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What changed 10-Q

Item 1A. Risk Factors

2026-05-22 compared with 2026-05-22 · 28 added, 84 removed, 0 unchanged (100% of the section changed)

There have been no material changes to the risk factors from those previously disclosed in our 2025 Annual Report.

Defaults Upon Senior Securities

See the information presented in Notes 1 and 7 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of defaults under our senior secured notes, our senior unsecured notes and our credit agreement as a result of the Chapter 11 Cases.

Exhibit Number Description

2.1 Order Confirming Fourth Amended Joint Chapter 11 Plan of Reorganization of the Company and Its Debtor Affiliates.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 28, 2026.)

3.1 Composite Copy of Amended and Restated Declaration of Trust, dated June 8, 2009, as amended to date.

(Incorporated by reference to the Company’s Registration Statement on Form S-3/A filed on April 1, 2025, File No.

3.2 Third Amended and Restated Bylaws of the Company, adopted June 13, 2024.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 13, 2024.)

4.1 Form of Common Share Certificate.

(Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.)

4.2 Indenture, dated as of July 20, 2017, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association).

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 21, 2017.)

4.3 Second Supplemental Indenture, dated as of June 23, 2020, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), relating to the Company’s 6.375% Senior Notes due 2050, including form thereof.

(Incorporated by reference to the Company’s Registration Statement on Form 8-A filed on June 23, 2020.)

4.4 Third Supplemental Indenture, dated as of May 18, 2021, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), relating to the Company’s 2.650% Senior Notes due 2026, including form thereof.

(Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.)

4.5 Fourth Supplemental Indenture, dated as of August 13, 2021, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), relating to the Company’s 2.400% Senior Notes due 2027, including form thereof.

(Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)

4.6 Fifth Supplemental Indenture, dated as of September 28, 2021, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), relating to the Company’s 3.450% Senior Notes due 2031, including form thereof.

(Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)

4.7 Indenture, dated as of February 12, 2024, among the Company, certain of its subsidiaries named therein and U.S.

Bank Trust Company, National Association, relating to the Company’s 9.000% Senior Secured Notes due 2029, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 12, 2024.)

4.8 Indenture, dated as of June 20, 2024, among the Company , the subsidiaries listed on the signature pages thereto as guarantors and U.S.

Bank Trust Company, National Association, as trustee and collateral agent.

(Incorporated by reference to the Company's Current Report on Form 8-K filed on June 21, 2024.)

4.9 Indenture, dated as of October 8, 2024, among the Company , the subsidiaries listed on the signature pages thereto as guarantors and U.S.

Bank Trust Company, National Association, as trustee and collateral agent.

(Incorporated by reference to the Company's Current Report on Form 8-K filed on October 9, 2024.)

4.10 Indenture, dated as of December 11, 2024, among the Company, certain of its subsidiaries named therein and U.S.

Bank Trust Company, National Association, relating to the Company’s 3.250% Senior Secured Notes due 2027, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 11, 2024.)

4.11 Supplemental Indenture, dated as of December 17, 2024, among the Company, Clay HoldCo LLC and U.S.

Bank Trust Company, National Association, relating to the Company’s 3.250% Senior Notes due 2027.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.)

4.12 Supplemental Indenture, dated as of January 29, 2025, among the Company, 20 Mass Ave TRS Inc.

Bank Trust Company, National Association, relating to the Company’s 3.250% Senior Notes due 2027.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.)

4.13 Indenture, dated as of March 12, 2025, among the Company , certain of its subsidiaries named therein and U.S.

Bank Trust Company, National Association, relating to the Company’s 8.000% Senior Notes due 2030, including form thereof.

(Incorporated by reference to the Company's Current Report on Form 8-K filed on March 12, 2025.)

Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust) and Adam D.

(Incorporated by reference to the Company’s Current Report on Form 8‑K filed on June 8, 2015.)

10.1 Amended and Restated Secured Debtor-in-Possession Term Loan Credit Agreement, dated as of February 5, 2026, by and among the Company, the lenders from time to time party thereto and Acquiom Agency Services LLC, as administrative agent and collateral agent.

(Incorporated by reference to the Company's Current Report on Form 8-K filed on February 6, 2026.)

