What changed in this filing

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Item 9A. Controls and Procedures

2026-05-22 compared with 2025-02-13 · 1075 added, 336 removed, 992 unchanged (59% of the section changed)

Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act.

Based upon that evaluation, our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act.

Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures were not effective as of such date due to our inability to file our periodic reports under the Exchange Act on a timely basis while we relied on the reporting accommodation available to certain registrants in Chapter 11 proceedings.

Notwithstanding the foregoing, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that we maintained effective internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

13 unchanged sentences

Not applicable.

Directors, Executive Officers and Corporate Governance

We have a Code of Conduct that applies to our officers and Trustees.

Our Code of Conduct is posted on our website, www.opireit.com.

A printed copy of our Code of Conduct is also available free of charge to any person who requests a copy by writing to our Secretary, Office Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634.

We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of any amendments to, or waivers from, our Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website.

We have adopted comprehensive insider trading policies and procedures that apply to trustees, directors, officers and employees, as applicable, of us and RMR.

These policies are designed to prevent trading on the basis of material nonpublic information and to ensure compliance with applicable securities laws.

The policies include provisions for pre-clearance of trades, blackout periods and the establishment of Rule 10b5-1 trading plans.

A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement.

Trustees, Executive Officers and Corporate Governance

Board of Trustees

The following table sets forth the names, ages and titles of our Trustees:

Name Age Position Year of Election Board Committees

Yael Duffy 46 Managing Trustee 2026 None

Fraiche 74 Independent Trustee 2019 Audit, Compensation (Chair)

Gilmore 75 Independent Trustee 2009 Audit, Compensation

Lamkin 66 Independent Trustee 2019 Audit (Chair)

Pohl 59 Independent Trustee 2025 Audit, Compensation

Poptodorova 74 Independent Trustee 2017 Audit, Compensation, Nominating and Governance

Adam Portnoy 55 Managing Trustee 2009 None

Somers 83 Independent Trustee 2009 Audit, Nominating and Governance (Chair)

Talley 61 Independent Trustee 2022 Audit, Compensation

Duffy brings to our Board extensive professional skills and demonstrated management ability.

Duffy has experience in, and knowledge of, REITs and experience working in the CRE industry.

Duffy possesses institutional knowledge earned through her current role as president and chief executive officer of ILPT and in leadership positions with RMR.

Duffy has professional skills and expertise in real estate matters and experience as a senior level executive officer.

Duffy served as our President and Chief Operating Officer when we commenced the Chapter 11 Cases on October 30, 2025;

see Part I, Item 1, “Business” in this Annual Report on Form 10-K for more information regarding the Chapter 11 Cases.

Duffy qualifies as a Managing Trustee in accordance with the requirements of our governing documents.

Duffy’s professional experience includes:

• Our President since 2024, our Chief Executive Officer since January 2026 and our Chief Operating Officer from 2024 to December 2025.

• Executive Vice President of RMR Inc.

since January 2026 and RMR since October 2025, where she is responsible for overseeing asset management, leasing and property management functions of a portfolio of office, industrial and retail properties managed by RMR.

Prior to that, Ms.

Duffy served as Senior Vice President of RMR from 2021 to September 2025 after joining RMR in 2006.

Duffy’s prior responsibilities at RMR included serving as Accounting Manager and Area Director in the Northeast region.

• Chief Executive Officer of ILPT since January 2026, President since 2022 and Chief Operating Officer from 2020 to December 2025.

• Previously worked at Spaulding & Slye, a commercial real estate services and investment company.

• Member of Nareit’s Advisory Board of Governors.

• Member of the National Association of Office and Industrial Properties

• Other RMR public client boards:

• ILPT (since 2026)

• Other Non-RMR managed public company boards:

Fraiche brings to our Board extensive professional and consulting legal skills.

Fraiche has held many leadership roles including serving in numerous public policy and civic leadership roles.

Fraiche has experience on public company boards and board committees and possesses institutional knowledge earned through prior service on our Board.

Fraiche qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents.

Fraiche’s professional experience includes:

• Founder and member of Fraiche Strategies, LLC since 2020.

• Founder, corporate secretary and member of the board of directors of AiWithCare, Inc.

• General manager of family-owned real estate holding companies including commercial, office, retail, residential development and service industry assets.

• Member of the board of directors of Cornerstone Chemical Company, Inc.

• Honorary consul for Japan at New Orleans for Louisiana.

• Member of the executive committee, board of directors and past treasurer of the Louisiana Consular Corp.

• Member of the board and past treasurer of the John-Manjiro-Whitfield Center for International Exchange US (CIE-US).

• Member of the investment committee and past member of executive committee and board of the Baton Rouge Area Foundation.

• Former chair of women’s initiative and nominating and governance committee and retired from active law practice at Baker Donelson PC in 2020.

• Past chair of the board of trustees of Loyola University.

• Past president of the Supreme Court of Louisiana Historical Society.

• Past president of the Louisiana Chapter of the International Women’s Forum.

• Past chair and member of the board and the finance, real estate and compensation committees of Women’s Hospital.

• Former member of leadership development committee and committee on governance of the American Hospital Association.

• Past president and a fellow of the American Health Law Association.

• Former chair of the Louisiana Health Care Commission.

• Former member of the Louisiana Recovery Authority.

• Other RMR public client boards:

• SVC (since 2015)

• AlerisLife Inc.

• Select Income REIT (2012-2018)

• Other Non-RMR managed public company boards:

Gilmore brings to our Board extensive professional skills and experience in legal and business finance matters.

Gilmore possesses experience in public policy matters as well as insights and understanding of government practices gained through government service and her experience as a lawyer, bankruptcy court clerk, bankruptcy trustee and bankruptcy examiner.

Gilmore has also served on public company boards and board committees.

Gilmore qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents.

Gilmore’s professional experience includes:

• Professional law clerk at the United States Bankruptcy Court, Eastern Division of the District of Massachusetts, from 2015 until her retirement in 2018.

• Professional law clerk at the United States Bankruptcy Court, Central Division of the District of Massachusetts, from 2001 to 2015.

• Partner of the law firm of Sullivan & Worcester LLP from 1993 to 2000, during which time she was appointed and served as trustee or examiner in various cases involving business finance matters.

• Other RMR public client boards:

• Seven Hills Realty Trust, or SEVN (since 2020)

• AlerisLife Inc.

• TravelCenters of America Inc.

• Other Non-RMR managed public company boards:

Lamkin brings to our Board extensive experience in, and knowledge of, the CRE and investment banking industries.

Lamkin has demonstrated management ability and experience in capital raising and strategic business transactions.

Lamkin has professional training, skills and expertise in, among other things, finance and legal matters.

Lamkin has institutional knowledge earned through prior service on our Board.

Lamkin qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents.

Lamkin’s professional experience includes:

• Partner in Ackrell Capital LLC, a San Francisco based investment bank, from 2003 to 2019.

• Experience as a financial consultant and as an investment banker, including as a senior vice president in the investment banking division of ABN AMRO, prior to 2003.

• Practicing attorney prior to working as a financial consultant and investment banker.

• Other RMR public client boards:

• SVC (since 2007)

• SEVN (since 2021)

• Tremont Mortgage Trust (2020-2021)

• Select Income REIT (2012-2018)

• Other Non-RMR managed public company boards:

• Ackrell SPAC Partners I Co.

(2020 to 2022)

Pohl brings to our Board extensive experience in, and knowledge of, corporate restructurings and distressed solutions and legal and business finance matters.

Pohl has demonstrated leadership, management abilities and expertise in, among other things, providing strategic advice to companies, financial institutions and private equity firms with respect to restructuring and distressed solutions.

Pohl has served on the boards of a number of public companies and privately owned companies.

Pohl qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents.

Pohl’s professional experience includes:

• Founder of and senior advisor and consultant at TRP Advisors, LLC in 2019, which advises companies, financial institutions and private equity firms on distressed situations, portfolio challenges and acquisition opportunities.

• Managing Director in the Restructuring and Capital Solutions Group at Lazard, Freres & Co.

LLC from 2009 to 2019.

• Partner at Skadden, Arps, Slate, Meagher & Flom LLP from 2001 to 2008, including serving as co-head of the global corporate restructuring practice.

• Other RMR public client boards:

• Other Non-RMR managed public company boards:

• GoHealth, Inc.

(since August 2025)

• TPI Composites, Inc.

(since May 2025)

• Modee Holdings, Inc.

• Libbey, Inc.

(May 2020-November 2020)

Poptodorova (Lead Independent Trustee since December 2019)

Poptodorova brings to our Board extensive experience and demonstrated leadership ability as a former diplomat.

Poptodorova gained insights and understanding of government practices through government service and public policy matters.

Poptodorova has experience in communal property and industrial property matters.

Poptodorova has served on the boards of several private and charitable organizations.

Poptodorova qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents.

Poptodorova’s professional experience includes:

• Vice president and director for Euro-Atlantic affairs of the Atlantic Club of Bulgaria since April 2017.

• Vice president of the Atlantic Treaty Association since December 2017.

• Board member of the U.S.—Bulgarian Chamber in America since February 2020.

• Director of the Shapiro-Silverberg AJC Central Europe Office from October 2016 to February 2017.

• Ambassador extraordinary and plenipotentiary of the Republic of Bulgaria to the United States from 2010 to 2016 and from 2002 to 2008.

During this time, she facilitated foreign investments in Bulgaria’s information technology sector and assisted the development of transatlantic business association to support investment ventures.

• Director of the Security Policy Directorate at the Ministry of Foreign Affairs from 2009 to 2010.

