What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-05-22 compared with 2025-02-13 · 168 added, 169 removed, 352 unchanged (49% of the section changed)

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government is our largest tenant, representing approximately 17.2% of our annualized rental income as of December 31, 2025.

Leases representing approximately 9.9% and 4.2% of our annual rental income are scheduled to expire in each of 2025 and 2026, respectively, 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 declining rents and increasing costs to re-lease space when tenants can be identified, continue to impact the office sector and our portfolio.

The demand for office space continues to face headwinds and declining rents and increasing costs to relet space when tenants can be identified continue to impact the market.

Leases representing approximately 3.7% of our annualized rental income are scheduled to expire through 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.

The 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.

The duration and ultimate impact of current trends on the demand for office space at our properties remains uncertain and subject to change.

Higher interest rates, inflationary pressures, changes in government policies including the potential reduction of U.S.

federal office leases and potential impacts from tariffs, geopolitical events, an economic recession or disruptions in financial markets could adversely affect our and our tenants’ financial condition and the ability or willingness of our tenants to renew our leases or pay rent to us.

In addition, prospective tenants may delay their decision to lease space due to current economic conditions.

Accordingly, we do not yet know what the full extent of the impacts will be on our or our tenants’ businesses and operations nor the long-term outlook for leasing at our properties.

Higher interest rates, inflationary pressures, government policies (including the potential reduction of U.S.

federal office leases), geopolitical hostilities and tensions, and concerns that the U.S.

economy may enter an economic recession have caused disruptions in the financial markets and these factors could adversely affect our and our tenants’ financial condition and the ability or willingness of our tenants to renew our leases or pay rent to us.

We also have a significant amount of debt maturing in the next 18 months and we have limited debt and equity financing alternatives available to us to refinance our debt, and recent financing sources we have utilized to refinance debt 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 February 13, 2025, our total available liquidity was comprised of $113,000 of cash and our near-term obligations include lease obligations of $81,865 and principal debt repayments of $26,000 in 2025 and $291,488 in 2026.

Given the limited alternatives available to us to obtain debt or equity financing to refinance our maturing debt, the illiquid nature of our real estate assets and our limited ability to incur additional debt while maintaining compliance with the financial covenants in our existing debt agreements, we continue to work with our financial advisor, Moelis & Company LLC, to evaluate strategies to address our upcoming debt obligations, including through asset sales, debt exchanges, and/or equity sales.

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 that allow us to refinance certain of our existing 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.

Chapter 11 Bankruptcy Proceedings

On the Petition Date, the Debtors voluntarily commenced the Chapter 11 Cases.

In connection with the filing of the Chapter 11 Cases, we entered into the RSA with certain holders of the September 2029 Notes to implement a court-supervised financial restructuring pursuant to the transactions contemplated in the RSA.

We continue to operate our businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

As debtors-in-possession, we are authorized to pay all debts and honor all obligations arising in the ordinary course of our business after the Petition Date.

However, generally, we may not pay third-party claims or creditors on account of obligations arising before the Petition Date or engage in transactions outside the ordinary course of business without prior approval of the Bankruptcy Court.

While the commencement of these proceedings constituted an event of default under certain of our debt agreements, enforcement of any remedies in respect of which is automatically stayed during the pendency of the Chapter 11 Cases.

There are a number of risks and uncertainties associated with our bankruptcy proceedings, including, among others, that the Plan may not become effective.

The Plan has not yet become effective as of the date of filing of this Annual Report on Form 10-K.

Effectiveness of the Plan is subject to a number of conditions precedent.

There can be no assurance that all conditions to the effectiveness of the Plan will be satisfied or waived, or that the Plan will become effective on the timeline currently contemplated, or at all.

For more information regarding the Chapter 11 Cases, the RSA and the Plan, including the material terms thereof, see elsewhere in this Annual Report on Form 10-K, including Part I, Item 1, “Business” and Note 1 to our Consolidated Financial Statements included in Part IV, Item 15.

Going Concern

Substantial doubt about our ability to continue as a going concern exists 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, subject to the approval by the Bankruptcy Court, implement a plan of reorganization, emerge from the Chapter 11 proceedings 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 approval by the Bankruptcy Court, among other conditions.

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

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 elsewhere in this Annual Report on Form 10-K, including “Warning Concerning Forward-Looking Statements” and Part I, Item 1A, “Risk Factors”.

Nasdaq Delisting

On September 25, 2025, Nasdaq notified us that our common shares were subject to delisting.

We did not appeal Nasdaq’s determination, and our common shares were delisted from Nasdaq effective October 6, 2025.

Property Operations

Unless otherwise noted, the data presented in this section includes properties classified as held for sale as of December 31, 2024 and excludes two properties owned by an unconsolidated joint venture in which we owned a 51% interest.

