What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-22 compared with 2026-05-22 · 257 added, 122 removed, 317 unchanged (54% of the section changed)

3 unchanged sentences

We are a REIT organized under Maryland law.

As of March 31, 2026, our wholly owned properties were comprised of 122 properties and we had a noncontrolling ownership interest of 51% in an unconsolidated joint venture that owned two properties containing approximately 346,000 rentable square feet.

As of March 31, 2026, our properties are located in 29 states and the District of Columbia and contain approximately 17,113,000 rentable square feet.

As of March 31, 2026, our properties were leased to 209 different tenants with a weighted average remaining lease term (based on annualized rental income) of approximately 6.4 years.

government is our largest tenant, representing approximately 17.5% of our annualized rental income as of March 31, 2026.

The term annualized rental income as used herein is defined as the annualized contractual base rents from our tenants pursuant to our lease agreements as of March 31, 2026, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization.

Leases representing approximately $22,248, or 5.7%, of our annualized rental income, are scheduled to expire on or before March 31, 2027 and we may be unable to renew leases or find replacement tenants.

As of September 30, 2025, our wholly owned properties were comprised of 124 properties and we had a noncontrolling ownership interest of 51% in an unconsolidated joint venture that owned two properties containing approximately 346,000 rentable square feet.

As of September 30, 2025, our properties are located in 29 states and the District of Columbia and contain approximately 17,214,000 rentable square feet.

As of September 30, 2025, our properties were leased to 218 different tenants with a weighted average remaining lease term (based on annualized rental income) of approximately 6.7 years.

government is our largest tenant, representing approximately 17.0% of our annualized rental income as of September 30, 2025.

The term annualized rental income as used herein is defined as the annualized contractual base rents from our tenants pursuant to our lease agreements as of September 30, 2025, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization.

Leases representing approximately $15,278 or 3.9%, of our annualized rental income are scheduled to expire on or before September 30, 2026 and we may be unable to renew leases or find replacement tenants.

Certain 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, continue to impact the office sector and our portfolio.

24 unchanged sentences

As a result, we have concluded that management’s plans at this stage do not alleviate substantial doubt about our ability to continue as a going concern.

For more information about the risks relating to these dynamics and conditions and their impacts on us and our business, see Part I, Item IA, “Risk Factors”, of our 2025 Annual Report.

For more information about the risks relating to these dynamics and conditions and their impacts on us and our business, see Part I, Item IA, “Risk Factors”, of this Quarterly Report on Form 10-Q and in our 2024 Annual Report.

Nasdaq Delisting

2 unchanged sentences

Property Operations

Unless otherwise noted, the data presented in this section excludes two properties owned by an unconsolidated joint venture in which we owned a 51% interest and the hotel component of a mixed-use property in Washington, D.C.

For more information regarding our unconsolidated joint venture and our mixed-use property in Washington, D.C., see Notes 4 and 11 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Occupancy data for our properties as of March 31, 2026 and 2025 was as follows (square feet in thousands):

Unless otherwise noted, the data presented in this section includes properties classified as held for sale as of September 30, 2025 and excludes two properties owned by an unconsolidated joint venture in which we owned a 51% interest and the hotel component of a mixed-use property in Washington, D.C.

For more information regarding our properties classified as held for sale, our unconsolidated joint venture and our mixed-use property in Washington, D.C., see Notes 4 and 11 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Occupancy data for our properties as of September 30, 2025 and 2024 was as follows (square feet in thousands):

All Properties (1)

Comparable Properties (2)

September 30,

2025 2024 2025 2024

4 unchanged sentences

78.3 % 82.8 % 81.9 % 91.3 %

(1) Based on properties we owned on March 31, 2026 and 2025, respectively.

(1) Based on properties we owned on September 30, 2025 and 2024, respectively.

(2) Based on properties we owned continuously since January 1, 2024;

excludes five properties affected by significant redevelopment activities and two properties owned by an unconsolidated joint venture in which we owned a 51% interest.

excludes two properties classified as held for sale, five properties affected by significant redevelopment activities and two properties owned by an unconsolidated joint venture in which we owned a 51% interest.

(3) Subject to changes when space is remeasured or reconfigured for tenants.

(4) Percent leased includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any, as of the measurement date.

The average effective rental rate per square foot for our properties for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

The average effective rental rate per square foot for our properties for the three and nine months ended September 30, 2025 and 2024 were as follows:

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

2025 2024 2025 2024

Average effective rental rate per square foot (1) :

4 unchanged sentences

(1) Average effective rental rate per square foot represents annualized total rental income during the period specified divided by the average rentable square feet leased during the period specified.

(2) Based on properties we owned on March 31, 2026 and 2025, respectively.

(3) Based on properties we owned continuously since January 1, 2025;

excludes five properties affected by significant redevelopment activities and two properties owned by an unconsolidated joint venture in which we owned a 51% interest as of March 31, 2026.

During the three months ended March 31, 2026, changes in rentable square feet leased and available for lease at our properties were as follows (square feet in thousands):

Three Months Ended March 31, 2026

Leased Available for Lease Total

(2) Based on properties we owned on September 30, 2025 and 2024, respectively.

(3) Based on properties we owned continuously since July 1, 2024 and January 1, 2024, respectively;

During the three and nine months ended September 30, 2025, changes in rentable square feet leased and available for lease at our properties were as follows (square feet in thousands):

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

Leased Available for Lease Total Leased Available for Lease Total

Beginning of period 14,019 3,251 17,270 15,092 2,671 17,763

Changes resulting from:

Disposition of properties — (56) (56) (100) (205) (305)

Lease expirations (673) 673 — (2,041) 2,041 —

Lease renewals (1)

131 (131) — 582 (582) —

New leases (1)

51 (51) — 239 (239) —

Lease conversion to managed hotel — — — (240) — (240)

Remeasurements (47) 47 — (51) 47 (4)

End of period 13,481 3,733 17,214 13,481 3,733 17,214

(1) Based on leases entered during the three months ended March 31, 2026.