• Ambassador-at-large for the Black Sea Region from 2008 to 2009.

• Spokesperson of the Ministry of Foreign Affairs and director of the Human Rights and International Humanitarian Organizations Directorate from 2001 to 2002.

• Member of the Bulgarian Parliament from 1990 to 2001, where she served on a variety of committees, including the national security, human rights, media and agriculture committees.

During her service as a member of the Bulgarian Parliament, Ms.

Poptodorova worked extensively on communal property and industrial property matters with the local government of her electoral district.

• Current member of the board of directors of the American Foundation for Bulgaria and the Institute for Cultural Diplomacy in Germany.

• Former member of the board of directors of the European Institute, the Executive Council on Diplomacy, the Women’s Foreign Policy Group and American University in Bulgaria.

• Other RMR public client boards:

• TravelCenters of America Inc.

• Other Non-RMR managed public company boards:

Portnoy brings to our Board extensive experience in, and knowledge of, the asset management, CRE and residential real estate industries and REITs, gained in part through his key leadership position with RMR and its subsidiaries, his public company board service, and his demonstrated management ability.

Portnoy also possesses experience in investment banking and private equity, as well as institutional knowledge earned through prior service on our Board and deep knowledge of our business.

Portnoy qualifies as a Managing Trustee in accordance with the requirements of our governing documents.

Our Nominating and Governance Committee and our Board believe that, because Mr.

Portnoy is the president and chief executive officer of RMR and the business of all the companies (including OPI) for which he serves as a managing trustee or managing director is integral to his day to day work, service on these additional boards does not impair the amount of attention or time that Mr.

Portnoy spends on service on our Board.

Our Board believes that Mr.

Portnoy’s extensive familiarity with our day to day business provides valuable insight for our Board.

Portnoy’s professional experience includes:

• President and Chief Executive Officer of RMR Inc., since shortly after its formation in 2015.

• President and Chief Executive Officer of RMR since 2005, and Director from 2006 to June 5, 2015 when RMR became a majority owned subsidiary of RMR Inc.

became RMR’s managing member.

• Director of Tremont Realty Capital LLC since March 2016.

• Sole trustee, controlling shareholder and an officer of ABP Trust.

• Director and controlling shareholder of Sonesta International Hotels Corporation and its parent.

• Sole director of AlerisLife Inc.

since its acquisition by ABP Trust in March 2023.

• Director of RMR Advisors LLC from 2007 to 2021 when it merged with Tremont Realty Capital LLC.

• Honorary Consul General of the Republic of Bulgaria to Massachusetts.

• Co-Chair of Massachusetts Opportunity Alliance, Inc.

• Member of Massachusetts High Technology Council, Inc.

• Chair of the board of directors of the Pioneer Institute.

• Executive committee member of the board of directors of the Greater Boston Chamber of Commerce.

• Member of AJC New England’s Leadership Board.

• Previously served on the board of governors for the National Association of Real Estate Investment Trusts and the board of trustees of Occidental College.

• Other RMR public client boards:

• SVC (since 2007)

• DHC (since 2007)

• SEVN, including its predecessor companies (since 2009)

• ILPT (since 2017)

• TravelCenters of America Inc.

• AlerisLife Inc.

• Tremont Mortgage Trust (2017-2021)

• Other Non-RMR managed public company boards:

Somers brings to our Board extensive expertise in legal, corporate governance and regulatory matters, as well as leadership experience gained from his role as a law firm managing partner.

Somers also possesses a sophisticated understanding of finance and accounting matters, obtained through his service as a trustee of public REITs and investment companies, as well as work on board committees.

Somers has extensive experience in public policy matters and complex business transactions gained partly from government service, as well as institutional knowledge earned through prior service on our Board.

Somers qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents.

Somers’ professional experience includes:

• Of counsel since 2010, and member of the law firm of Morse, Barnes-Brown & Pendleton, PC from 1995 to 2009, serving as managing member for six of those years.

• Former partner at the law firm of Gadsby Hannah LLP (now McCarter & English, LLP) for more than 20 years prior to working at Morse, Barnes-Brown & Pendleton, PC, serving as managing partner for eight of those years.

• Director of Cantella Management Corp., a holding company of Cantella & Co., Inc., an SEC registered broker-dealer, from 2002 until January 2014, when the company was acquired by a third party.

• Trustee of the Pictet Funds from 1995 to 2001.

• Former staff attorney at the SEC in Washington, D.C.

prior to entering private law practice.

• Former trustee of Glover Hospital, a private not for profit regional hospital, which is currently part of Beth Israel Deaconess Hospital, among various other civic leadership roles.

• Other RMR public client boards:

• DHC (since 2007)

• SEVN, including its predecessor companies (since 2009)

• Tremont Mortgage Trust (2017-2020)

• Select Income REIT (2012-2018)

• Other Non-RMR managed public company boards:

Talley brings to our Board extensive experience in, and knowledge of, the CRE industry.

Talley has demonstrated leadership capability as an entrepreneur and founding member of an African American led CRE firm.

Talley qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents.

Talley’s professional experience includes:

• Principal and one of the founding partners of Greenwood Commercial Real Estate, where Mr.

Talley primarily provided acquisition, disposition and leasing services for clients regarding office real estate, from 2021 to 2023.

• Founded Griswold Realty Advisors in 2012 and with which he continues to work.

• Vice president at Grubb & Ellis from 2007 to 2012.

• Client relationship manager at Jones Lang LaSalle (including its predecessor LaSalle Partners) from 1995 to 2007.

• Various roles in non-profit and civic leadership in the Detroit, Michigan area.

• Other RMR public client boards:

• Other Non-RMR managed public company boards:

Executive Officers

Yael Duffy, President and Chief Executive Officer (President since 2024, Chief Executive Officer since 2026)

Duffy’s background and qualifications are described above.

Donley, Chief Financial Officer and Treasurer (since 2023)

Donley is a Senior Vice President of RMR and has served in various finance and accounting leadership roles at RMR since 1997.

Donley has served as chief financial officer and treasurer of Service Properties Trust since 2019.

Donley served as chief financial officer and treasurer of ILPT from October 2022 to September 2023.

He has more than 28 years of commercial real estate experience with REITs.

Donley served as chief financial officer and treasurer of SEVN (then known as RMR Mortgage Trust and prior to that as RMR Real Estate Income Fund) from 2019 to 2021.

Donley served as our Chief Financial Officer and Treasurer when we commenced the Chapter 11 Cases on October 30, 2025;

see Part I, Item 1, “Business” in this Annual Report on Form 10-K for more information regarding the Chapter 11 Cases.

Donley is a certified public accountant.

There are no family relationships among our Trustees or executive officers.

Audit Committee

We have established an Audit Committee consisting of the following individuals, each of whom qualifies as independent within the meaning of the applicable listing rules of Nasdaq and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act:

Lamkin (Chair), Donna D.

Fraiche, Barbara D.

Gilmore, Timothy R.

Pohl, Elena B.

Poptodorova, Jeffrey P.

Somers and Mark A.

Our Board has determined that each member of our Audit Committee is financially literate and that Mr.

Lamkin is our Audit Committee’s “financial expert.”

Code of Business Conduct and Ethics and Committee Governance

Our Board is committed to corporate governance that promotes the long term interests of our shareholders.

Our Board has established Governance Guidelines that provide a framework for effective governance.

Our Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

We have also adopted a Code of Business Conduct and Ethics, or the Code, to, among other things, provide guidance to our board members, officers and RMR employees and ensure compliance with applicable laws and regulations.

Our Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee.

Our Audit Committee, Compensation Committee and Nominating and Governance Committee each have adopted a written charter, and each Board committee reviews its written charter on an annual basis to consider whether any changes are required.

Our corporate governance materials are available for review in the governance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code, information about how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Code, and how to communicate with our Trustees individually or as a group.

To access these documents on our website visit www.opireit.com.

We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code that apply to the principal executive officer, principal financial officer or controller, or persons performing similar functions, by posting such information on our website.

Insider Trading Policies and Procedures

We have adopted Insider Trading Policies and Procedures (our “Insider Trading Policy”) governing the purchase, sale, and other dispositions of our securities by our Trustees and officers, directors, officers and employees of RMR and OPI itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards.

In general, our Insider Trading Policy prohibits us and our Trustees and officers, directors and officers of RMR Inc., officers and employees of RMR and related persons from trading in our securities while aware of material, nonpublic information about us.

Our Insider Trading Policy also prohibits our Trustees and Executive Officers, directors of RMR Inc.

and executive officers of RMR from transacting in our securities during certain designated blackout periods.

In addition, our

Trustees, RMR Inc.’s directors and certain of our and RMR’s senior officers are required to obtain approval in advance of transactions in our securities.

The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to our Insider Trading Policy, a copy of which can be found as exhibit 19.1 to this Annual Report on Form 10-K.

There are no family relationships among our Trustees or executive officers.

Executive Compensation

The information required by Item 11 is incorporated by reference to our definitive Proxy Statement.

Executive Compensation.

Our compensation program for our named executive officers, or NEOs, consists of common share awards under the Share Award Plan.

Our Compensation Committee believes that these share awards recognize our executive officers’ scope of responsibilities, reward demonstrated performance and leadership, motivate future performance and further align the interests of the executive officers with those of our shareholders.

In 2025, we did not award any common shares to our named executive officers due to our restructuring efforts in 2025 and subsequent commencement of the Chapter 11 Cases.

With respect to 2025, our named executive officers collectively received aggregate base salary payments of $725,854 and aggregate discretionary cash bonuses of $890,134 from RMR.