For more information regarding our properties classified as held for sale and our unconsolidated joint venture, see Note 4 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Unless otherwise noted, the data presented in this section includes properties classified as held for sale as of December 31, 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 Note 4 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Occupancy data for our properties as of December 31, 2025 and 2024 was as follows (square feet in thousands):

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

excludes five 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 as of December 31, 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 as of December 31, 2025.

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

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(3) 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 as of December 31, 2025.

During the year ended December 31, 2025, changes in rentable square feet leased and available for lease at our properties were as follows (square feet in thousands):

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Lease renewals (1)

1,900 (1,900) —

New leases (1)

Remeasurements (51) 47 (4)

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

End of year 13,390 3,723 17,113

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Development, redevelopment and other activities (3)

14,450 137,603

Total capital expenditures $ 53,974 $ 133,451

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

Includes capitalized interest and other operating costs of $1,172 and $10,159 for the years ended December 31, 2024 and 2023, respectively.

Includes capitalized interest and other operating costs of $1,172 for the year ended December 31, 2024.

We did not capitalize interest or other operating costs during the year ended December 31, 2025.

As of December 31, 2025, we had estimated unspent leasing related obligations of $55,076, of which we expect to spend $37,910 over the next 12 months.

As of December 31, 2024, we had leases at our properties totaling approximately 2,067,000 and 522,000 rentable square feet that were scheduled to expire during 2025 and 2026, respectively.

As of February 12, 2025, we expect tenants with leases totaling approxim ately 1,547,000 and 33,000 r entable square feet that are scheduled to expire during 2025 and 2026, respectively, 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.

As of December 31, 2025, we had leases at our properties totaling approximately 504,000 rentable square feet that were scheduled to expire through 2026.

As of May 18, 2026, we expect tenants with leases totaling approxim ately 171,000 r entable square feet that are scheduled to expire through 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.

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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 1.1%, 1.8%, 5.3%, 3.2%, 2.4%, 0.7%, 4.3%, 0.3%, 1.1%, 0.2%, 0.2% and 0.4% of our rentable square feet, respectively, and contributed an additional approximately 1.9%, 2.6%, 6.2%, 3.1%, 3.0%, 0.8%, 5.7%, 0.8%, 1.6%, 0.4%, 0.3% and 0.5% of our annualized rental income, respectively, as of December 31, 2025.

In addition, as of December 31, 2024, pursuant to leases with five 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 five tenants occupied approximately 3.6% of our rentable square feet and contributed approximately 3.7% of our annualized rental income as of December 31, 2024.

In addition, as of December 31, 2025, pursuant to leases with four 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 four tenants occupied approximately 3.5% of our rentable square feet and contributed approximately 3.9% of our annualized rental income as of December 31, 2025.

(2) Leased square feet is pursuant to leases existing as of December 31, 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.

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Current economic conditions in this area or a possible recession could reduce demand from tenants at our properties, reduce rents that our tenants are willing to pay when our leases expire or increase lease concessions for new leases and renewals.

Additionally, although the current administration has issued so called return to work mandates, there has been a decrease in demand for new leased office space by the U.S.

Additionally, although the current administration has issued so called return to work mandates, there has been a decrease in demand for leased office space by the U.S.

government, including in the metropolitan Washington, D.C.

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(Google) Investment Grade 386 2.9 % 22,977 5.9 %

3 Shook, Hardy & Bacon L.L.P.

Not Rated 596 3.9 % 19,604 4.6 %

3 IG Investments Holdings LLC Not Rated 337 2.5 % 18,619 4.8 %

4 Bank of America Corporation Investment Grade 577 4.3 % 17,419 4.5 %

6 Sonesta International Hotels Corporation (1)

5 Shook, Hardy & Bacon L.L.P.

Not Rated 412 3.1 % 13,609 3.5 %

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Investment Grade 289 2.2 % 6,253 1.6 %

12 Allstate Insurance Corporation Investment Grade 458 3.0 % 6,270 1.5 %

11 Compass Group plc Investment Grade 267 2.0 % 6,186 1.6 %

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Investment Grade 250 1.9 % 6,043 1.6 %

13 Genesys Cloud Services Holdings I, LLC Non Investment Grade 275 2.1 % 5,950 1.5 %

14 Leidos Holdings Inc.

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Investment Grade 344 2.6 % 5,743 1.5 %

17 Science Applications International Corp.

Non Investment Grade 159 1.1 % 5,254 1.2 %

Investment Grade 425 2.8 % 5,251 1.2 %

19 Berkshire Hathaway Inc.

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

Investment Grade 425 3.2 % 5,041 1.3 %

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Non Investment Grade 96 0.7 % 4,513 1.2 %

22 Day Pitney LLP

Not Rated 100 0.7 % 4,522 1.1 %

23 Hartford Financial Services Group Inc.

20 Hartford Financial Services Group Inc Investment Grade 143 1.1 % 4,469 1.2 %

21 Berkshire Hathaway Inc.

Investment Grade 134 1.0 % 4,249 1.1 %

22 BAE Systems plc Investment Grade 139 1.0 % 3,973 1.0 %

25 Greeneden U.S.

Holdings I, LLC Not Rated 275 1.8 % 4,380 1.0 %

8,073 60.4 % $ 244,147 62.9 %

(1) Effective January 1, 2025, the existing lease with this tenant was terminated and replaced with a hotel management agreement.