During the three months ended March 31, 2026, we entered into new and renewal leases as summarized in the following table (square feet in thousands):

Three Months Ended March 31, 2026

(1) Based on leases entered during the three and nine months ended September 30, 2025.

During the three and nine months ended September 30, 2025, we entered into new and renewal leases as summarized in the following table (square feet in thousands):

Three Months Ended September 30, 2025

New Leases Renewals Total

8 unchanged sentences

$ 5.10 $ 2.33 $ 3.16

Nine Months Ended September 30, 2025

New Leases Renewals Total

Rentable square feet leased 239 582 821

Weighted average rental rate change (by rentable square feet) (2.4 %) 4.9 % 2.4 %

Tenant leasing costs and concession commitments (1)

$ 11,055 $ 10,051 $ 21,106

Tenant leasing costs and concession commitments per rentable square foot (1)

$ 46.34 $ 17.26 $ 25.71

Weighted (by square feet) average lease term (years) 5.9 6.8 6.5

Total leasing costs and concession commitments per rentable square foot per year (1)

$ 7.88 $ 2.55 $ 3.95

(1) Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent.

During the three months ended March 31, 2026, changes in effective rental rates per square foot achieved for new leases and lease renewals at our properties that commenced during the three months ended March 31, 2026, when compared to prior effective rental rates per square foot in effect for the same space (and excluding space acquired vacant), were as follows (square feet in thousands):

Three Months Ended March 31, 2026

During the three and nine months ended September 30, 2025, changes in effective rental rates per square foot achieved for new leases and lease renewals at our properties that commenced during the three and nine months ended September 30, 2025, when compared to prior effective rental rates per square foot in effect for the same space (and excluding space acquired vacant), were as follows (square feet in thousands):

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

Old Effective Rent Per Square Foot (1)

New Effective Rent Per Square Foot (1)

Rentable Square Feet Old Effective Rent Per Square Foot (1)

New Effective Rent Per Square Foot (1)

Rentable Square Feet

3 unchanged sentences

(1) Effective rental rates include contractual base rents from our tenants pursuant to our lease agreements, plus straight line rent adjustments and estimated expense reimbursements to be paid to us, and exclude lease value amortization.

During the three months ended March 31, 2026 and 2025, amounts capitalized at our properties for lease related costs, building improvements and development, redevelopment and other activities were as follows:

Three Months Ended March 31,

During the three and nine months ended September 30, 2025 and 2024, amounts capitalized at our properties for lease related costs, building improvements and development, redevelopment and other activities were as follows:

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

2025 2024 2025 2024

Lease related costs (1)

1 unchanged sentence

Building improvements (2)

3,922 5,225 11,260 13,784

Recurring capital expenditures 8,179 34,373 35,074 85,665

Development, redevelopment and other activities (3)

598 864 1,246 11,637

Total capital expenditures $ 8,777 $ 35,237 $ 36,320 $ 97,302

2 unchanged sentences

(3) Development, redevelopment and other activities generally include capital expenditure projects that reposition a property or result in new sources of revenue.

As of March 31, 2026, we had estimated unspent leasing related obligations of $54,390, of which we expect to spend $35,186 over the next 12 months.

As of March 31, 2026, we had leases at our properties totaling approximately 801,000 rentable square feet that were scheduled to expire on or before March 31, 2027.

As of May 18, 2026, we expect tenants with leases totaling approximately 196,000 rentable square feet that are scheduled to expire on or before March 31, 2027, excluding space that has been re-leased and space for which we are in advanced negotiations to re-lease, not to renew or to downsize their leased space upon expiration, and we cannot be sure as to whether other tenants will renew their leases upon expiration.

Includes capitalized interest and other operating costs of $1,172 for the nine months ended September 30, 2024.

We did not capitalize any interest or other operating costs during the three months ended September 30, 2024 or the three and nine months ended September 30, 2025.

As of September 30, 2025, we had estimated unspent leasing related obligations of $67,223, of which we expect to spend $41,780 over the next 12 months.

As of September 30, 2025, we had leases at our properties totaling approximately 654,000 rentable square feet that were scheduled to expire on or before September 30, 2026.

As of May 18, 2026, we expect tenants with leases totaling approximately 253,000 rentable square feet that are scheduled to expire on or before September 30, 2026 , excluding space that has been re-leased and space for which we are in advanced negotiations to re-lease, not to renew or to downsize their leased space upon expiration, and we cannot be sure as to whether other tenants will renew their leases upon expiration.

We continue to proactively engage with our existing tenants and are focused on overall tenant retention.

5 unchanged sentences

Additionally, we may incur significant costs and make significant concessions to renew leases with current tenants or attract new tenants to our properties.

As of March 31, 2026, our lease expirations by year were as follows (square feet in thousands):

As of September 30, 2025, our lease expirations by year were as follows (square feet in thousands):

Number of Leases Expiring Leased

16 unchanged sentences

Some of our leases allow the tenants to vacate the leased premises before the stated expirations of their leases with little or no liability.

As of March 31, 2026, tenants occupying approximately 2.2% of our rentable square feet and responsible for approximately 2.8% of our annualized rental income as of March 31, 2026 had exercisable rights to terminate their leases before the stated terms of their leases expire.

Also, in 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2034, 2035, 2036 and 2037, early termination rights become exercisable by other tenants who occupied an additional approximately 0.5%, 1.5%, 5.3%, 3.2%, 2.4%, 0.7%, 4.3%, 0.3%, 1.1%, 0.2% and 0.2%, of our rentable square feet, respectively, and contributed an additional approximately 0.9%, 2.2%, 6.4%, 3.1%, 3.0%, 0.8%, 5.6%, 0.9%, 1.6%, 0.4% and 0.3% of our annualized rental income, respectively, as of March 31, 2026.

In addition, as of March 31, 2026, pursuant to leases with six of our tenants, these tenants had rights to terminate their leases if their respective legislature or other funding authority does not appropriate rent amounts in their respective annual budgets.