These amounts collectively represent 3.5% of the aggregate management fees and reimbursements we paid to RMR for 2025.

On an aggregated basis, our named executive officers received 45% of their total 2025 cash compensation in the form of base salary payments and the remaining 55% in the form of discretionary cash bonuses.

RMR did not provide guaranteed cash bonuses to our named executive officers during 2025 and did not set specific performance targets on which bonuses would be payable to them.

Instead, the annual cash bonuses paid by RMR to our named executive officers in 2025 were discretionary in amount and were based on a performance evaluation conducted by certain members of RMR’s executive operating committee and presented to the compensation committee of RMR Inc.

Our named executive officers received awards of Class A Common Shares from RMR Inc.

Duffy and Mr.

Donley each received an award of 4,744 Class A Common Shares from RMR Inc.

with an award date fair value of $79,984.

The following tables and footnotes summarize the total compensation we paid to our named executive officers for 2025, who consist of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer.

Our named executive officers were our only executive officers during 2025.

For information regarding the compensation paid by us to RMR, see Item 13.

Certain Relationships and Related Transactions, and Director Independence - “Related Person Transactions”.

For information regarding the compensation paid by RMR and RMR Inc.

to the named executive officers of RMR Inc., please see the documents filed by RMR Inc.

with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and its Proxy Statement on Schedule 14A for its 2026 Annual Meeting of Shareholders.

RMR Inc.’s filings with the SEC are not incorporated by reference into this Annual Report on Form 10-K.

We do not pay our named executive officers salaries or bonuses or provide other cash compensation or employee benefits.

We may provide equity incentive compensation to our named executive officers pursuant to the terms of our Share Award Plan.

Summary Compensation Table

Name and Principal Position Year Salary Bonus Stock Awards (1)

All Other Compensation (2)

Yael Duffy, President and Chief Executive Officer (3)

2025 $ — $ — $ — $ 597 $ 597

2024 — — 69,998 456 70,454

Donley, Chief Financial Officer and Treasurer (3)

2025 — — — 587 587

2024 — — 69,998 429 70,427

(1) Represents the grant date fair value of common share awards in 2025 and 2024, as applicable, calculated in accordance with Financial Accounting Standards Board Accounting Standards CodificationTM Topic 718, “Compensation—Stock Compensation” (which equals the closing price of the shares on the award date, multiplied by the number of shares subject to the award).

No assumptions were used in this calculation.

No common shares were granted to our named executive officers during 2025.

(2) Consists of cash distributions in the applicable year on unvested common shares received in connection with cash distributions we paid to all of our shareholders.

We pay no cash compensation to our executive officers.

As noted above, our named executive officers are employees of, and are paid by, RMR for their service as our executive officers (other than the awards of common shares described herein).

(3) In 2025, our named executive officers received aggregate base salary payments of $725,854 and aggregate cash bonuses of $890,134 from RMR for the services these officers provided to RMR, OPI and the other companies to which RMR provides management services, or the RMR Clients.

2025 Outstanding Equity Awards at Fiscal Year End.

The agreements governing the common shares we awarded to our named executive officers in 2024 and prior years provide that one fifth of each award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the award date, subject to the applicable named executive officer continuing to render significant services, whether as an employee or otherwise, to us, RMR or any RMR Client or their respective affiliates and to accelerated vesting under certain circumstances.

Holders of vested and unvested common shares awarded under the Share Award Plan receive distributions that we make, if any, on our shares on the same terms as other holders of the common shares.

The following table shows the total common shares awarded by us in 2025 and prior years to our named executive officers that were unvested as of December 31, 2025:

Name and Principal Position Year Granted Number of Shares or Units of Stock That Have Not Vested (1)

Market Value of Shares or Units of Stock That Have Not Vested (2)

Yael Duffy, President and Chief Executive Officer (3)

2024 19,717 252

2023 1,600 20

Donley, Chief Financial Officer and Treasurer (4)

2024 19,717 252

2023 1,600 20

(1) The form of award agreement provides for vesting of the common shares in five equal annual installments beginning on the date of the award.

The number of common shares awarded in 2024, 2023 and 2022 includes shares awarded on September 11, 2024, September 13, 2023 and September 14, 2022, respectively.

(2) Equals the number of common shares not vested multiplied by the closing price of the common shares on December 31, 2025.

Duffy was elected as President and Chief Operating Officer effective January 1, 2024.

The common shares awarded to Ms.

Duffy in 2023 and prior years were awarded to her in her capacity as an officer and employee of RMR before becoming an executive officer of OPI.

Donley was elected as Chief Financial Officer and Treasurer effective October 1, 2023.

The common shares awarded to Mr.

Donley in 2023 and prior years were awarded to him in his capacity as an officer and employee of RMR before becoming an executive officer of OPI.

Potential Payments upon Termination or Change in Control.

The Share Award Plan and the form of share award agreement for awards made to our named executive officers provides for acceleration of vesting of all share awards upon the occurrence of certain change in control or termination events, or a Termination Event.

The following table describes the potential payments to our named executive officers upon a Termination Event, if such event had occurred, as of December 31, 2025:

Name Number of Shares Vested Upon Termination Event Value Realized on Termination Event as of December 31, 2025 (1)

Yael Duffy (2)

(1) Equals the number of unvested common shares multiplied by the closing price of the common shares on December 31, 2025.

(2) The common shares awarded to Ms.

Duffy in 2023 and prior years were awarded to her in her capacity as an officer and employee of RMR.

(3) The common shares awarded to Mr.

Donley in 2023 and prior years were awarded to him in his capacity as an officer and employee of RMR.

From time to time we have approved, and may in the future approve, the acceleration of vesting of common shares previously awarded under the Share Award Plan to former employees of RMR, which may include individuals who are our executive officers, when their employment with RMR is terminated.

For a discussion of the consequences of a Termination Event under our business and property management agreements with RMR, see the below “Related Person Transactions” section.

Pay Versus Performance.

The following tables summarize the total compensation we paid to our NEOs, compensation “actually paid” to our NEOs (calculated in accordance with SEC rules), the cumulative total shareholder return of OPI and our net income for the past three fiscal years.

None of our NEOs is employed by us.

RMR provides services that otherwise would be provided by employees, and RMR employs and pays cash compensation to our NEOs directly and in its sole discretion in connection with their services rendered to RMR, OPI and other RMR Clients.

For information regarding the compensation paid by us to RMR, see Item 13.

Certain Relationships and Related Transactions, and Director Independence - “Related Person

Transactions”.

We do not pay our NEOs salaries or bonuses or provide other cash compensation or employee benefits.

We may provide equity incentive compensation to our NEOs pursuant to the terms of our Share Award Plan.

Year Summary Compensation Table Total for Principal Executive Officer, or PEO Compensation Actually Paid to PEO Summary Compensation Table Total for PEO Compensation Actually Paid to PEO Average Summary Compensation Table Total for Non-PEO NEOs Average Compensation Actually Paid to Non-PEOs NEOs (1)

Value of initial fixed $100 Investment Based on Total Shareholder Return Net Income

2025 $ 597 $ (26,057) $ — $ — $ 587 $ (25,723) $ 0.12 $ (272,374)

2024 70,454 9,609 — — 70,427 13,852 8.93 (136,107)

Christopher J.

2023 — — 71,960 40,110 49,273 31,212 64.31 (69,432)

(1) We do not pay our NEOs salaries or bonuses or provide other cash compensation or employee benefits.

The negative values for Compensation Actually Paid reflect the decline in value of the share awards previously granted by us to our NEOs that remain unvested at year end or that vested during 2025.

The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO:

Year PEO Name Total Compensation Per Summary Compensation Table Stock Grant Amount Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year Total Equity Value Reflected in Compensation Actually Paid Compensation Actually Paid to PEO

2025 Yael Duffy $ 597 $ — $ — $ (21,514) $ — $ (5,140) $ (26,654) $ (26,057)

The only non-PEO NEO for 2025 and 2024 is Brian E.

The non-PEO NEOs for 2023 were Brian E.

Donley and Matthew C.

The following table summarizes the applicable deductions and additions for the Non-PEO NEO in the calculation of Compensation Actually Paid to the Non-PEO NEO:

Year Total Compensation Per Summary Compensation Table Stock Grant Amount Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year Total Equity Value Reflected in Compensation Actually Paid Compensation Actually Paid to PEO

2025 $ 587 $ — $ — $ (21,277) $ — $ (5,033) $ (26,310) $ (25,723)

Relationship Description.

Period Compensation Actually Paid to PEO Average Compensation Actually Paid to Non-PEO NEOs Company TSR Net Income (Loss)

2024 - 2025 (1)

Decrease by 371.2%

Decrease by 285.7%

Decrease by 98.7%

Decrease of 100.1%

2023 - 2024 (2)

Decrease by 76.0%

Decrease by 55.6%

Decrease by 86.1%

Decrease of 96.0%

(1) The decrease in compensation actually paid in 2025 reflected (i) that we did not grant any share awards in 2025 and (ii) the continued decline in the value of share awards previously granted by us to our NEOs that remained unvested at year end or that vested during 2025.

(2) The decrease in compensation actually paid in 2024 reflects the decline in value of the share awards granted by us to our NEOs.

Trustee Compensation.

Our Board believes that competitive compensation arrangements are necessary to attract and retain qualified Independent Trustees.

Under the currently effective Trustee compensation arrangements, each Independent Trustee receives an annual fee of $170,000 for services as a Trustee.