Disposition Activities

During the year ended December 31, 2024, we sold 24 properties containing approximately 2,789,000 rentable square feet for an aggregate sales price of $199,351, excluding closing costs.

The net proceeds of these sales were used to repay debt and to increase our liquidity.

In February 2025, we sold one additional property with approximately 100,000 rentable square feet for a sale price of $5,750, excluding closing costs.

This property previously secured our March 2027 Notes.

Accordingly, we expect to use the net proceeds of this sale to redeem a portion of our March 2027 Notes in accordance with the terms of the indenture governing the March 2027 Notes.

W e continue to evaluate our portfolio and are currently in various stages of marketing certain of our properties for sale, and we may seek to sell additional properties in the future.

As of February 12, 2025 , we have entered into agreements to sell six properties containing approximately 581,000 rentable square feet for an aggregate sales price of $54,763 , excluding closing costs.

We cannot be sure we will sell any of the properties we are marketing for sale for prices in excess of their carrying values or otherwise.

In addition, our pending sales 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.

For more information about our disposition activities, see “Business —Disposition Policies” in Part I, Item 1 of this Annual Report on Form 10-K and Note 4 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Segment Information

We operate in one business segment:

ownership and leasing of real estate properties.

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

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Depreciation and amortization 174,957 194,737 (19,780) (10.2 %)

Loss on impairment of real estate 181,578 11,299 170,279 n/m

Transaction related costs 1,144 31,816 (30,672) (96.4 %)

Loss on impairment of real estate 2,048 181,578 (179,530) (98.9 %)

Transaction related costs 42,455 1,144 41,311 n/m

General and administrative 19,429 21,128 (1,699) (8.0 %)

Total other expenses 238,889 398,587 (159,698) (40.1 %)

(Loss) gain on sale of real estate (7,410) 3,780 (11,190) n/m

Interest and other income 3,668 1,039 2,629 n/m

Gain (loss) on sale of real estate 916 (7,410) 8,326 112.4 %

Interest and other income 3,146 3,668 (522) (14.2 %)

Interest expense (203,454) (163,745) (39,709) 24.3 %

Gain on early extinguishment of debt 126,185 — 126,185 n/m

(Loss) gain on early extinguishment of debt (449) 126,185 (126,634) (100.4 %)

Reorganization items, net (78,333) — (78,333) n/m

Loss before income tax expense and equity in net losses of investees (271,853) (135,146) (136,707) 101.2 %

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Equity in net losses of investees (405) (758) 353 (46.6 %)

Loss on impairment of equity method investment — (19,183) 19,183 (100.0 %)

Net loss $ (272,374) $ (136,107) $ (136,267) 100.1 %

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n/m - not meaningful

(1) Comparable properties consists of 118 properties we owned on December 31, 2024 and which we owned continuously since January 1, 2023 and excludes five 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.

(1) Comparable properties consists of 117 properties we owned on December 31, 2025 and which we owned continuously since January 1, 2024 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.”

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Rental income.

Rental income decreased $35,564 related to our property disposition activities and $11,061 for comparable properties as a result of increased vacancies and lower rents from lease renewals at certain of our properties in 2024, partially offset by an increase in rental income of $15,051 due to the lease-up of certain properties affected by significant redevelopment activities.

Rental income decreased $56,008 related to our property disposition activities and $22,205 for comparable properties as a result of increased vacancies and lower rents from lease renewals at certain of our properties in 2025, partially offset by an increase in rental income at properties affected by significant redevelopment activities of $18,790 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 includes non-cash straight line rent adjustments totaling $23,074 in 2025 and $31,102 in 2024, and amortization of acquired real estate leases and assumed real estate lease obligations totaling $562 in 2025 and $402 in 2024.

Real estate taxes.

Real estates taxes decreased $4,669 related to our property disposition activities and $781 for comparable properties primarily due to successful tax appeals at certain of our properties in 2024, partially offset by an increase of $4,988 due to the substantial completion of redevelopment activities at certain properties in 2024.

Real estate taxes decreased $7,673 related to our property disposition activities, $3,787 for comparable properties primarily due to successful tax appeals at certain of our properties in 2025 and $1,899 for properties affected by redevelopment activities.

Utility expenses.