These six tenants occupied approximately 4.5% of our rentable square feet and contributed approximately 4.9% of our annualized rental income as of March 31, 2026.

(2) Leased square feet is pursuant to leases existing as of March 31, 2026, and includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any.

As of September 30, 2025, tenants occupying approximately 1.6% of our rentable square feet and responsible for approximately 2.1% of our annualized rental income as of September 30, 2025 had exercisable rights to terminate their leases before the stated terms of their leases expire.

Also, in 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2034, 2035, 2036, 2037 and 2040 early termination rights become exercisable by other tenants who occupied an additional approximately 1.6%, 1.8%, 5.2%, 3.2%, 2.4%, 0.7%, 4.2%, 0.3%, 1.0%, 0.2%, 0.2% and 0.4% of our rentable square feet, respectively, and contributed an additional approximately 2.7%, 2.6%, 6.2%, 3.0%, 2.9%, 0.8%, 5.7%, 0.9%, 1.4%, 0.4%, 0.3% and 0.5% of our annualized rental income, respectively, as of September 30, 2025.

In addition, as of September 30, 2025, pursuant to leases with six of our tenants, these tenants had rights to terminate their leases if their respective legislature or other funding authority does not appropriate rent amounts in their respective annual budgets.

These six tenants occupied approximately 4.4% of our rentable square feet and contributed approximately 4.9% of our annualized rental income as of September 30, 2025.

(2) Leased square feet is pursuant to leases existing as of September 30, 2025, and includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any.

Square feet measurements are subject to changes when space is remeasured or reconfigured for new tenants.

2 unchanged sentences

If we are unable to extend or renew our leases, or we renew leases for reduced space, it may be time consuming and expensive to relet our properties.

As of March 31, 2026, we derived 23.2% of our annualized rental income from our properties located in the metropolitan Washington, D.C.

As of September 30, 2025, we derived 22.8% of our annualized rental income from our properties located in the metropolitan Washington, D.C.

market area, which includes Washington, D.C., Northern Virginia and suburban Maryland.

10 unchanged sentences

and/or (c) tenants with investment grade rated parent entities that do not guarantee the tenant’s lease obligations.

As of March 31, 2026, tenants contributing 59.6% of annualized rental income were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 0.5% of annualized rental income were subsidiaries of an investment grade rated parent (although these parent entities were not liable for the payment of rents).

As of March 31, 2026, tenants representing 1% or more of our total annualized rental income were as follows (square feet in thousands):

As of September 30, 2025, tenants contributing 52.1% of annualized rental income were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 8.0% of annualized rental income were subsidiaries of an investment grade rated parent (although these parent entities were not liable for the payment of rents).

As of September 30, 2025, tenants representing 1% or more of our total annualized rental income were as follows (square feet in thousands):

Tenant Credit Rating Sq.

13 unchanged sentences

Not Rated 84 0.6 % 7,497 1.9 %

10 Genesys Cloud Services Holdings I, LLC Non Investment Grade 275 2.1 % 6,297 1.6 %

10 Automatic Data Processing, Inc.

3 unchanged sentences

Investment Grade 250 1.9 % 6,043 1.6 %

13 Genesys Cloud Services Holdings I, LLC Non Investment Grade 275 2.0 % 5,950 1.5 %

14 Leidos Holdings Inc.

Investment Grade 159 1.2 % 5,939 1.5 %

Investment Grade 425 3.2 % 5,751 1.5 %

15 Primerica, Inc.

1 unchanged sentence

16 Science Applications International Corp Non Investment Grade 159 1.2 % 5,151 1.3 %

Investment Grade 425 3.2 % 5,041 1.3 %

18 Rocky Mountain University of Health Professions, Inc.

11 unchanged sentences

RESULTS OF OPERATIONS (amounts in thousands, except per share amounts)

Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025

Three Months Ended September 30, 2025, Compared to Three Months Ended September 30, 2024

Comparable Properties (1) Results

Three Months Ended March 31,

Three Months Ended September 30,

Non-Comparable

Properties Results

Three Months Ended March 31,

Three Months Ended September 30,

Consolidated Results

Three Months Ended March 31,

Three Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 2025 2024 $ Change % Change

9 unchanged sentences

Depreciation and amortization 42,834 46,047 (3,213) (7.0 %)

Transaction related costs — 876 (876) (100.0 %)

Loss on impairment of real estate — 41,847 (41,847) (100.0 %)

Transaction related costs 22,904 738 22,166 n/m

General and administrative 4,964 4,927 37 0.8 %

Total other expenses 70,702 93,559 (22,857) (24.4 %)

Loss on sale of real estate — (4,737) 4,737 (100.0 %)

Interest and other income 431 1,162 (731) (62.9 %)

Gain on sale of real estate 6 8,456 (8,450) (99.9 %)

Interest and other income 802 196 606 n/m

Interest expense (53,259) (42,580) (10,679) 25.1 %

Net loss on early extinguishment of debt — (243) 243 (100.0 %)

Reorganization items, net (59,532) — (59,532) n/m

Loss before income tax benefit (expense) and equity in net earnings (losses) of investees (93,277) (45,478) (47,799) 105.1 %

Net (loss) gain on early extinguishment of debt (354) 264 (618) n/m

Loss before income tax benefit (expense) and equity in net losses of investees (66,485) (58,018) (8,467) 14.6 %

Income tax benefit (expense) 261 (230) 491 n/m

Equity in net earnings (losses) of investees 110 (252) 362 (143.7 %)

Net loss $ (93,021) $ (45,867) $ (47,154) 102.8 %

Equity in net losses of investees (115) (166) 51 (30.7 %)

Net (loss) income $ (66,339) $ (58,414) $ (7,925) 13.6 %

Weighted average common shares outstanding (basic and diluted) 73,480 51,197 22,283 43.5 %

2 unchanged sentences

n/m - not meaningful

(1) Comparable properties consists of 117 properties we owned on March 31, 2026 and which we owned continuously since January 1, 2025 and excludes five properties affected by significant redevelopment activities and two properties owned by an unconsolidated joint venture in which we own a 51% interest.