The annual fee for any new Independent Trustee is prorated for the initial year of service.

Each Independent Trustee who serves as a committee chair of our Audit Committee, Compensation Committee or Nominating and Governance Committee also receives an additional annual fee for such service of $20,000, $15,000 and $15,000, respectively, and our Lead Independent Trustee also receives an additional annual fee of $17,500 for serving in this role.

Trustees who serve as the chair of a special committee receive an additional fee.

Trustees are reimbursed for travel expenses they incur in connection with their duties as Trustees and for out of pocket costs they incur in connection with their attending certain continuing education programs.

Each Independent Trustee and Managing Trustee also receives an award of common shares annually for serving as a Trustee.

In 2025, we did not grant awards of common shares to our Trustees due to our restructuring efforts in 2025 and the subsequent Chapter 11 Cases.

Managing Trustees do not receive cash compensation for their services as Trustees.

Trustee Share Ownership Guidelines.

Our Board believes it is important to align the interests of our Trustees with those of our shareholders, and for our Trustees to hold equity ownership positions in OPI.

Accordingly, each Trustee is expected to retain at least 20,000 common shares (which number shall automatically adjust in respect of stock splits or similar events) within five years following:

(i) if elected by shareholders, the annual meeting of shareholders of OPI at which such Trustee was initially elected, or (ii) if elected by our Board, the first annual meeting of shareholders of OPI following the initial election of such Trustee to our Board.

Compliance with these ownership guidelines is measured annually.

Any Trustee who is prohibited by law or by applicable regulation of his or her employer from owning equity in OPI is exempt from this requirement.

Our Nominating and Governance Committee may consider whether exceptions should be made for any Trustee on whom this requirement could impose a financial hardship.

As of May 18, 2026, all Trustees, other than Mr.

Pohl, have met or, within the applicable period, are expected to meet, these share ownership guidelines.

Fiscal Year 2025 Trustee Compensation.

The following table details the total compensation of the Trustees for the fiscal year ended December 31, 2025 for services as a Trustee:

Name Fees Earned or Paid in Cash (1)

Stock Awards (2)

All Other Compensation Total

$ — $ — $ — $ —

Yael Duffy (3)(4)

Fraiche 185,000 — — 185,000

Gilmore 170,000 — — 170,000

Harrington (5)

Lamkin 190,000 — — 190,000

333,333 — — 333,333

Poptodorova 187,500 — — 187,500

Adam Portnoy — — — —

Somers 185,000 — — 185,000

Talley 180,000 — — 180,000

(1) The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each Independent Trustee in 2025, with the exception of Mr.

Pohl, consisting of a $170,000 annual cash fee and each of Ms.

Fraiche and Messrs.

Lamkin and Somers earned an additional $15,000, $20,000 and $15,000, respectively, for service as a committee chair in 2025.

Poptodorova earned an additional $17,500 for service as the Lead Independent Trustee.

Talley earned an additional $10,000 for his role as chair of a special committee of our Board.

(2) We did not grant any common shares awards to our Trustees during 2025.

(3) Managing Trustees do not receive cash compensation for their services as Trustees and OPI did not award shares to our Trustees during 2025.

Clark resigned as a Managing Trustee effective December 31, 2025, and Ms.

Duffy was elected as a Managing Trustee effective January 1, 2026.

Harrington served as an Independent Trustee until June 12, 2025.

(6) In connection with his election as an Independent Trustee in June 2025, we agreed to pay Mr.

Pohl (i) $50,000 per month, (ii) a per diem amount of $7,500 in certain circumstances and (iii) reimbursement of reasonable expenses incurred in connection with his service as an Independent Trustee.

Compensation Committee Interlocks and Insider Participation.

Our Compensation Committee is comprised entirely of four Independent Trustees.

No member of our Compensation Committee is a current, or during 2025 was a former, officer or employee of ours.

In 2025, none of our executive officers served (i) on the compensation committee of any entity that had one or more of its executive officers serving on our Board or our Compensation Committee or (ii) on the board of directors or board of trustees of any entity that had one or more of its executive officers serving on our Compensation Committee.

Two members of our Compensation Committee serve as independent trustees of other RMR Clients and two members of our Compensation Committee serve as compensation committee members of other public RMR Clients.

Fraiche serves as the lead independent trustee and a member of the compensation committee of Service Properties Trust.

Gilmore serves as an independent trustee and the chair of the compensation committee of Seven Hills Realty Trust.

The disclosures regarding our relationships with these foregoing entities and certain transactions with or involving them under the section entitled “Related Person Transactions” are incorporated by reference herein.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Trustees and Executive Officers.

The following table sets forth information regarding the beneficial ownership of the outstanding common shares by each Trustee, each of our named executive officers and our Trustees and executive officers as a group, all as of May 18, 2026.

Unless otherwise noted, to our knowledge, voting power and investment power in the common shares are exercisable solely by the named person and the principal business address of the named person is c/o Office Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

Name Aggregate Number of Shares Beneficially Owned (1)

Percent of Outstanding Shares (2)

Additional Information

Adam Portnoy 788,587 1.1% Includes 576,258 common shares owned by ABP Trust.

Voting and investment power with respect to common shares owned by ABP Trust may be deemed to be shared by Adam Portnoy as ABP Trust’s sole trustee.

Somers 38,739 Less than 1%

Yael Duffy 37,078 Less than 1%

Donley 36,581 Less than 1%

Fraiche 36,177 Less than 1%

Lamkin 36,177 Less than 1% Includes 36,177 common shares owned by Janet.

Lamkin and William A.

Lamkin as trustees of a trust, Trustees U/T/T 9-28-18.

Lamkin may be deemed to hold voting and investment power as a trustee and beneficiary of the trust.

Gilmore 34,939 Less than 1% Includes 750 common shares owned jointly with Ms.

Gilmore’s husband.

Poptodorova 25,607 Less than 1%

Talley 20,312 Less than 1%

Pohl — Less than 1%

All Trustees and executive officers as a group (ten persons) 1,054,197 1.4%

(1) Amounts exclude fractional shares.

(2) The percentages indicated are based on 73,941,128 as of May 18, 2026.

Principal Shareholders.

To our knowledge, based on filings with the SEC pursuant to Section 13(d) and Section 13(g) of the Exchange Act, there are no persons or entities known to be beneficial owners of more than 5.0% of the outstanding common shares.

Equity Compensation Plan Information.

11 unchanged sentences

reflected in column (a))

Equity compensation plans approved by securityholders — 2009 Plan

Equity compensation plans approved by securityholders — 2009 Plan None.

2,116,553 (1)

Equity compensation plans not approved by securityholders None.

2,116,553 (1)

(1) Consists of common shares available for issuance pursuant to the terms of the 2009 Plan.

Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2009 Plan.

Payments by us to RMR employees are described in Notes 7 and 11 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

The remainder of the information required by Item 12 is incorporated by reference to our definitive Proxy Statement.

Share awards that are forfeited will be added to the common shares available for issuance under the 2009 Plan.

We award common shares annually to our officers and to other employees of RMR who provide services to us.

We do not take into account material non-public information when determining the timing or terms of our annual awards of common shares, nor do we time disclosure of material non-public information for the purpose of affecting the value of such awards.

Because the consideration of any annual share awards by our Compensation Committee and our Board is determined on a regular schedule (i.e., in September for our officers and employees of RMR and at the first meeting of our Board after the annual meeting of shareholders for the Trustees), any proximity of any awards to earnings announcements or other market events is coincidental.

We do not currently grant stock options as part of our equity compensation for our named executive officers.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated by reference to our definitive Proxy Statement.

Trustee Independence .

Under the corporate governance listing standards of Nasdaq and our governing documents, our Board must consist of a majority of Independent Trustees.

Under our governing documents, Independent Trustees are Trustees who are not employees of RMR, are not involved in our day to day activities and who meet the qualifications for independence under the applicable rules of Nasdaq and the SEC.

Our Board affirmatively determines whether Trustees have a direct or indirect material relationship with us, including our subsidiaries, other than serving as our Trustees or trustees or directors of our subsidiaries.

In making independence determinations, our Board observes Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents.

When assessing a Trustee’s relationship with us, our Board considers all relevant facts and circumstances, not merely from the Trustee’s standpoint, but also from that of the persons or organizations with which the Trustee has an affiliation.

Based on this review, our Board has determined that Donna D.

Fraiche, Barbara D.

Gilmore, William A.

Lamkin, Timothy R.

Pohl, Elena B.

Poptodorova, Jeffrey P.

Somers and Mark A.

Talley currently qualify as independent trustees under applicable Nasdaq and SEC criteria and as Independent Trustees under our governing documents.

In making these independence determinations, our Board reviewed and discussed additional information provided by us and the Trustees with regard to each of the Trustees’ relationships with us, RMR or RMR Inc., and the RMR Clients.

Our Board has concluded that none of these seven Trustees possessed or currently possesses any relationship that could impair his, her or their judgment in connection with his, her or their duties and responsibilities as a Trustee or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

Related Person Transactions.

The descriptions of agreements in this “Related Person Transactions” section do not purport to be complete and are subject to, and qualified in their entirety by, reference to the actual agreements, copies of certain of which are filed as exhibits to this Annual Report.

A “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) or a proposed transaction in which (i) we were, are or will be a participant, (ii) the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and (iii) any related person had, has or will have a direct or indirect material interest.