Utility expenses increased $973 for comparable properties primarily due to the lease-up of certain previously vacant properties and increased utility expenses at newly vacant properties where tenants previously paid utility expenses directly in 2024 and $563 due to the substantial completion of redevelopment activities at certain properties, partially offset by a decline of $847 related to our property disposition activities.

Utility expenses decreased $2,875 related to our property disposition activities and $219 for properties affected by significant redevelopment activities, partially offset by an increase of $2,507 for comparable properties primarily due to higher electricity usage and rates in 2025.

Other operating expenses.

Other operating expenses decreased $6,450 related to our property disposition activities, partially offset by increases of $2,214 for comparable properties due to higher repair and maintenance and snow removal costs in 2024 and $1,753 due to the substantial completion of redevelopment activities at certain properties.

Other operating expenses increased $24,509 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 and $951 for comparable properties due to higher repair and maintenance and snow removal costs in 2025, partially offset by a decrease of $11,404 related to our property disposition activities.

Depreciation and amortization.

Depreciation and amortization declined $20,760 related to our property disposition activities and $5,483 for comparable properties due to certain leasing related assets becoming fully depreciated since January 1, 2023, partially offset by an increase of $11,726 due to the substantial completion of redevelopment activities at certain properties and depreciation and amortization of improvements made to certain of our properties since January 1, 2023.

Depreciation and amortization declined $13,698 related to our property disposition activities and $10,236 for comparable properties due to certain leasing related assets becoming fully depreciated since January 1, 2023, partially offset by an increase of $4,154 due to the substantial completion of redevelopment activities at certain properties since January 1, 2024.

Loss on impairment of real estate .

We recorded a $181,578 loss on impairment of real estate in the 2024 period to reduce the carrying value of 18 properties to t heir estimated fair value less costs to sell.

We recorded an $11,299 loss on impairment of real estate in 2023 to reduce the carrying value of one property to its estimated fair value less costs to sell.

We recorded a $2,048 loss on impairment of real estate in the 2025 period to reduce the carrying value of one property to its estimated fair value less costs to sell.

We recorded a $181,578 loss on impairment of real estate in 2024 to reduce the carrying value of 18 properties to their estimated fair values less costs to sell.

Transaction related costs.

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

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

Transaction related costs in 2023 consist of costs incurred in connection with our terminated merger with Diversified Healthcare Trust and related financings.

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 our average total market capitalization and a decrease in share based compensation in 2025 compared to 2024.

(Loss) gain on sale of real estate.

Gain (loss) on sale of real estate.

We recorded a $916 net gain on sale of real estate resulting from the sale of six properties in 2025.

We recorded a $7,410 net loss on sale of real estate resulting from the sale of 24 properties in 2024.

We recorded a $3,780 net gain on sale of real estate resulting from the sale of eight properties in 2023.

Interest and other income.

The increase in interest and other income is primarily due to the effect of higher cash balances invested in 2024 compared to 2023.

The decrease in interest and other income is primarily due to the effect of lower cash balances invested in 2025 compared to 2024.

Inter est expens e.

The increase in interest expense is due to higher weighted average interest rates in the 2024 period as a result of debt incurred in 2024.

Gain on early extinguishment of debt .

The increase in interest expense is due to higher weighted average interest rates in 2025 as a result of our financing activities in 2024, partially offset by declines in interest expense related 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 2025.

For more information regarding our adoption of ASC 852 and the Chapter 11 Cases, see Notes 1 and 2 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

(Loss) gain on early extinguishment of debt .

We recorded a net loss on early extinguishment of debt of $449 in 2025 primarily due 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 a senior note exchange.

We recorded a net gain on early extinguishment of debt of $126,185 in 2024 resulting from the series of debt exchanges we completed during 2024.

For more information about our financing activities, see “Liquidity and Capital Resources—Our Investment and Financing Liquidity and Resources” below and Note 9 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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 the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Income tax expense.

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Equity in net losses of investees.

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

Loss on impairment of equity method investment .

We recorded a $19,183 loss on impairment of equity method investment in 2023 to fully write off the carrying value of one of our unconsolidated joint ventures.

For further information, see Note 4 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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

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

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

Non-GAAP Financial Measures

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Equity in net losses of investees 405 758

Loss on impairment of equity method investment — 19,183

Income tax expense 116 203

Loss before income tax expense and equity in net losses of investees (271,853) (135,146)

Gain on early extinguishment of debt (126,185) —

Reorganization items, net 78,333 —

Loss (gain) on early extinguishment of debt 449 (126,185)

Interest expense 203,454 163,745

Interest and other income (3,146) (3,668)

Loss (gain) on sale of real estate 7,410 (3,780)

(Gain) loss on sale of real estate (916) 7,410

General and administrative 19,429 21,128

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Loss on impairment of real estate 2,048 181,578

Loss on impairment of equity method investment — 19,183

Loss (gain) on sale of real estate 7,410 (3,780)

(Gain) loss on sale of real estate (916) 7,410

FFO (93,689) 250,113

Reorganization items, net 78,333 —

Default interest incurred related to Chapter 11 Cases 1,308 —

Transaction related costs 42,455 1,144

Gain on early extinguishment of debt (126,185) —

Net (gain) loss on early extinguishment of debt 449 (126,185)

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

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

Our principal sources of funds to meet operating and capital expenses, pay debt service obligations and make distributions to our shareholders are the operating cash flows we generate from our properties, net proceeds from property sales and borrowings under our revolving credit facility.

