the affected assets over their revised remaining useful lives. 9 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) Disposition Activities 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. As a result, the results of operations of these properties are included in continuing operations through the date of sale in our condensed consolidated statements of comprehensive income (loss). Date of Sale Number of Properties Location Rentable Square Feet Gross Sales Price (1) Gain (Loss) on Sale of Real Estate February 2025 1 Parsippany, NJ 100,000 $ 5,750 $ ( 4,620 ) February 2025 2 Santa Clara, CA 149,000 21,150 42 3 249,000 $ 26,900 $ ( 4,578 ) (1) Gross sales price is the contract price, excluding closing costs. 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) October 2024 2 Tempe, AZ 101,000 $ 10,738 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. (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; accordingly, we cannot be sure that we will complete these sales or that these sales will not be delayed or the pricing will not change. See Note 8 for more information regarding our properties held for sale. Unconsolidated Joint Venture 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 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 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 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 June 30, 2025 (2) Principal Balance at December 31, 2024 (2) Prosperity Metro Plaza 4.09 % 12/1/2029 $ 49,557 $ 50,000 (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 interest in the joint venture we did not own. None of the debt is recourse to us. 10 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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). Note 5. Leases 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 the lease term. Allowances for bad debts are recognized as a direct reduction of rental income. In certain circumstances, some leases provide the tenant with the right to terminate if the legislature or other funding authority does not appropriate the funding necessary for the tenant to meet its lease obligations; we have determined the fixed non-cancelable lease term of these leases to be the full term of the lease because we believe the occurrence of early terminations to be a remote contingency based on both our historical experience and our assessments of the likelihood of lease cancellation on a separate lease basis. 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 $ 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. Note 6. Concentration Tenant and Credit Concentration 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. The U.S. 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 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. Note 7. Indebtedness Our principal debt obligations as of June 30, 2025 were: (1) $ 325,000 of outstanding borrowings under our $ 325,000 secured revolving credit facility; (2) $ 100,000 outstanding principal amount under our secured term loan; (3) $ 1,827,598 aggregate outstanding principal amount of senior notes and (4) $ 177,320 aggregate outstanding principal amount of mortgage notes. 11 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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 real estate assets of $ 1,032,837 as of June 30, 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. 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 $ 0.01 per common share per quarter and enter into share repurchases. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the 19 collateral properties, our satisfying certain financial covenants and other credit facility conditions. Interest payable on borrowings under our credit agreement is at a rate of the secured overnight financing rate, or SOFR, plus a margin of 350 basis points. We are also required to pay an unused facility fee on the amount of total lending commitments of 25 to 35 basis points per annum based on amounts outstanding. 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 $ 0.01 per common share per quarter. 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 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. 12 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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 Existing 2.650 % 2026 Notes $ 6,559 $ 5,836 Existing 2.400 % 2027 Notes 2,478 1,882 Existing 3.450 % 2031 Notes 11,953 6,721 Total $ 20,990 $ 14,439 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 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. Note 8. Fair Value of Assets and Liabilities 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. 13 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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) Fair Value Carrying Value (1) Fair Value Senior unsecured notes, 4.500 % interest rate, due in 2025 (2) $ — $ — $ 171,607 $ 169,302 Senior unsecured notes, 2.650 % interest rate, due in 2026 133,353 62,276 139,578 106,078 Senior unsecured notes, 2.400 % interest rate, due in 2027 78,074 32,791 80,486 49,475 Senior secured notes, 3.250 % interest rate, due in 2027 366,712 341,427 363,432 383,806 Senior secured notes, 9.000 % interest rate, due in March 2029 278,499 292,254 275,632 293,100 Senior secured notes, 9.000 % interest rate, due in September 2029 634,128 440,065 637,052 529,436 Senior priority guaranteed unsecured notes, 8.000 % interest rate, due in 2030 (3) 18,439 9,643 — — Senior unsecured notes, 3.450 % interest rate, due in 2031 101,695 24,138 113,511 49,688 Senior unsecured notes, 6.375 % interest rate, due in 2050 157,192 39,852 157,096 80,676 Mortgage notes payable 173,377 181,802 172,912 177,295 Total $ 1,941,469 $ 1,424,248 $ 2,111,306 $ 1,838,856 (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. (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, 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. Note 9. 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. 14 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) Distributions 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 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 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 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. Note 10. Business and Property Management Agreements with RMR We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to our property level operations. We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function and as otherwise agreed. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR. 15 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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 Pursuant to business management agreement: Business management fees (1) General and administrative expenses $ 3,036 $ 3,309 $ 6,151 $ 6,867 Pursuant to property management agreement: Property management fees (2) Other operating expenses $ 2,822 $ 3,339 $ 5,696 $ 7,157 Construction supervision fees Buildings and improvements (3) 342 1,074 649 1,806 $ 3,164 $ 4,413 $ 6,345 $ 8,963 Expense reimbursement: 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 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. 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 . RMR provides management services to our unconsolidated joint venture. We are not obligated to pay management fees to RMR under our management agreement with RMR for the services it provides regarding the joint venture. The joint venture pays management fees directly to RMR. Note 11. Related Person Transactions We have relationships and historical and continuing transactions with RMR, RMR Inc. and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director, the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Jennifer Clark, our other Managing Trustee, is a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR and an officer of ABP Trust. Each of our officers is also an officer and employee of RMR. Some 16 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the boards and as a managing trustee of these public companies. Other officers of RMR, including Ms. Clark, serve as managing trustees or officers of certain of these companies. Our Manager, RMR. We have two agreements with RMR to provide management services to us. RMR also provides management services to our unconsolidated joint venture. See Note 10 for more information regarding our and our unconsolidated joint venture’s management agreement with RMR. Leases with RMR. We lease office space to RMR in certain of our properties for RMR’s property management offices. Pursuant to our lease agreements with RMR, we recognized rental income from RMR for leased office space of $ 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. Sonesta. Prior to January 1, 2025, we leased 240,000 rentable square feet of a mixed-use property in Washington, D.C. pursuant to a lease with a subsidiary of Sonesta 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 $ 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 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. 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 $ 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 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 $ 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. 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 $ 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 17 Table of Contents OFFICE PROPERTIES INCOME TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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 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 . Mr. Portnoy is a director and controlling shareholder of Sonesta, and Ms. Clark is a director of Sonesta. Another officer and employee of RMR is a director and president and chief executive officer of Sonesta. For more information about these and other such relationships and certain other related person transactions, refer to our 2024 Annual Report. Note 12. 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. 18 Table of Contents