(2) Our definition of net operating income, or NOI, and our reconciliation of Net loss to NOI are included below under the heading “Non-GAAP Financial Measures.”

References to changes in the income and expense categories below relate to the comparison of consolidated results for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

(1) Comparable properties consists of 117 properties we owned on September 30, 2025 and which we owned continuously since July 1, 2024 and excludes two properties classified as held for sale, five properties affected by significant redevelopment activities and two properties owned by an unconsolidated joint venture in which we own a 51% interest.

(2) Our definition of net operating income, or NOI, and our reconciliation of Net (loss) income to NOI are included below under the heading “Non-GAAP Financial Measures.”

References to changes in the income and expense categories below relate to the comparison of consolidated results for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Rental income.

Rental income decreased $4,157 for comparable properties as a result of increased vacancies and lower rents from lease renewals at certain of our properties in the 2026 period and $590 related to our property disposition activities.

Rental income for non-comparable properties decreased $8,890 related to our property disposition activities, partially offset by an increase in rental income at properties affected by significant redevelopment activities of $3,028 primarily related to the conversion of a lease at a mixed-use property to a hotel management agreement and our recognition of the operating revenues of the hotel.

Rental income for comparable properties decreased $5,631 as a result of increased vacancies and lower rents from lease renewals at certain of our properties in the 2025 period.

Rental income includes non-cash straight line rent adjustments totaling $4,750 in the 2025 period and $8,854 in the 2024 period, and amortization of acquired real estate leases and assumed real estate lease obligations totaling $140 in the 2025 period and $(59) in the 2024 period.

Real estate taxes.

Real estate taxes decreased $249 related to our property disposition activities, $74 for comparable properties and $41 for properties affected by significant redevelopment activities.

Real estate taxes decreased $2,017 related to our property disposition activities, $842 for comparable properties primarily due to successful tax appeals at certain of our properties in the 2025 period and $420 for properties affected by significant redevelopment activities.

Utility expenses.

Utility expenses increased $1,731 for comparable properties due to higher electricity usage and rates in the 2026 period, partially offset by decreases of $144 for properties affected by significant redevelopment activities and $75 related to our property disposition activities.

Utility expenses decreased $903 related to our property disposition activities and $84 for properties affected by significant redevelopment activities, partially offset by an increase in comparable properties of $836 primarily due to higher electricity costs.

Other operating expenses.

Other operating expenses decreased $730 for comparable properties due to lower repairs and maintenance costs in the 2026 period and $298 related to our property disposition activities, partially offset by an increase of $105 related to properties affected by significant redevelopment activities.

Other operating expenses for non-comparable properties increased $5,906 primarily related to the conversion of a lease at a mixed-use property to a hotel management agreement and our recognition of operating expenses of the hotel, partially offset by a decrease of $2,532 related to our property disposition activities.

Other operating expenses for comparable properties increased $746 due to higher repairs and maintenance costs, partially offset by lower insurance costs and property management fee expenses in the 2025 period.

Depreciation and amortization.

Depreciation and amortization increased $424 for comparable properties and $110 for properties affected by significant redevelopment activities related to improvements made at certain of our properties since January 1, 2025, partially offset by a decrease of $184 related to our property disposition activities.

Depreciation and amortization for non-comparable properties decreased $1,973 related to our property disposition activities, partially offset by an increase of $664 due to the substantial completion of redevelopment activities at certain properties in the 2024 period.

Depreciation and amortization for comparable properties declined $1,904 due to certain leasing related assets becoming fully depreciated since July 1, 2024, partially offset by depreciation and amortization of improvements made to certain of our properties since July 1, 2024.

Loss on impairment of real estate.

We recorded a $41,847 loss on impairment of real estate in the 2024 period to reduce the carrying value of 10 properties to their estimated fair values less costs to sell.

Transaction related costs.

Transaction related costs in the 2025 period consist of advisory fees related to restructuring efforts prior to our bankruptcy proceedings.

Transaction related costs in the 2024 period consist of costs related to our evaluation of potential financing transactions.

General and administrative.

The decrease in general and administrative expenses is primarily the result of a decrease in base business management fees resulting from a decrease in average total market capitalization, lower public company costs during the pendency of the Chapter 11 Cases and a decrease in share-based compensation in the 2026 period compared to the 2025 period.

Loss on sale of real estate.

We recorded a $4,737 loss on sale of real estate resulting from the sale of one property in the 2025 period.

The increase in general and administrative expenses is primarily the result of higher legal and other professional costs in the 2025 period, partially offset by a decrease in share-based compensation in the 2025 period compared to the 2024 period.

Gain on sale of real estate.

We recorded a $6 net gain on sale of real estate related to disposition activities in the 2025 period.

We recorded a $8,456 gain on sale of real estate resulting from the sale of one property in the 2024 period.

Interest and other income.

The decrease in interest and other income is primarily due to lower cash balances invested and the effect of lower interest rates earned on cash balances invested in the 2026 period compared to the 2025 period.

The increase in interest and other income is primarily due to higher cash balances invested, partially offset by the effect of lower interest rates earned on cash balances invested in the 2025 period compared to the 2024 period.

Interest expense.

The decrease in interest expense is primarily due to our adoption of Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 852, Reorganizations, or ASC 852, as a result of the Chapter 11 Cases, pursuant to which we ceased recognition of interest expense on our senior unsecured notes and wrote-off unamortized discounts and issuance costs related to liabilities subject to compromise, or LSTC, as of the Petition Date, resulting in lower amortization expense in the 2026 period.

For more information regarding our adoption of ASC 852 and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Net loss on early extinguishment of debt .

We recorded a net loss on early extinguishment of debt of $243 in the 2025 period related to a senior note exchange and the write off of unamortized discounts and issuance costs related to the partial redemption of our senior secured notes due 2027.

Reorganization Items, net.