Our historical principal sources of funds to meet operating and capital expenses, pay debt service obligations and make distributions to our shareholders are the operating cash flows we generate from our properties, net proceeds from property sales and borrowings under our revolving credit facility.

Our ability to issue additional indebtedness, dispose of assets or access capital markets is substantially limited as a result of the Chapter 11 Cases and, until the effectiveness of the Plan, will require Bankruptcy Court approval in most instances.

Accordingly, our liquidity primarily depends on cash generated from operating activities and borrowings under our DIP Facility.

The filing of the Chapter 11 Cases constituted an event of default under our credit agreement, senior notes indentures and their supplements and mortgage notes which accelerated amounts due under the applicable agreements.

Efforts to enforce financial obligations under the applicable agreements are stayed as a result of the filing of the Chapter 11 Cases and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.

Our credit agreement is being

amended and restated pursuant to the Plan to resolve any defaults thereunder and address certain terms to facilitate the Debtors’ restructuring.

The amended and restated credit agreement will become effective on the effective date of the Plan.

Our future cash flows from operating activities will depend primarily upon:

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• our ability to successfully sell properties that we market for sale.

• our ability to develop, redevelop or reposition properties to produce cash flows in excess of our cost of capital and property operating and capital expenses.

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.

Demand for office space continues to face headwinds and the duration and ultimate impact of current trends on our properties remains uncertain and subject to change.

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 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 are actively pursuing several strategic initiatives to improve liquidity, including asset sales, debt refinancing and equity issuance opportunities.

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 to recycle capital into properties that we believe have better long-term earnings potential or that we believe will help diversify our revenue based, improve the average age of our properties, lengthen the weighted average term of our leases, reduce our ongoing capital requirements and/or increase our distributions to shareholders.

During the year ended December 31, 2024, we sold 24 properties for an aggregate sales price of $199,351, excludin g closing costs.

We continue to evaluate our portfolio and are currently in various stages of marketing certain of our properties for sale.

In February 2025, we sold one additional property with approximately 100,000 rentable square feet for a sale price of $5,750, excluding closing costs.

This property previously secured our March 2027 Notes.

Accordingly, we expect to use the net proceeds of this sale to redeem a portion of our March 2027 Notes in accordance with the terms of the indenture governing the March 2027 Notes.

As of February 12, 2025 , we had six properties containing approximately 581,000 rentable square feet which are under agreement to sell for an aggregate sales price of $54,763 , excluding closing costs.

We cannot be sure we will sell any of the properties we are marketing for sale for prices in excess of their carrying values or otherwise.

In addition, our pending sales 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.

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 year ended December 31, 2025, we sold six properties for an aggregate sales price of $40,088, excludin g 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.

We expect to sell this property in 2027.

This pending sale is subject to conditions;

accordingly, we cannot be sure that we will complete this sale or that this sale will not be delayed or the pricing will not change.

We are also at various stages of marketing for sale 31 properties with a total of approximately 3,416,000 square feet.

We expect to use the net sales proceeds from property sales to repay debt.

There can be no assurance we will be successful selling any of these properties or what the amount of proceeds we may realize will be.

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

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Cash, cash equivalents and restricted cash at end of period $ 80,661 $ 275,165

The decrease in cash provided by operating activities in 2024 compared to 2023 was primarily due to decreases in NOI as a result of property dispositions and reductions in occupied space at certain of our properties.

The change from cash used in investing activities in 2023 to cash provided by investing activities in 2024 is primarily due to higher proceeds received from property sales and decreased capital expenditures in 2024 related to our redevelopment activities.

The increase in cash flows provided by financing activities in 2024 was primarily due to higher net borrowings and decreased distributions to our shareholders, partially offset by the payment of debt issuance costs.

The change from cash provided by operating activities in 2024 to cash used in operating activities in 2025 was primarily due to decreases in NOI as a result of property dispositions, tenant vacancies at certain of our properties, higher interest expense and payment of professional fees related to potential financing transactions and the Chapter 11 Cases.

The decrease in cash provided by investing activities in 2025 compared to 2024 was primarily due to lower proceeds received from property sales, partially offset by decreased capital expenditures in 2025 related to our redevelopment activities in 2024.

The change from cash flows provided by financing activities in 2024 to cash flows used in financing in 2025 was primarily due to our issuance of $339,000 of secured senior notes and higher borrowings under our credit agreement in 2024.