A “related person” means any person who is, or at any time since January 1, 2025 was:

• a Trustee, a nominee for Trustee or an executive officer of ours;

• known to us to be the beneficial owner of more than 5.0% of the outstanding common shares when a transaction in which such person had a direct or indirect material interest occurred or existed;

• an immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of any of the persons referenced in the preceding two bullets, and any person (other than a tenant or employee) sharing the household of any of the persons referenced in the preceding two bullets;

• a firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10.0% or greater beneficial ownership interest.

We have adopted written Governance Guidelines that describe the consideration and approval of related person transactions.

Under these Governance Guidelines, we may not enter into a transaction in which any Trustee or executive officer, any member of the immediate family of any Trustee or executive officer or other related person, has or will have a direct or indirect material interest unless that transaction has been disclosed or made known to our Board and our Board reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Trustees, even if the disinterested Trustees constitute less than a quorum.

If there are no disinterested Trustees, the transaction must be reviewed, authorized and approved or ratified by both (i) the affirmative vote of a majority of our Board and (ii) the affirmative vote of a majority of the Independent Trustees.

In determining whether to approve or ratify a transaction, our Board, or disinterested Trustees or Independent Trustees, as the case may be, also act in accordance with any applicable provisions of our Declaration of Trust and Bylaws, consider all of the relevant facts and circumstances and approve only those transactions that they determine are fair and reasonable to us.

All related person transactions described herein were reviewed and approved or ratified by a majority of the disinterested Trustees or otherwise in accordance with our policies, Declaration of Trust and Bylaws, each as described above, and Maryland law.

In the case of any transactions with us by employees of RMR and its subsidiaries who are subject to the Code but who are not our Trustees or executive officers, the employee must seek approval from an executive officer who has no interest in the matter for which approval is being requested.

Copies of our Governance Guidelines and the Code are available on our website, www.opireit.com .

Relationships with RMR and Others Related to It .

We have relationships and historical and continuing transactions with RMR, RMR Inc.

and others relating to them, including other RMR Clients, some of which have trustees, directors or officers who are also our Trustees or officers.

is the managing member of RMR.

Management Agreements with RMR .

We have no employees.

The personnel and various services we require to operate our business are provided to us by RMR.

We have two agreements with RMR to provide management services to us:

(i) a business management agreement, which relates to our business generally, and (ii) a property management agreement, which relates to our property level operations.

For a description of the terms of our business management agreement and our property management agreement with RMR, please see Note 6 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Amended and Restated Management Agreements with RMR.

Pursuant to the Plan, the existing management agreements with RMR will be amended and reinstated upon the effective date of the Plan.

The initial term of the new management agreements will be five years, with the annual fee under the business management agreement set at $14.0 million per year for the first two years and the fees under our property management agreements being consistent with the fees under the existing property management agreement.

In addition to the management fees, the Plan contemplates that we will implement a management incentive plan and, pursuant thereto, we will issue to RMR, on the effective date of the Plan, 2% of the reorganized common equity, and, following the effective date, we will issue up to an additional 8% of the reorganized common equity based on the satisfaction of certain financial tests.

Our current management agreements with RMR will remain in effect during the pendency of the Chapter 11 Cases, and RMR will continue to manage our business in the ordinary course.

Pursuant to our business management agreement with RMR, we recognized net business management fees of approximately $12.3 million and $13.1 million for the years ended December 31, 2025 and 2024, respectively, which amounts reflect a reduction of approximately $0.6 million for the amortization of the liability we recorded in accordance with GAAP in connection with our former investment in RMR Inc.

in June 2015.

No incentive management fee was payable to RMR under our business management agreement for the years ended December 31, 2025 or 2024.

Pursuant to our property management agreement with RMR, we recognized aggregate net property management and construction supervision fees of approximately $12.5 million and $16.5 million for the years ended December 31, 2025 and 2024, respectively, which amounts reflect a

reduction of approximately $0.5 million for the amortization of the liability we recorded in accordance with GAAP in connection with our former investment in RMR Inc.

in June 2015.

Expense Reimbursement .

We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf.

We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function and as otherwise agreed.

Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR.

We reimbursed RMR approximately $20.8 million and $25.8 million for these expenses and costs for the years ended December 31, 2025 and 2024, respectively.

RMR Credit Agreement and Security Agreement .

In January 2025, in connection with a $100 million credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements with RMR under the security agreement.

For more information regarding our consent to the pledge and assignment, please see Note 6 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Management Agreements between our Joint Venture and RMR .

RMR provides management services to our unconsolidated joint venture.

We are not obligated to pay management fees to RMR under our management agreements with RMR for the services it provides regarding the joint venture.

The joint venture pays management fees directly to RMR.

Share Awards to RMR Employees.

We may award common shares to our officers and other employees of RMR annually.

Generally, one fifth of these awards vests on the date of the awards and one fifth vests on each of the next four anniversaries of the dates of the awards.

During 2024, we awarded to our officers and other employees of RMR annual awards of 544,555 common shares, valued at approximately $1.2 million for the year, in aggregate, based upon the closing price of our common shares on Nasdaq on the date the awards were made under our equity compensation plan.

We did not award any common shares to our officers or other employees of RMR during 2025.

The share awards to RMR employees are in addition to the share awards made to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR.

We did not award any common shares to our Trustees during 2025.

During 2025 and 2024, we purchased 50,816 and 85,338 common shares, at the closing price of our common shares on Nasdaq on the date of purchase, from certain of our Trustees and officers and other employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of the common shares.

On occasion, we have entered into arrangements with former employees of RMR in connection with the termination of their employment with RMR, providing for the acceleration of vesting of common share awards previously awarded to them under our equity compensation plans.

We did not accelerate the vesting of any of our common shares during the year ended December 31, 2025.

The aggregate value of the common share awards we so accelerated, measured as of the effective dates of acceleration, was approximately $0.01 million, in aggregate, for the year ended December 31, 2024.

Additionally, each of our executive officers during 2025 and 2024 received share awards of RMR Inc.

and other RMR Clients in their capacities as officers or employees of RMR.

Leases with RMR .

We lease office space to RMR in certain of our properties for RMR’s property management offices.

Pursuant to our lease agreements with RMR, we recognized rental income from RMR for leased office space of approximately $0.8 million for the years ended December 31, 2025 and 2024.

Our office space leases with RMR are terminable by RMR if our management agreements with RMR are terminated.

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

pursuant to a lease with a subsidiary of Sonesta, or the Sonesta Lease.

We terminated the Sonesta Lease, effective January 1, 2025.

The Sonesta Lease commenced in August 2023 and was amended in September 2024 to expand the premises by 5,900 rentable square feet.

Pursuant to the amended Sonesta Lease, Sonesta was required to pay us annual base rent of approximately $0.7 million beginning February 2025, and the annual base rent would have increased by 10% every five years throughout the term.

Sonesta was also obligated to pay its pro rata share of the operating costs for the property.

We recognized rental income of $12.4 million in 2024 under the Sonesta Lease.

As of December 31, 2024, we had paid approximately $76.8 million of tenant improvement costs for the build out of the hotel space pursuant to the Sonesta Lease.

Effective January 1, 2025, we entered into a management agreement with Sonesta, or the Sonesta Management Agreement, to replace the Sonesta Lease.

For more information about the terms of the Sonesta Management Agreement, please see Note 7 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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

Clark, our former Managing Trustee was also a director of Sonesta until her resignation from

these positions, effective December 31, 2025, in connection with her retirement.

An officer of RMR was a director and the president and chief executive officer of Sonesta until his resignation from these positions, effective March 31, 2025, in connection with his retirement.

An executive officer of RMR was appointed co-chief executive officer of Sonesta, effective April 1, 2026.

Directors’ and Officers’ Liability Insurance.

We previously participated in a combined directors’ and officers’ liability insurance policy with RMR Inc.

and certain other RMR Clients.

We paid a premium of $0.1 million for this coverage for the policy years ending September 30, 2024 and 2025.

The foregoing descriptions of our agreements with RMR Inc., RMR, and other related persons are summaries and are qualified in their entirety by the terms of the agreements.

A further description of the terms of certain of those agreements is included in Note 6 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

In addition, copies of certain of the agreements evidencing these relationships are filed with the SEC and may be obtained from the SEC’s website, www.sec.gov.

We may engage in additional transactions with related persons, including businesses to which RMR provides management services.

Principal Accountant Fees and Services

The information required by Item 14 is incorporated by reference to our definitive Proxy Statement.

Audit Fees and All Other Fees.

The following table shows the fees for audit and other services provide to us by our auditors, Deloitte & Touche, LLP, or Deloitte, for the years ended December 31, 2025 and 2024:

2025 Fees 2024 Fees

Audit Fees $ 1,156,123 $ 873,200

Audit Related Fees — 32,250

Tax Fees 53,524 8,100

All Other Fees 948 948

This category includes fees associated with the annual financial statements audit and related audit procedures, the audit of internal control over financial reporting, work performed in connection with any registration statements and any applicable Current Reports on Form 8-K and the review of any of our Quarterly Reports on Form 10-Q.

Audit Related Fees.

This category consists of services that are reasonably related to the performance of the audit or review of financial statements and are not included in “Audit Fees.” These services principally include due diligence in connection with acquisitions, consultation on accounting and internal control matters, audits in connection with proposed or consummated acquisitions, information systems audits and other attest services.

This category consists of fees for tax services, including tax compliance, tax advice and tax planning.

All Other Fees.

This category consists of services that are not included in the above categories.

The amounts for 2025 and 2024 reflect annual subscription fees for Deloitte’s online accounting research application.

Audit Committee Pre-Approval of Audit And Permissible Non-Audit Services of Independent Auditors.