Reorganization items, net represent amounts incurred after the Petition Date as a direct result of the Chapter 11 Cases and are comprised of bankruptcy-related professional fees and adjustments to reflect the carrying value of LSTC at their estimated allowed claim amounts.

For more information regarding reorganization items, net and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The increase in interest expense is due to higher weighted average interest rates in the 2025 period as a result of our financing activities in 2024.

Net (loss) gain on early extinguishment of debt .

We recorded a net loss on early extinguishment of debt of $354 in the 2025 period related to the write off of unamortized discounts and issuance costs related to the partial redemption of our senior secured notes due 2027.

We recorded a gain on early extinguishment of debt of $263 in the 2024 period resulting from our exchange of $865,219 of existing unsecured notes for $567,429 of our 9.000% senior secured notes due 2029 in June 2024.

For more information regarding the Senior Note Exchange, see Note 7 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Income tax benefit (expense).

Income tax benefit (expense) is primarily the result of operating income earned in jurisdictions where we are subject to state income taxes and can fluctuate based on the timing of our income, including as a result of gains or losses on the sale of real estate or the repayment of debt.

Equity in net earnings (losses) of investees.

Equity in net earnings (losses) of investees represents our proportionate share of earnings (losses) from our investment in our unconsolidated joint venture.

Net loss and net loss per basic and diluted common share changed in the 2026 period compared to the 2025 period primarily as a result of the changes noted above.

Equity in net losses of investees.

Equity in net losses of investees represents our proportionate share of losses from our investment in our unconsolidated joint venture.

Net (loss) income.

Net (loss) income and net (loss) income per basic and diluted common share changed in the 2025 period compared to the 2024 period primarily as a result of the changes noted above.

Net loss per basic and diluted common share in the 2025 period also reflects the effect of the issuance of common shares related to our financing activities in 2025 and 2024.

Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024

Comparable Properties (1) Results

Nine Months Ended September 30,

Non-Comparable

Properties Results

Nine Months Ended September 30,

Consolidated Results

Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 2025 2024 $ Change % Change

Rental income $ 308,116 $ 318,878 $ (10,762) (3.4 %) $ 29,125 $ 64,863 $ 337,241 $ 383,741 $ (46,500) (12.1 %)

Operating expenses:

Real estate taxes 37,425 37,646 (221) (0.6 %) 1,792 9,717 39,217 47,363 (8,146) (17.2 %)

Utility expenses 20,072 18,207 1,865 10.2 % 896 3,575 20,968 21,782 (814) (3.7 %)

Other operating expenses 70,668 67,878 2,790 4.1 % 22,513 13,219 93,181 81,097 12,084 14.9 %

Total operating expenses 128,165 123,731 4,434 3.6 % 25,201 26,511 153,366 150,242 3,124 2.1 %

Net operating income (2)

$ 179,951 $ 195,147 $ (15,196) (7.8 %) $ 3,924 $ 38,352 183,875 233,499 (49,624) (21.3 %)

Other expenses:

Depreciation and amortization 130,405 146,779 (16,374) (11.2 %)

Loss on impairment of real estate 2,426 173,579 (171,153) (98.6 %)

Transaction related costs 27,720 971 26,749 n/m

General and administrative 14,838 15,861 (1,023) (6.4 %)

Total other expenses 175,389 337,190 (161,801) (48.0 %)

(Loss) gain on sale of real estate (4,572) 6,008 (10,580) (176.1 %)

Interest and other income 2,752 1,779 973 54.7 %

Interest expense (159,144) (116,405) (42,739) 36.7 %

Net (loss) gain on early extinguishment of debt (449) 225,637 (226,086) (100.2 %)

(Loss) income before income tax benefit (expense) and equity in net losses of investees (152,927) 13,328 (166,255) n/m

Income tax benefit (expense) 30 (179) 209 (116.8 %)

Equity in net losses of investees (495) (576) 81 (14.1 %)

Net (loss) income $ (153,392) $ 12,573 $ (165,965) n/m

Weighted average common shares outstanding (basic and diluted) 71,355 49,444 21,911 44.3 %

Per common share amounts (basic and diluted):

Net (loss) income $ (2.15) $ 0.25 $ (2.40) n/m

n/m - not meaningful

(1) Comparable properties consists of 117 properties we owned on September 30, 2025 and which we owned continuously since January 1, 2024 and excludes two properties classified as held for sale, five properties affected by significant redevelopment activities and two properties owned by an unconsolidated joint venture in which we own a 51% interest.

(2) Our definition of NOI and our reconciliation of net income (loss) to NOI are included below under the heading “Non-GAAP Financial Measures.”

References to changes in the income and expense categories below relate to the comparison of consolidated results for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

Rental income.

Rental income for non-comparable properties decreased $50,842 related to our property disposition activities, partially offset by an increase in rental income at properties affected by significant redevelopment activities of $15,104 related to the conversion of a lease at a mixed-use property to a hotel management agreement and our recognition of the operating revenues of the hotel.

Rental income for comparable properties decreased $10,762 as a result of increased vacancies and lower rents from lease renewals at certain of our properties in the 2025 period.

Rental income includes non-cash straight line rent adjustments totaling $18,242 in the 2025 period and $23,796 in the 2024 period, and amortization of acquired real estate leases and assumed real estate lease obligations totaling $422 in the 2025 period and $30 in the 2024 period.

Real estate taxes.

Real estate taxes decreased $6,627 related to our property disposition activities, $1,298 for properties affected by significant redevelopment activities and $221 for comparable properties primarily due to successful tax appeals at

certain of our properties in the 2025 period, partially offset by real estate taxes that were previously paid directly by one of our tenants that are now being paid by us pursuant to a lease renewal with that tenant.

Utility expenses.

Utility expenses decreased $2,504 related to our property disposition activities and $175 for properties affected by significant redevelopment activities, partially offset by an increase in comparable properties of $1,865 primarily due to higher electricity costs.

Other operating expenses.