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

In order to meet cash needs to pay operating or capital expenses and make distributions, we maintain a revolving credit facility.

In January 2024, we entered into an amended and restated credit agreement, or our credit agreement, governing a new $325,000 secured revolving credit facility and a $100,000 secured term loan.

Our credit agreement replaced our prior revolving credit facility, which had a maturity date of January 31, 2024.

In order to meet cash needs to pay operating or capital expenses during the pendency of the Chapter 11 Cases, we have relied on borrowings under our secured $125,000 DIP Facility.

We have made the following borrowings under the DIP Facility:

(a) we borrowed $10,000 on November 6, 2025 pursuant to an interim order entered by the Bankruptcy Court;

(b) $75,000 was made available to us and drawn as follows:

(i) we borrowed $64,300 on February 5, 2026, and (ii) we borrowed $10,700 on March 13, 2026;

and (c) we borrowed $40,000, or the Tranche B Term Loan, on April 7, 2026.

Borrowings under the DIP Facility bear interest, payable in cash, at a rate of 12.00% per annum.

The DIP Facility had an original maturity date of May 4,

2026, with the option to extend under certain circumstances.

In May 2026, the maturity date was extended to May 31, 2026.

Borrowings under the DIP Facility may be repaid in reorganized common equity or cash, at the Debtors’ election.

On April 5, 2026, the Debtors filed a notice of their intent to equitize the DIP Facility with the Bankruptcy Court.

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;

(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;

and (c) an exit fee of 4.50% of the aggregate borrowings under the DIP Facility, which is due and payable upon the repayment of any loan under the DIP Facility, at our election, in cash or common equity of the reorganized company.

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 December 31, 2025 and May 18, 2026, the outstanding principal balance under our DIP Facility was $10,225 and $127,813, respectively, 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 value of $1,035,653 as of December 31, 2025.

We can borrow, repay, and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity.

The maturity date of our credit agreement is January 29, 2027, and, subject to the payment of an extension fee and meeting certain other requirements, we can extend the stated maturity date of our revolving credit facility by one year.

Our credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios, restrict our ability to incur additional debt in excess of calculated amounts and, subject to limited exceptions, restrict our ability to increase our distribution rate above the current level of $0.01 per common share per quarter and enter into share repurchases.

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 based on a rate of SOFR plus a margin of 350 basis points.

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

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 was at a rate of the secured overnight financing rate plus a margin of 350 basis points through the Petition Date.

Effective on the Petition Date, interest payable on borrowings under our credit agreement changed to a rate of the U.S.

federal prime rate plus a margin of 250 basis points.

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 December 31, 2025.

As of December 31, 2025, the annual interest rate payable on borrowings under our credit agreement was 9.3%.

As of December 31, 2024 and February 12, 2025, we had fully drawn our $325,000 revolving credit facility and $100,000 was outstanding under our term loan.

Senior Secured Notes Issuance and Senior Unsecured Notes Redemption

In February 2024, we issued $300,000 in aggregate principal amount of the March 2029 Notes.

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

The March 2029 Notes are fully and unconditionally guaranteed on a joint, several and senior secured basis by certain of our subsidiaries and secured by a pledge of all of the respective equity interests of the subsidiary guarantors and first mortgage liens on 17 properties with a gross book value of real estate assets of $621,506 as of December 31, 2024.

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

In March 2024, we redeemed, at par plus accrued interest, all $350,000 of our 4.25% senior unsecured notes due 2024 using the proceeds from the March 2029 Notes and borrowings under our revolving credit facility.

Senior Notes Exchanges

During June and October 2024, through two exchange transactions, we exchanged $609,999 in aggregate principal amount of the September 2029 Notes and 1,406,952 of our common shares for an aggregate $895,373 of certain of our outstanding senior unsecured notes.

The September 2029 Notes are fully and unconditionally guaranteed on a joint, several and senior secured basis by certain of our subsidiaries and are secured by first mortgage liens on 19 properties with a gross book value of real estate assets of $721,375 as of December 31, 2024 and second mortgage liens on the 19 properties securing our credit agreement.

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

In December 2024, through an exchange transaction, we exchanged $444,992 of the March 2027 Notes, 11,532,794 of our common shares and cash premiums of $25,000 for $281,514 of the 2025 Notes and $58,486 in cash from certain existing noteholders.

This transaction is referred to herein as the 2027 Senior Note Exchange.

The March 2027 Notes require quarterly payments of interest and quarterly principal amortization payments of $6,500, and on March 1, 2026, require a mandatory principal payment of $125,000, which is subject to reduction for certain prior redemptions of the March 2027 Notes.