Our Audit Committee has established policies and procedures that are intended to control the services provided by our independent auditors and to monitor their continuing independence.

Under these policies, our independent auditors may not undertake any services unless the engagement is specifically approved by our Audit Committee or the services are included within a category that has been approved by our Audit Committee.

The maximum charge for services is established by our Audit Committee when the specific engagement or the category of services is approved.

In certain circumstances, our management is required to notify our Audit Committee when approved services are undertaken and our Audit Committee or its Chair may approve amendments or modifications to the engagement or the maximum fees.

Our internal audit provider is responsible for reporting to our Audit Committee regarding compliance with these policies and procedures.

Our Audit Committee will not approve engagements of our independent auditors to perform non-audit services for us if doing so will cause our independent auditors to cease to be independent within the meaning of applicable SEC or Nasdaq rules.

In other circumstances, our Audit Committee considers, among other things, whether our independent auditors are able to provide the required services in a more or less effective and efficient manner than other available service providers and whether the services are consistent with the Public Company Accounting Oversight Board’s rules.

All services for which we engaged Deloitte in fiscal 2025 and 2024 were approved by our Audit Committee.

The total fees for audit and non-audit services provided by Deloitte in fiscal 2025 and 2024 are set forth above and include estimated fee amounts.

Our Audit Committee approved the engagement of Deloitte in fiscal 2025 and 2024 to provide the non-audit services described above because it determined that Deloitte providing these services would not compromise Deloitte’s independence and that Deloitte’s familiarity with our record keeping and accounting systems would permit it to provide these services with equal or higher quality, more quickly and at a lower cost than we could obtain comparable quality services from other providers.

Exhibits and Financial Statement Schedules

10 unchanged sentences

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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.)

(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.

29 unchanged sentences

4.9 Indenture, dated as of October 8, 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.

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 October 9, 2024.)

2 unchanged sentences

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

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

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.

(Filed herewith.)

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

(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.

(Filed herewith.)

(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.)

4.14 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.

1 unchanged sentence

4.15 Description of Securities.

(Filed herewith.)

8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters.

(Filed herewith.)

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

10.1 Second Amended and Restated Business Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC (f/k/a Reit Management & Research LLC).

6 unchanged sentences

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

10.5 Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan.

(+) (Incorporated by reference to the Company's Current Report on Form 8-K filed on May 28, 2020.)

10.5 Second Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan.

(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 16, 2025.)

10.6 Form of Share Award Agreement.

3 unchanged sentences

10.8 Form of Indemnification Agreement.

(+) (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2023.)

(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.)

10.9 Second Amended and Restated Credit Agreement, dated as of January 29, 2024, among the Company, certain subsidiaries of the Company named therein, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions initially a signatory thereto.

6 unchanged sentences

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 25, 2024.)

10.13 Sales Agreement, dated as of March 14, 2025, between the Company and Clear Street LLC.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 14, 2025.)

10.14 Restructuring Support Agreement, dated as of October 30, 2025, by and among the Company, certain of its subsidiaries, The RMR Group LLC, and the other parties thereto, including the Restructuring Term Sheet attached thereto.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 31, 2025.)

10.15 Secured Debtor-in-Possession Term Loan Credit Agreement, dated as of November 6, 2025, 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 November 6, 2025.)

19.1 Insider Trading Policies and Procedures.

2 unchanged sentences

(Filed herewith.)

23.1 Consent of Deloitte & Touche LLP.

(Filed herewith.)

23.2 Consent of Sullivan & Worcester LLP.

(Contained in Exhibit 8.1.)

31.1 Rule 13a-14(a) Certification.

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(Filed herewith.)

31.3 Rule 13a-14(a) Certification.

(Filed herewith.)

31.4 Rule 13a-14(a) Certification.

(Filed herewith.)

32.1 Section 1350 Certification.

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(+) Management contract or compensatory plan or arrangement.

† This document was previously filed as Exhibit 19.1 to our Annual Report on Form 10‑K for the year ended December 31, 2024, filed with the SEC on February 13, 2025, and is being refiled to correct a scrivener’s error.

Form 10-K Summary

2 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Office Properties Income Trust (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Office Properties Income Trust (“Debtor-in-Possession”) (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes to the consolidated financial statements and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has insufficient liquidity and limited debt or equity financing alternatives to satisfy its upcoming debt obligations, which raises substantial doubt about its ability to continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has insufficient liquidity to satisfy its obligations as they come due, limited alternatives available to it to obtain debt or equity financing, an inability to refinance its maturing debt, and has filed for reorganization under Chapter 11 of the U.S.

Bankruptcy Code, which raises substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Bankruptcy Proceedings

As discussed in Note 1 to the financial statements, the Company has filed for reorganization under Chapter 11 of the U.S.

Bankruptcy Code.

The accompanying financial statements do not purport to reflect or provide for the consequences of the bankruptcy proceedings.

In particular, such financial statements do not purport to show (1) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities;

(2) as to prepetition liabilities, the settlement amounts for allowed claims, or the status and priority thereof;

(3) as to shareholder accounts, the effect of any changes that may be made in the capitalization of the Company;

or (4) as to operations, the effect of any changes that may be made in its business.

Basis for Opinion

16 unchanged sentences

These real estate properties are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate property may not be recoverable.

Impairment indicators may

include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company’s decision to dispose of a property before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of a property.

Impairment indicators may include declining tenant occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company’s decision to dispose of a property before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of a property.

If indicators of impairment are identified for any real estate property, the Company evaluates the recoverability of that real estate property by comparing undiscounted future cash flows expected to be generated by the real estate property over the Company’s expected remaining hold period to the respective carrying amount.

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Boston, Massachusetts

February 13, 2025

March 10, 2026, except for Notes 1, 7, 9, and the Schedule listed in the Index at Item 15(a), as to which the date is May 22, 2026

We have served as the Company’s auditor since 2020.

2 unchanged sentences

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Office Properties Income Trust (the "Company") as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have audited the internal control over financial reporting of Office Properties Income Trust (“Debtor-in-Possession”) (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 10, 2026, except for Notes 1, 7, 9, and the Schedule listed in the Index at Item 15(a), as to which the date is May 22, 2026, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding going concern and an emphasis of a matter paragraph on bankruptcy proceedings.

Basis for Opinion

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 13, 2025

March 10, 2026, except for Notes 1, 7, 9, and the Schedule listed in the Index at Item 15(a), as to which the date is May 22, 2026

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

CONSOLIDATED BALANCE SHEETS

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Assets of properties held for sale — 32,199

Investments in unconsolidated joint ventures 17,370 18,128

Investment in unconsolidated joint venture 16,965 17,370

Acquired real estate leases, net 150,254 193,739

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Rents receivable 164,114 155,668

Due from related persons 231 —

Deferred leasing costs, net 98,268 97,642

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Assumed real estate lease obligations, net 8,374 9,525

Total liabilities not subject to compromise

1,029,476 2,669,482

Liabilities subject to compromise 1,578,133 —

Total liabilities 2,607,609 2,669,482

4 unchanged sentences

Additional paid in capital 2,658,471 2,656,548

Cumulative net (loss) income ( 35,933 ) 100,174

Cumulative net loss ( 308,307 ) ( 35,933 )

Cumulative common distributions ( 1,469,916 ) ( 1,468,509 )

3 unchanged sentences

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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Total expenses 436,235 595,823

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

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

Interest and other income 3,146 3,668

1 unchanged sentence

( 203,454 ) ( 163,745 )

Gain on early extinguishment of debt 126,185 —

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

Reorganization items, net ( 78,333 ) —

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

1 unchanged sentence

Equity in net losses of investees ( 405 ) ( 758 )

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

Net loss ( 272,374 ) ( 136,107 )

4 unchanged sentences

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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Balance at December 31, 2023 48,755,415 $ 488 $ 2,621,493 $ 100,174 $ ( 1,466,476 ) $ 1,255,679

Issuance of common shares 20,505,468 205 33,591 — — 33,796

Common share grants 649,198 6 1,655 — — 1,661

Common share forfeitures and repurchases ( 52,029 ) — ( 305 ) — — ( 305 )

Common share repurchases ( 85,338 ) ( 1 ) ( 191 ) — — ( 192 )

Net loss — — — ( 136,107 ) — ( 136,107 )

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Common share grants — — 893 — — 893

Common share repurchases ( 85,338 ) ( 1 ) ( 191 ) — — ( 192 )

Common share forfeitures and repurchases ( 55,304 ) ( 1 ) ( 34 ) — — ( 35 )

Net loss — — — ( 272,374 ) — ( 272,374 )

3 unchanged sentences

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Net loss $ ( 272,374 ) $ ( 136,107 )

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

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

Depreciation 121,856 118,710

2 unchanged sentences

Amortization of deferred leasing costs 14,402 12,990

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

(Gain) loss on sale of real estate

( 916 ) 7,410

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

Gain on early extinguishment of debt ( 138,603 ) —

Net gain on early extinguishment of debt

( 1,146 ) ( 138,603 )

Non-cash reorganization items

Straight line rental income ( 23,074 ) ( 31,102 )

1 unchanged sentence

Equity in net losses of investees 405 758

Impairment loss on equity method investment

Change in assets and liabilities:

Rents receivable 2,409 5,999

Due from related persons ( 231 ) —

Deferred leasing costs ( 18,819 ) ( 22,969 )

2 unchanged sentences

Due to related persons ( 1,182 ) ( 1,156 )

Net cash provided by operating activities 67,167 141,726

Net cash (used in) provided by operating activities

( 6,569 ) 67,167

CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate acquisitions — ( 2,785 )