Other operating expenses for non-comparable properties increased $18,944 related to the conversion of a lease at a mixed-use property to a hotel management agreement and our recognition of operating expenses of the hotel, partially offset by a decrease of $9,650 related to our property disposition activities.

Other operating expenses for comparable properties increased $2,790 due to higher snow removal and repairs and maintenance costs, partially offset by lower insurance costs and property management fee expenses in the 2025 period.

Depreciation and amortization.

Depreciation and amortization for non-comparable properties decreased $12,957 related to our property disposition activities, partially offset by an increase of $3,286 due to the substantial completion of redevelopment activities at certain properties in the 2024 period.

Depreciation and amortization for comparable properties declined $6,703 due to certain leasing related assets becoming fully depreciated since January 1, 2024, partially offset by depreciation and amortization of improvements made to certain of our properties since January 1, 2024.

Loss on impairment of real estate.

We recorded a $2,426 loss on impairment of real estate in the 2025 period to reduce the carrying value of one property to its estimated fair values less costs to sell.

We recorded a $173,579 loss on impairment of real estate in the 2024 period to reduce the carrying value of 16 properties to their estimated fair values less costs to sell.

Transaction related costs.

Transaction related costs in the 2025 period consist of advisory fees related to restructuring efforts prior to our bankruptcy proceedings.

Transaction related costs in the 2024 period consist of costs related to our evaluation of potential financing transactions.

General and administrative.

The decrease in general and administrative expenses is primarily the result of a decrease in base business management fees resulting from a decrease in average total market capitalization and a decrease in share-based compensation in the 2025 period compared to the 2024 period.

(Loss) gain on sale of real estate.

We recorded a $4,572 net loss on sale of real estate resulting from the sale of four properties in the 2025 period.

We recorded a $6,008 net gain on sale of real estate resulting from the sale of seven properties in the 2024 period.

Interest and other income.

Interest expense.

The increase in interest expense is due to higher weighted average interest rates in the 2025 period as a result of our financing activities in 2024.

Net (loss) gain on early extinguishment of debt.

We recorded a net loss on early extinguishment of debt of $449 in the 2025 period related to the write off of unamortized discounts and issuance costs related to the partial redemption of our senior secured notes due 2027, partially offset by the reduction of debt principal related to our Senior Note Exchange.

We recorded a net gain on early extinguishment of debt of $225,637 in the 2024 period resulting from our exchange of $865,219 of existing unsecured notes for $567,429 of our 9.000% senior secured notes due 2029 in June 2024.

For more information regarding the Senior Note Exchange, see Note 7 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Income tax benefit (expense).

Income tax (expense) benefit is primarily the result of operating income earned in jurisdictions where we are subject to state income taxes and can fluctuate based on the timing of our income, including as a result of gains or losses on the sale of real estate or repayment of debt.

Equity in net losses of investees.

Equity in net losses of investees represents our proportionate share of losses from our investments in two unconsolidated joint ventures.

Net (loss) income.

Net (loss) income and net (loss) income per basic and diluted common share changed in the 2025 period compared to the 2024 period primarily as a result of the changes noted above.

Net (loss) income per basic and diluted common share in the 2025 period also reflects the effect of the issuance of common shares related to our financing activities in 2025 and 2024.

Non-GAAP Financial Measures

We present certain “non-GAAP financial measures” within the meaning of the applicable SEC rules, including the calculations below of NOI, funds from operations, or FFO, and normalized funds from operations, or Normalized FFO.

These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity.

These measures should be considered in conjunction with net income (loss) as presented in our condensed consolidated statements of comprehensive income (loss).

We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss).

These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net (loss) income as indicators of our operating performance or as measures of our liquidity.

These measures should be considered in conjunction with net (loss) income as presented in our condensed consolidated statements of comprehensive income (loss).

We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net (loss) income.

We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of our properties.

Net Operating Income

The calculation of NOI excludes certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations.

The calculation of NOI excludes certain components of net (loss) income in order to provide results that are more closely related to our property level results of operations.

We calculate NOI as shown below.

3 unchanged sentences

Other real estate companies and REITs may calculate NOI differently than we do.

The following table presents the reconciliation of net loss to NOI for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Net loss $ (93,021) $ (45,867)

Equity in net earnings (losses) of investees (110) 252

The following table presents the reconciliation of net loss to NOI for the three and nine months ended September 30, 2025 and 2024:

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

2025 2024 2025 2024

Net (loss) income $ (66,339) $ (58,414) $ (153,392) $ 12,573

Equity in net losses of investees 115 166 495 576

Income tax (benefit) expense (261) 230 (30) 179

Loss before income tax (benefit) expense and equity in net earnings (losses) of investees (93,277) (45,478)

Reorganization items, net 59,532 —

Net loss on early extinguishment of debt — 243

(Loss) income before income tax (benefit) expense and equity in net losses of investees (66,485) (58,018) (152,927) 13,328

Net loss (gain) on early extinguishment of debt 354 (264) 449 (225,637)

Interest expense 53,259 42,580 159,144 116,405

Interest and other income (802) (196) (2,752) (1,779)

Loss on sale of real estate — 4,737

(Gain) loss on sale of real estate (6) (8,456) 4,572 (6,008)

General and administrative 4,964 4,927 14,838 15,861

Transaction related costs 22,904 738 27,720 971

Loss on impairment of real estate — 41,847 2,426 173,579

Depreciation and amortization 42,834 46,047 130,405 146,779

2 unchanged sentences

We calculate FFO and Normalized FFO as shown below.

FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and our proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, but excluding impairment charges on real estate assets and any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to us.

FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net (loss) income, calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and our proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, but excluding impairment charges on real estate assets and any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to us.

In calculating Normalized FFO, we adjust for the other items shown below and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year.

FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders.

Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations.

expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations.

Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do.