The March 2027 Notes are fully and unconditionally guaranteed on a joint, several and senior secured basis by certain of our subsidiaries and are secured by first mortgage liens on 37 properties with a gross book value of real estate assets of $1,279,487 as of December 31, 2024 and second mortgage liens on the 19 properties securing our September 2029 Notes and they are fully and unconditionally guaranteed, on a joint, secured and senior unsecured basis by certain of our other subsidiaries.

We redeemed, at par plus accrued interest, the remaining $171,586 of the 2025 Notes with the cash proceeds from the 2027 Senior Note Exchange and cash on hand, in January 2025.

During the year ended December 31, 2024, in a series of exchange transactions, we exchanged $15,900 in aggregate principal amount of the 2025 Notes for an aggregate amount of 7,565,722 of our common shares.

On February 7, 2025, we commenced a series of exchange offers, or the Exchange Offers, pursuant to which we are offering to issue up to $175,000 in aggregate principal amount of new 8.000% senior guaranteed unsecured notes due 2030, or the New 2030 Notes, and related guarantees in exchange for our outstanding (i) 2.650% senior unsecured notes due 2026, (ii) 2.400% senior unsecured notes due 2027 and (iii) 3.450% senior unsecured notes due 2031.

The Exchange Offers are being made subject to the terms and conditions set forth in an offering memorandum dated as of February 7, 2025.

As of December 31, 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 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.

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.

We made $19,500 of scheduled quarterly principal repayments on these notes in 2025.

We ceased scheduled quarterly principal payments due on December 31, 2025 and did not make the additional March 2026 principal repayment following the commencement of the Chapter 11 Cases.

Senior Note Exchange

In March 2025, 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.

For more information about our financing activities, see Note 9 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

As of December 31, 2024, our debt maturities (other than our revolving credit facility), consisting of senior notes, a term loan and mortgage notes, were as follows:

As of December 31, 2025, 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:

Year Debt Maturities

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Total $ 2,106,614

(1) Includes $171,586 of the 2025 Notes, which were redeemed in full in January 2025.

None of our unsecured debt obligations require sinking fund payments prior to their maturity dates.

None of our unsecured debt obligations require sinking fund payments prior to their respective maturity dates.

Our mortgage notes currently require monthly payments of interest only;

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 December 31, 2024, we had estimated unspent leasing related obligations of $81,865, of which we expect to spend $46,232 over the next 12 months.

As of February 13, 2025, our total available liquidity was comprised of $113,000 of cash and our near-term obligations include outstanding lease obligations of $81,865 and principal debt repayments of $26,000 in 2025 and $291,488 in 2026.

We are currently seeking to refinance the 2026 Notes through the debt exchange described above, and we expect to sell certain properties to raise cash and may pursue other strategies to address our liquidity needs, including equity issuances.

We cannot be sure that we will be able to obtain any future financing, and any such financing we may obtain may not be sufficient to repay our debt.

If we are unable to obtain sufficient funds, 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 ability to obtain, and the costs of, our future debt financings will depend primarily on credit market conditions and our creditworthiness.

We have no control over market conditions.

Potential investors and lenders will likely evaluate our ability to fund required debt service, repay debts when they become due and pay distributions to shareholders by reviewing our business practices and plans to balance our use of debt and equity capital so that our financial profile and leverage ratios afford us flexibility to withstand any reasonably anticipated adverse changes.

Similarly, our ability to raise equity capital in the future will depend primarily upon equity capital market conditions and our ability to conduct our business to maintain and grow our operating cash flows.

It is uncertain what the ultimate impacts of inflationary pressures, sustained high interest rates, deteriorating office fundamentals and market sentiment toward the office sector or any economic recession will be.

A protracted and extensive economic recession, further deterioration of office fundamentals or continued or intensified disruptions in capital markets could limit our access to financing, would likely increase our cost of capital and impact our ability to satisfy covenants and conditions under our credit agreement or senior notes.

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

During the year ended December 31, 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.

In June 2025, we suspended use of the ATM Program, and 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.

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.

During the year ended December 31, 2025, we paid quarterly distributions to our shareholders totaling $1,407 using cash on hand.

On January 16, 2025, we declared a quarterly cash distribution payable to shareholders of record on January 27, 2025 in the amount of $0.01 per share, or approximately $698.

We expect to pay this distribution on or about February 20, 2025 using cash on hand.

We determine our distribution payout ratio with consideration for restrictions under our credit agreement, our expected capital expenditures, cash flows from operations and payment of debt obligations.

For more information regarding the distributions we paid during 2024, see Note 11 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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 11 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

In addition to our debt obligations, as of December 31, 2025, we had estimated unspent leasing related obligations of $55,076, of which we expect to spend $37,910 over the next 12 months.

We owned a 51% interest in an unconsolidated joint venture which owned two properties at December 31, 2025.

As of December 31, 2024, the properties owned by this joint venture were encumbered by $50,000 principal amount of mortgage indebtedness, none of which was recourse to us.