Real estate improvements ( 37,635 ) ( 123,376 )

Proceeds from sale of property, net 39,827 189,986

Contributions to unconsolidated joint ventures — ( 5,213 )

Net cash used in investing activities 66,610 ( 194,821 )

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of mortgage notes payable — ( 50,000 )

Proceeds from issuance of mortgage notes payable — 177,320

Repayment of senior unsecured notes ( 171,600 ) ( 350,242 )

Proceeds from issuance of senior secured notes — 338,986

Repayment of senior secured notes ( 26,998 ) —

Borrowings on revolving credit facility — 452,000

1 unchanged sentence

Borrowings on secured term loan — 100,000

Borrowings on debtor-in-possession secured term loan

Payment of debt issuance costs ( 1,196 ) ( 91,845 )

Proceeds from issuance of common shares, net 1,106 —

Repurchases of common shares ( 32 ) ( 192 )

Distribution to common shareholders ( 2,033 ) ( 63,187 )

Net cash provided by (used in) financing activities 114,674 67,560

Increase in cash, cash equivalents and restricted cash 248,451 14,465

Distributions to common shareholders ( 1,407 ) ( 2,033 )

Net cash (used in) provided by financing activities

( 190,127 ) 114,674

(Decrease) increase in cash, cash equivalents and restricted cash

( 194,504 ) 248,451

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

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OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

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Interest paid

$ 130,554 $ 145,326

Income taxes paid

Cash paid for reorganization costs

NON-CASH INVESTING ACTIVITIES:

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NON-CASH FINANCING ACTIVITIES:

Extinguishment of unsecured senior notes in exchange for senior priority guaranteed unsecured notes

$ ( 6,537 ) $ —

Extinguishment of unsecured senior notes in exchange for senior secured notes and common shares $ — $ ( 180,548 )

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Restricted cash 51,175 13,847

Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 275,165 $ 26,714

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows $ 80,661 $ 275,165

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

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Office Properties Income Trust and its consolidated subsidiaries, or OPI, we, us or our, is a real estate investment trust, or REIT, formed in 2009 under Maryland law.

Office Properties Income Trust, or OPI, and its consolidated subsidiaries, or, together with OPI, we, us or our, is a real estate investment trust, or REIT, formed in 2009 under Maryland law.

As of December 31, 2025, our wholly owned properties were comprised of 122 properties containing approximately 17,113,000 rentable square feet and we had a noncontrolling ownership interest of 51 % in an unconsolidated joint venture that owned two properties totaling approximately 346,000 rentable square feet.

Chapter 11 Bankruptcy Proceedings

On October 30, 2025, or the Petition Date, OPI and certain of its subsidiaries, or the Debtors, voluntarily commenced cases, or the Chapter 11 Cases, under chapter 11 of title 11, or Chapter 11, of the United States Code, or the Bankruptcy Code, in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, or the Bankruptcy Court.

In connection with the filing of the Chapter 11 Cases, OPI entered into a Restructuring Support Agreement, or the RSA, with certain holders of our 9.00 % senior secured notes due September 2029, or the September 2029 Notes, to implement a court-supervised financial restructuring pursuant to the transactions contemplated in the RSA.

In connection with the Chapter 11 Cases, certain holders of the September 2029 Notes provided OPI with a $ 125,000 debtor-in-possession financing, or the DIP Facility, which was approved by the Bankruptcy Court on a final basis on February 4, 2026.

See Note 9 for more information regarding the DIP Facility.

The Debtors continue to operate their 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, the Debtors are authorized to pay all debts and honor all obligations arising in the ordinary course of our business after the Petition Date.

However, generally, the Debtors 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 the Chapter 11 Cases 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 our prearranged plan of reorganization may not become effective.

On April 21, 2026, the Debtors filed the Fourth Amended Joint Chapter 11 Plan of Reorganization of Office Properties Income Trust and Its Debtor Affiliates, or the Plan.

On April 22, 2026, the Bankruptcy Court entered the Order Confirming Fourth Amended Joint Chapter 11 Plan of Reorganization of Office Properties Income Trust and Its Debtor Affiliates confirming the Plan.

After the satisfaction or waiver of the conditions precedent to the effectiveness of the Plan, the Debtors intend to effect the transactions contemplated by the Plan and emerge from Chapter 11 protection.

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 generally contemplates, among other things, that the following transactions and creditor treatment will be implemented:

• Holders of the September 2029 Notes will convert their debt into (i) $ 300,000 in newly issued 10.000 % senior secured notes due 2031, or the Secured Exit Notes, and (ii) up to $ 120,000 of Secured Exit Notes and $ 98,000 in newly issued shares of the reorganized common equity (subject to dilution pursuant to the Plan), or the Recovery Pool;

certain holders of the September 2029 Notes will be able to elect any combination of Secured Exit Notes and reorganized common equity up to their pro rata portion of the Recovery Pool, while the non-electing holders will receive their fixed pro rata portion of the Recovery Pool;

• Holders of our 3.25 % Senior Secured Notes due 2027 will convert their debt into $ 385,000 in newly issued 8.375 % senior secured notes due 2029, or the New 2029 Secured Notes, to be issued by a wholly owned subsidiary of OPI;

• Holders of our 8.00 % senior priority guaranteed unsecured notes due 2030, or the 2030 Notes, will receive 100 % of their claims in newly issued shares of the reorganized common equity (subject to dilution pursuant to the Plan);

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

• Our existing secured revolving credit facility and term loan will be amended and restated;

• Our 9.00 % Senior Secured Notes due March 2029 will be reinstated and rendered unimpaired;

• Any claims under our mortgage notes will be unimpaired;

• Holders of DIP Facility claims will receive (x) newly issued shares of the reorganized common equity (subject to dilution pursuant to the Plan) at a discount to Plan value of 37 %;

(y) in respect of the upfront fee under the DIP Facility, reorganized common equity (subject to dilution pursuant to the Plan) to be issued at a discount to Plan value of 37 % and (z) in respect of the anchor capital commitment fee and the exit fee under the DIP Facility, reorganized common equity (subject to dilution pursuant to the Plan) to be issued at Plan value;

• Holders of our other series of unsecured notes and certain unsecured deficiency claims will be treated as follows:

▪ Holders of our other series of unsecured notes will receive their pro rata share of 6.3 % of newly issued shares of the reorganized common equity (subject to dilution pursuant to the Plan), new warrants and the opportunity to participate in an equity rights offering in the aggregate amount of $ 35,000 ;

▪ Holders of unsecured deficiency claims relating to the September 2029 Notes will receive their pro rata share of 5.3 % of newly issued shares of the reorganized common equity (subject to dilution pursuant to the Plan);

• Allowed administrative claims, priority tax claims, other secured claims, trade and vendor claims and other priority claims will be paid in full in cash or receive such other treatment reinstating such claims or rendering such claims unimpaired;

• Other general unsecured claims that are allowed for $ 25 or less will be paid in full in cash and other general unsecured claims that are allowed for more than $ 25 may receive $ 25 in cash;

• Holders of our common shares prior to the effective date of the Plan will not receive any distribution and such common shares will be cancelled, released and discharged on the effective date of the Plan.

The Plan also contemplates a new business management agreement and new property management agreements with The RMR Group LLC, or RMR, which agreements would take effect upon effectiveness of the Plan.

The initial term of the new management agreements will be five years , with the annual fee under the business management agreement set at $ 14,000 per year for the first two years and the fees under our property management agreements being consistent with the fees under the existing property management agreement.

In addition to the management fees, the Plan contemplates that we will issue to RMR, on the effective date of the Plan, 2 % of the reorganized common equity, and, following the effective date of the Plan, we may issue up to an additional 8 % of the reorganized common equity based on the satisfaction of certain financial tests.

Our current management agreements with RMR will remain in effect during the pendency of the Chapter 11 Cases, and RMR will continue to manage our business in the ordinary course.

See Note 6 for more information regarding our existing management agreements with RMR.

Under the Bankruptcy Code, we may assume, modify, assign or reject certain executory contracts and unexpired leases, including, without limitation, leases of real property and equipment, subject to the approval of the Bankruptcy Court and to certain other conditions.

Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves us from performing the future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach.

Generally, the assumption of an executory contract or unexpired lease requires us to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance.

Accordingly, any description of an executory contract or unexpired lease in these financial statements including, where applicable, the express termination rights thereunder or a quantification of their obligations, must be read in conjunction with, and is qualified by, any overriding rejection rights we have under the Bankruptcy Code.

The Plan has not yet become effective as of the date of issuance of these financial statements.

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.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Going Concern

Our portfolio has been adversely affected by shifts in office space utilization, including increased remote work arrangements and tenants consolidating their real estate footprint.

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.

In addition, there are limited debt or equity financing alternatives available to us to refinance our debt and financing sources we have utilized have increased our cost of capital.

The duration and ultimate impact of these factors on our properties and our business remains uncertain and subject to change;

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

As of February 13, 2025, our total available liquidity was comprised of $ 113,000 of cash and, in addition to long-term debt, 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.

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

However, we are not able to conclude that it is probable that these strategies will allow us to satisfy our upcoming debt obligations and maturities.

If we are unable to consummate transactions allowing us to refinance our maturing debt, our Board of Trustees may consider a reorganization in a bankruptcy court.

As a result of the foregoing, we have concluded that there is substantial doubt about our ability to continue as a going concern.

The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

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 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.

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.

The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles, or GAAP, applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

Basis of Presentation.