The following table presents the reconciliation of net income (loss) to FFO and Normalized FFO for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Net loss $ (93,021) $ (45,867)

The following table presents the reconciliation of net (loss) income to FFO and Normalized FFO for the three and nine months ended September 30, 2025 and 2024:

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

2025 2024 2025 2024

Net (loss) income $ (66,339) $ (58,414) $ (153,392) $ 12,573

Depreciation and amortization:

1 unchanged sentence

Unconsolidated joint venture properties 684 616 2,020 1,869

Loss on sale of real estate — 4,737

Loss on impairment of real estate — 41,847 2,426 173,579

(Gain) loss on sale of real estate (6) (8,456) 4,572 (6,008)

FFO (22,827) 21,640 (13,969) 328,792

Reorganization items, net

Default interest incurred related to Chapter 11 Cases 3,292 —

Transaction related costs

Net loss on early extinguishment of debt — 243

22,904 738 27,720 971

Net loss (gain) on early extinguishment of debt 354 (264) 449 (225,637)

Lease termination fees for sold property — — — (10,524)

Normalized FFO $ 431 $ 22,114 $ 14,200 $ 93,602

1 unchanged sentence

Per common share amounts (basic and diluted):

Net loss $ (1.26) $ (0.66)

Net (loss) income $ (0.90) $ (1.14) $ (2.15) $ 0.25

FFO $ (0.31) $ 0.42 $ (0.20) $ 6.65

15 unchanged sentences

The office industry 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 the duration and ultimate impact of current trends on our properties remains uncertain and subject to change.

Demand for office space continues to face headwinds, including in

markets where we have a concentration of properties, such as Washington, D.C., and the duration and ultimate impact of current trends on our properties remains uncertain and subject to change.

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

We expect to sell properties, or sell an interest in properties through joint venture arrangements, from time to time in order to manage leverage levels or improve our liquidity.

During the nine months ended September 30, 2025 , we sold four properties for an aggregate sales price of $29,050 , excluding closing costs.

In December 2025, we sold two properties containing approximately 101,000 rentable square feet for a sales price of $11,038, excluding closing costs.

As of May 18, 2026, we have entered into an agreement to sell one property containing approximately 275,000 rentable square feet for a sales price of $18,125, excluding closing costs.

6 unchanged sentences

The following is a summary of our sources and uses of cash flows for the periods presented, as reflected in our condensed consolidated statements of cash flows:

Three Months Ended March 31,

Nine Months Ended September 30,

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

Net cash provided by (used in):

Net cash (used in) provided by:

Operating activities (8,365) 41,442

2 unchanged sentences

Cash, cash equivalents and restricted cash at end of period $ 59,159 $ 36,269

The increase in cash used in operating activities in the 2026 period was primarily due to professional fees paid in connection with the Chapter 11 Cases and decreased NOI related to reductions in occupied space at certain of our properties in the 2026 period.

The change from cash provided by investing activities in the 2025 period to cash used in investing activities in the 2026 period was primarily due to lower proceeds from property sales and increased capital expenditures in the 2026 period.

The change from cash used in financing activities in the 2025 period to cash provided by financing activities in the 2026 period was primarily due to the repayment of our senior unsecured notes due 2025 in the 2025 period and borrowings under our DIP Facility in the 2026 period.

The change from cash provided by operating activities in the 2024 period to cash used in operating activities in the 2025 period was primarily due to higher interest expense and decreased NOI related to property dispositions and reductions in occupied space at certain of our properties in the 2025 period.

The decrease in cash used in investing activities in the 2025 period compared to the 2024 period was primarily due to decreased capital expenditures, partially offset by lower proceeds from property sales in the 2025 period.

The increase in cash used in financing activities in the 2025 period was primarily due to an increase in net debt repayments in the 2025 period.

Our Investment and Financing Liquidity and Resources (dollar amounts in thousands, except per share amounts)

11 unchanged sentences

Fees and expenses under the DIP Facility include:

(a) an upfront fee equal to (i) cash at 2.25% of the lenders’ commitments or (ii) common equity of the

reorganized OPI in an aggregate amount equal to 3.60% of the commitments, which fee was earned upon the initial funding of each loan under the DIP Facility and is payable in kind;

(a) an upfront fee equal to (i) cash at 2.25% of the lenders’ commitments or (ii) common equity of the reorganized OPI in an aggregate amount equal to 3.60% of the commitments, which fee was earned upon the initial funding of each loan under the DIP Facility and is payable in kind;

(b) an anchor capital commitment fee of 10.00% of the lenders’ commitments under the DIP Facility payable to certain backstop parties, which was earned upon the initial funding of the DIP Facility, and may be paid, at our election, in cash or common equity of the reorganized company;

1 unchanged sentence

In the event of a voluntary prepayment, we are required to pay, for the ratable account of each lender, in cash a prepayment premium equal to 1.0% multiplied by the sum of the principal amount of the borrowings that are being repaid at such time.

A commitment fee is also due for the ratable account of each Tranche B Term Loan lender, in an aggregate amount equal to 0.75% per annum times the actual daily amount of the aggregate undrawn Tranche B Term Loan commitments.

As of March 31, 2026 and May 18, 2026, the outstanding principal balance under our DIP Facility was $86,913 and $127,813, respectively, including fees payable in kind.

A commitment fee is also due for the ratable account of each Tranche B Term Loan lender, in an aggregate amount equal to 0.75% per annum times the actual daily amount of the

aggregate undrawn Tranche B Term Loan commitments.

As of May 18, 2026, the outstanding principal balance under our DIP Facility was $127,813, including fees payable in kind.

Historically, in order to meet cash needs to pay operating or capital expenses and make distributions, we have maintained a revolving credit facility under our credit agreement.

Our obligations under our credit agreement are secured by a pledge by certain of our subsidiaries of all of their respective equity interests in certain of our direct and indirect property owning subsidiaries and first mortgage liens on 19 properties owned by the pledged subsidiaries with a gross book value of real estate assets of $1,035,771 as of March 31, 2026.

The maturity date of our credit agreement is January 29, 2027.

5 unchanged sentences

Effective February 4, 2026, in accordance with an order entered by the Bankruptcy Court, the margin increased to 450 basis points pursuant to the default rate stipulated in our credit agreement.