31.1 Rule 13a-14(a) Certification.

(Filed herewith.)

31.2 Rule 13a-14(a) Certification.

(Filed herewith.)

32.1 Section 1350 Certification.

(Furnished herewith.)

99.1 Fourth Amended Joint Chapter 11 Plan of Reorganization of the Company and Its Debtor Affiliates.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 28, 2026.)

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document.

(Filed herewith.)

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

(Filed herewith.)

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

(Filed herewith.)

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

(Filed herewith.)

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

(Filed herewith.)

104 Cover Page Interactive Data File.

(Formatted as Inline XBRL and contained in Exhibit 101.)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OFFICE PROPERTIES INCOME TRUST

/s/ Yael Duffy

President and Chief Executive Officer

Chief Financial Officer and Treasurer

(principal financial officer and principal accounting officer)

Risks Related to Our Chapter 11 Bankruptcy Proceedings

We are and, upon our emergence from bankruptcy, will continue to be subject to the risks and uncertainties associated with the Chapter 11 Cases.

As a result of our filing of the Chapter 11 Cases, our business and our ability to execute our business plan, and our continuation as a going concern, will be subject to the risks and uncertainties, including upon our anticipated emergence from bankruptcy.

These risks and uncertainties include the following:

• our ability to consummate the transactions contemplated by the Plan;

• the high costs of bankruptcy proceedings and related fees;

• our ability to obtain additional financing, reduce expenses and execute our business plan post-emergence;

• our ability to attract and retain tenants and to maintain our relationships with our tenants, manager, lenders and other third parties;

• the actions and decisions of our creditors and other third parties who have interests in the Chapter 11 Cases that may be inconsistent with our plans.

These risks and uncertainties could affect our business and operations in various ways.

For example, negative events associated with the Chapter 11 Cases could adversely affect our relationships with our tenants, manager, lenders and other third parties, which in turn could adversely affect our business and financial condition.

In addition, we need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit our ability to respond timely to certain events or take advantage of certain opportunities.

Because of the risks and uncertainties associated with the Chapter 11 Cases, we cannot accurately predict or quantify the ultimate impact of events that occur during the pendency of the Chapter 11 Cases or upon our anticipated emergence from bankruptcy that may be inconsistent with our plans, or provide assurance that having been subject to Chapter 11 protection will not adversely affect our operations in the future.

Upon our emergence from bankruptcy, the composition of our Board of Trustees is expected to change significantly.

The composition of our Board of Trustees is expected to change significantly.

New Trustees are likely to have different backgrounds, experiences and perspectives from those individuals who previously served on our Board of Trustees and, thus, may have different views on the issues that will determine our future.

As a result, our future strategy and plans may differ materially from those of the past.

Upon our emergence from bankruptcy, our financial results may be volatile and may not reflect historical trends.

During the pendency of the Chapter 11 Cases, our financial results have been volatile as restructuring activities and expenses, contract terminations and rejections and claims assessments have significantly impacted our consolidated financial statements.

Upon our emergence from bankruptcy, the amounts reported in subsequent consolidated financial statements may materially change relative to historical consolidated financial statements.

We are also required to adopt fresh-start reporting at the effectiveness of the Plan, with our assets and liabilities being recorded at fair value as of the fresh-start reporting date, which may differ materially from the recorded values of assets and liabilities on our consolidated balance sheets.

Accordingly, under fresh-start reporting rules, our financial condition and results of operations following our emergence from bankruptcy will not be comparable to the financial condition and results of operations reflected in our historical financial statements.

We have concluded that there is substantial doubt about our ability to continue as a going concern.

As discussed in Note 1 to the Notes to Consolidated Financial Condensed Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we concluded that there was substantial doubt about our ability to continue as a going concern due to (1) insufficient liquidity to satisfy our obligations as they come due, (2) limited alternatives available to us to obtain debt or equity financing, (3) inability to refinance our maturing debt, and (4) the resulting Chapter 11 Cases.

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

The transactions contemplated by the Plan are subject to certain conditions.

Accordingly, no assurance can be given that the transactions described therein will be consummated.

If we are unable to consummate the transactions contemplated by the Plan, we may be unable to continue as a going concern.

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.