As of December 31, 2025, the properties owned by this joint venture were encumbered by $49,106 principal amount of mortgage indebtedness, none of which is recourse to us.

As of December 31, 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.

This joint venture remains current on debt service under this mortgage note and continues to own, operate and lease the collateral properties.

For more information on the financial condition and results of operations of this joint venture, see Note 4 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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Debt Covenants (dollars in thousands)

Our principal debt obligations as of December 31, 2024 consisted of $325,000 of borrowings outstanding under our revolving credit facility, $100,000 outstanding principal amount under our secured term loan, an outstanding principal balance of $2,024,204 of senior notes and mortgage notes with an outstanding principal balance of $177,320.

Our principal debt obligations as of December 31, 2025 consisted of $325,000 of borrowings outstanding under our revolving credit facility, $100,000 outstanding principal amount under our secured term loan, an outstanding principal balance of $1,819,069 of senior notes, $10,225 outstanding under our DIP Facility and 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.

Our credit agreement and our senior notes indentures and their supplements provide for acceleration of payment of all amounts outstanding 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 RMR ceasing to act as our business and property manager.

Our credit agreement and our senior notes indentures and their supplements also contain a number of covenants, including those that restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts, require us to comply with certain financial covenants and, in the case of our credit agreement, restrict our ability to increase our distribution rate above the current level of $0.01 per common share per quarter.

As of December 31, 2024, 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.

Our mortgage notes are non-recourse, subject to certain limited exceptions, and do not contain any material financial covenants.

As of December 31, 2024, adjusted total assets for covenant purposes as defined in our senior notes indentures were $4,925,410.

Assets serving as collateral under our credit agreement, our senior secured notes or mortgage notes represented $4,083,629 of adjusted total assets, as defined in our senior notes indentures.

Our unencumbered assets represented $841,781 of adjusted total assets and we had $497,627 of unsecured debt giving pro forma effect for the redemption of the 2025 Notes in January 2025 as if such redemption had occurred as of December 31, 2024.

The following table presents the calculation of adjusted total assets to total assets in accordance with GAAP as of December 31, 2024:

Total assets (1)

accumulated depreciation 628,680

adjustments to reflect original cost of real estate assets 995,642

accounts receivable and intangibles (349,612)

Adjusted total assets (1)

(1) Calculation of public debt covenants is pro forma for the full redemption of the 2025 Notes.

Neither our credit agreement nor our senior notes indentures and their supplements contain provisions for acceleration which could be triggered by our credit ratings.

Our credit agreement and our senior notes indentures and their supplements contain cross default provisions to any other debts of more than $25,000 (or more than $50,000 in certain circumstances).

Our credit agreement, senior notes indentures and their supplements and the amended and restated debtor-in-possession term loan credit agreement governing our DIP Facility, or the DIP Credit Agreement, 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 RMR ceasing to act as our business and property manager.

Our credit agreement, our senior notes indentures and their supplements and the DIP Credit Agreement also contain covenants, including those that restrict our ability to incur debts require us to comply with certain financial covenants and, in the case of our credit agreement, restrict our ability to increase our distribution rate above the current level of $0.01 per common share per quarter.

The filing of the Chapter 11 Cases constituted an event of default under our credit agreement and senior notes indentures which accelerated amounts due under the applicable agreements.

Related Person Transactions

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and others related to them.

For more information about these and other such relationships and related person transactions, see Notes 6 and 7 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K, which are incorporated herein by reference, and our other filings with the SEC, including our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, or our definitive Proxy Statement, to be filed with the SEC within 120 days after the fiscal year ended December 31, 2024.

For more information about these and other such relationships and related person transactions, see Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence” and Notes 6 and 7 to the Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K, which are incorporated herein by reference.

For more information about the risks that may arise as a result of these and other related person transactions and relationships, see elsewhere in this Annual Report on Form 10-K, including “Warning Concerning Forward-Looking Statements,” Part I, Item 1, “Business” and Part I, Item 1A, “Risk Factors.” We may engage in additional transactions with related persons, including businesses to which RMR or its subsidiaries provide management services.

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We amortize the value of acquired in place leases exclusive of the value of above market and below market acquired leases to expense over the periods of the respective leases.

If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are written off.

If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that

lease are written off.

Purchase price allocations require us to make certain assumptions and estimates.

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Department of Energy that is focused on promoting energy efficiency at commercial properties through its “ENERGY STAR” program, and a member of the U.S.

Green Building Council, a nonprofit organization focused on promoting energy efficiency at commercial properties through its LEED® green building

Green Building Council, a nonprofit organization focused on promoting energy efficiency at commercial properties through its LEED® green building program.

RMR’s annual Sustainability Report summarizes the environmental, social and governance initiatives employed by RMR and its clients, including us.

13 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-K

Item 7. Management’s Discussion and Analysis