We are also required to pay an unused facility fee on the amount of total lending commitments, which was 25 basis points per annum at March 31, 2026.

As of March 31, 2026, the annual interest rate payable on borrowings under our credit agreement was 11.3%.

As of March 31, 2026, and May 18, 2026, our $325,000 revolving credit facility was fully drawn and $100,000 was outstanding under our term loan.

We are also required to pay an unused facility fee on the amount of total lending commitments, which was 25 basis points per annum at September 30, 2025.

As of September 30, 2025, the annual interest rate payable on borrowings under our credit agreement was 7.7%.

As of September 30, 2025, and May 18, 2026, our $325,000 revolving credit facility was fully drawn and $100,000 was outstanding under our term loan.

Senior Notes Redemptions and Repayments

In January 2025, we redeemed, at par plus accrued interest, all $171,586 of our 4.50% senior unsecured notes due 2025 using the proceeds from the issuance of our senior secured notes due 2027 and cash on hand.

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.

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.

Our senior secured notes due 2027 require quarterly principal repayments of $6,500 and an additional $117,502 principal repayment in March 2026.

As of March 31, 2026, we have made $19,500 of scheduled quarterly principal repayments on these notes in 2025.

As of September 30, 2025, we have made $19,500 of scheduled quarterly principal repayments on these notes in 2025.

We ceased scheduled quarterly principal payments and did not make the additional March 2026 principal repayment following the commencement of the Chapter 11 Cases.

As of March 31, 2026, our debt maturities (other than our revolving credit facility), consisting of senior notes, our DIP Facility, a term loan and mortgage notes, were as follows:

Senior Note Exchange

In March 2025, in connection with the Senior Note Exchange, we exchanged $14,439 of the 2030 Notes for an aggregate $20,990 of our outstanding unsecured senior notes.

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

information regarding the Senior Note Exchange and the New 2030 Notes, see Note 6 to our Condensed Consolidated Financial Statements included in Part I, Item I of this Quarterly Report on Form 10-Q.

As of September 30, 2025, our debt maturities (other than our revolving credit facility), consisting of senior notes, a term loan and mortgage notes, were as follows:

Year Debt Maturities

2026 $ 220,842

2030 and thereafter 332,395

3 unchanged sentences

however, certain of our mortgage notes will require payments of principal and interest after a specified date through maturity.

In addition to our debt obligations, as of March 31, 2026, we had estimated unspent leasing related obligations of $54,390, of which we expect to spend $35,186 over the next 12 months.

In addition to our debt obligations, as of September 30, 2025, we had estimated unspent leasing related obligations of $67,223, of which we expect to spend $41,780 over the next 12 months.

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 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 nine months ended September 30, 2025, we sold an aggregate of 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.

As of May 18, 2026, our total available liquidity was comprised of $118,501, which included $56,253 of unrestricted cash and $62,248 of restricted cash.

1 unchanged sentence

Our ability to continue as a going concern is contingent upon, among other things, our ability to implement the Plan, emerge from the Chapter 11 proceedings and generate sufficient liquidity following the reorganization to meet our obligations, restructured debt obligations and operating needs.

We owned a 51% interest in an unconsolidated joint venture which owned two properties at March 31, 2026.

As of March 31, 2026, the properties owned by this joint venture were encumbered by $48,877 principal amount of mortgage indebtedness, none of which is recourse to us.

As of March 31, 2026, we did not control the activities that are most significant to this joint venture and, as a result, we accounted for our investment in this joint venture under the equity method of accounting.

During the nine months ended September 30, 2025, we paid quarterly distributions to our shareholders totaling $1,407 using cash on hand.

In July 2025, we suspended our regular quarterly distribution payable on our common shares to preserve our cash.

For more information regarding the distributions we paid and declared during 2025, see Note 8 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

We owned a 51% interest in an unconsolidated joint venture which owned two properties at September 30, 2025.

As of September 30, 2025, the properties owned by this joint venture were encumbered by $49,333 principal amount of mortgage indebtedness, none of which is recourse to us.

As of September 30, 2025, we did not control the activities that are most significant to this joint venture and, as a result, we accounted for our investment in this joint venture under the equity method of accounting.

The filing of the Chapter 11 Cases constituted an event of default under the mortgage note secured by the properties owned by this joint venture.

1 unchanged sentence

For more information on the financial condition and results of operations of this joint venture, see Note 4 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Other than this joint venture, as of March 31, 2026, we had no off balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Other than this joint venture, as of September 30, 2025, we had no off balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Debt Covenants

Our principal debt obligations as of March 31, 2026 consisted of (i) $325,000 of borrowings outstanding under our revolving credit facility, (ii) $100,000 outstanding principal amount under our secured term loan, (iii) an outstanding principal balance of $1,819,069 of senior notes, (iv) $86,913 outstanding under our DIP Facility and (v) mortgage notes with an outstanding principal balance of $177,320.

Also, the two properties owned by the joint venture in which we own a 51% interest secure an additional mortgage note.

Our principal debt obligations as of September 30, 2025 consisted of (i) $325,000 of borrowings outstanding under our revolving credit facility, (ii) $100,000 outstanding principal amount under our secured term loan, (iii) an outstanding principal balance of $1,819,069 of senior notes and (iv) mortgage notes with an outstanding principal balance of $177,320.

Also, the two properties owned by the joint venture in which we owned a 51% interest secured an additional mortgage note.

Our senior notes are governed by indentures and their supplements.

6 unchanged sentences

and others related to them.

For more information about these and other such relationships and related person transactions, see Notes 10 and 11 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2025 Annual Report and our other filings with the SEC.

For more information about these and other such relationships and related person transactions, see Notes 10 and 11 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2024 Annual Report, our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders and our other filings with the SEC.

In addition, see the section captioned “Risk Factors” in Part I, Item 1A of our 2024 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships.

9 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 2. Management’s Discussion and Analysis