These consolidated financial statements include the accounts of us and our subsidiaries, all of which are wholly owned directly or indirectly by us.

These consolidated financial statements include the accounts of OPI and its subsidiaries, all of which are wholly owned directly or indirectly by OPI.

All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated.

Financial Reporting during Bankruptcy Proceedings.

We began to apply Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 852, Reorganizations, effective on the Petition Date, which specifies the accounting and financial reporting requirements for entities reorganizing through Chapter 11 bankruptcy proceedings.

These requirements include distinguishing transactions directly associated with the reorganization from activities related to the ongoing operations of the business within the financial statements for periods subsequent to the Petition Date.

Expenses, realized gains and losses, and provisions for losses that are directly associated with reorganization proceedings must be reported separately as reorganization items, net in the consolidated statement of comprehensive income (loss).

In addition, the consolidated balance sheet must distinguish certain liabilities subject to compromise, or LSTC.

LSTC are pre-petition obligations that are not fully secured and have at least a possibility of not being repaid at the full claim amount.

Where there is uncertainty about whether a secured claim will be paid or impaired pursuant to the Chapter 11 Cases, we have classified the entire amount of the claim as LSTC.

Upon emergence from bankruptcy on the effective date of the Plan, we expect to qualify for fresh-start reporting.

In order to qualify for fresh-start reporting (i) the holders of existing voting shares of OPI prior to its emergence must receive less than 50 % of the outstanding voting shares of the reorganized company following its emergence from bankruptcy and (ii) the reorganization value of OPI’s assets immediately prior to confirmation of the Plan must be less than the post-petition liabilities and allowed claims.

Under the principles of fresh-start reporting, a new reporting entity, or the Successor, will be considered to have been created, and, as a result, the Successor will allocate the reorganization value of the Successor to its individual assets based on their estimated fair values.

Liabilities Subject to Compromise.

As of December 31, 2025, we reclassified certain LSTC in our consolidated balance sheet.

These liabilities are reported at the amounts expected to be allowed as claims by the Bankruptcy Court.

The amounts are preliminary and may be subject to future adjustments depending on Bankruptcy Court actions, developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims,

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

rejection of executory contracts, continued reconciliation or other events.

The following table presents LSTC as of December 31, 2025:

As of December 31, 2025

Debt $ 1,519,069

Accrued interest 42,230

Accounts payable and other liabilities

Total liabilities subject to compromise $ 1,578,133

The determination of how liabilities will ultimately be settled or treated cannot be made until the Bankruptcy Court confirms a Chapter 11 plan of reorganization and such plan becomes effective.

Accordingly, we cannot determine the ultimate amount of such liabilities at this time.

Contractual interest.

Effective as of the Petition Date, we ceased accruing interest expense on our unsecured debt instruments.

As a result, we did not recognize $ 3,521 of aggregate contractual interest expense during the year ended December 31, 2025 that would have otherwise been recorded under these instruments.

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.

Reorganization items, net from the Petition Date through December 31, 2025 include the following:

Year Ended December 31, 2025

Professional fees $ 29,885

Debt valuation adjustments 25,429

Debt issuance costs 23,019

Total reorganization items, net $ 78,333

Real Estate Properties.

3 unchanged sentences

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

30 unchanged sentences

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12 unchanged sentences

Restricted Cash.

Restricted cash consists of amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our mortgage debts.

Restricted cash consists of amounts segregated related to the activity of the properties secured by our credit facility and term loan, escrowed for professional fees, utility deposits, borrowings under the DIP Facility and amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our mortgage debts.

Deferred Leasing Costs .

7 unchanged sentences

Costs related to the issuance or assumption of debt are capitalized and amortized to interest expense over the terms of the respective loans.

Debt issuance costs, net of accumulated amortization, for our $ 325,000 secured revolving credit facility and our prior $ 750,000 unsecured revolving credit facility, or our prior revolving credit facility, are included in other assets in our consolidated balance sheets.

As of December 31, 2024, debt issuance costs for our revolving credit facility were $ 7,838 and accumulated amortization of debt issuance costs for our revolving credit facility was $ 2,396 .

As of December 31, 2023, debt issuance costs for our prior revolving credit facility were $ 5,328 and accumulated amortization of debt issuance costs for our prior revolving credit facility was $ 5,240 .

Debt issuance costs, net of accumulated amortization, for our $ 325,000 secured revolving credit facility are included in other assets in our consolidated balance sheets.

As of December 31, 2025 and 2024, debt issuance costs for our revolving credit facility were $ 7,838 and accumulated amortization of debt issuance costs for our revolving credit facility were $ 4,995 and $ 2,396 , respectively.

Debt issuance costs for the DIP Facility are expensed as incurred and included in reorganization items, net in our consolidated statement of comprehensive net income (loss).

Debt issuance costs, net of accumulated amortization, for our senior notes, term loan and mortgage notes payable are presented as a direct deduction from the associated debt liability in our consolidated balance sheets.

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See Note 4 for more information regarding our unconsolidated joint ventures.

We periodically evaluate our equity method investments for possible indicators of other than temporary impairment whenever events or changes in circumstances indicate the carrying amount of the investment might not be recoverable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

indicators may include the length of time and the extent to which the market value of our investment is below our carrying value, the financial condition of our investees, our intent and ability to be a long term holder of the investment and other considerations.

These indicators may include the length of time and the extent to which the market value of our investment is below our carrying value, the financial condition of our investees, our intent and ability to be a long term holder of the investment and other considerations.

If the decline in fair value is judged to be other than temporary, we record an impairment charge to adjust the basis of the investment to its estimated fair value.

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We have made the policy election to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as those of the lease components.

We apply Accounting Standards Codification 842, Leases , to the combined component.

We apply ASC Topic 842, Leases , to the combined component.

Income derived by our leases is recorded in rental income in our consolidated statements of comprehensive income (loss).

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Significant estimates in the consolidated financial statements include purchase price allocations, useful lives of fixed assets and assessment of impairment of real estate and the related intangibles.

New Accounting Pronouncements.

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires public entities, including those with a single reportable segment, to:

(i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the chief operating decision maker, or the CODM, and included in each reported measure of segment profit or loss;

(ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Accounting Standards Codification 280, Segment Reporting , in interim periods;

and (iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures.

2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments.

We adopted ASU No.

2023-07 effective December 31, 2024.

As a result we have included additional information related to the required disclosures within Note 12 to our consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

In December 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statements Expenses , which requires public entities to provide disaggregated disclosure of certain income statement expense captions within the footnotes to the financial statements.

2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact ASU 2024-03 will have on our consolidated financial statements.

Per Common Share Amounts

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Real Estate Properties

As of December 31, 2024, our wholly owned properties were comprised of 128 properties containing approximately 17,763,000 rentable square feet, with an undepreciated carrying value of $ 3,699,294 , including $ 41,735 classified as held for sale.

As of December 31, 2025, our 122 wholly owned properties contained approximately 17,113,000 rentable square feet, with an undepreciated carrying value of $ 3,676,695 .

We also had a noncontrolling ownership interest of 51 % in an unconsolidated joint venture that owned two properties containing approximately 346,000 rentable square feet.

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As of December 31, 2025, we had estimated unspent leasing related obligations of $ 55,076 .

Acquisition Activities

2024 Acquisition Activities

We did not acquire any properties during the year ended December 31, 2024.

2023 Acquisition Activities

In December 2023, we acquired a vacant land parcel adjacent to a property we own in Irving, TX for $ 2,750 , excluding acquisition related costs.

Disposition Activities

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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2025 Disposition Activities

During the year ended December 31, 2025, we sold six properties containing approximately 406,000 rentable square feet for an aggregate sales price of $ 40,088 , excluding closing costs.

Date of Sale Number of Properties Location Rentable Square Feet Gross

Sales Price (1)

Gain (Loss) on Sale of Real Estate Loss on Impairment of Real Estate

February 2025 1 Parsippany, NJ

100,000 $ 5,750 $ ( 4,641 ) $ —

February 2025 2 Santa Clara, CA 149,000 21,150 42 —

July 2025 1 Detroit, MI 56,000 2,150 27 ( 2,048 )

December 2025 2 Tempe, AZ 101,000 11,038 5,488 —

6 406,000 $ 40,088 $ 916 $ ( 2,048 )

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

2024 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.

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

(2) Property was classified as held for sale as of December 31, 2023.

We recorded an $ 11,299 loss on impairment of real estate during the year ended December 31, 2023 to reduce the carrying value of this property to its estimated fair value less costs to sell as of December 31, 2023.

As of December 31, 2024, we had six properties, that are under agreement to sell for an aggregate sales price of $ 54,763 , excluding closing costs, five of which are classified as held for sale in our consolidated balance sheet, as summarized below:

Date of Sale Agreement Number of Properties Location Rentable Square Feet Gross Sales Price (1)

(Loss) on Impairment of Real Estate

September 2024 2 Santa Clara, CA 149,000 $ 21,150 $ ( 11,041 )

October 2024 2 Tempe, AZ 101,000 10,738 —

December 2024 1 Detroit, MI 56,000 4,750 ( 8,001 )

December 2024 1 Reston, VA (2)

275,000 18,125 —

6 581,000 $ 54,763 $ ( 19,042 )

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

(2) Property did not meet held for sale criteria as of December 31, 2024.

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

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

See Note 10 for more information regarding our properties held for sale.

We also recorded a $ 12,017 loss on impairment of real estate to reduce the carrying value of one property that was classified as held for sale to its estimated fair value, less costs to sell as of June 30, 2024.

Subsequently, we removed this property from held for sale status due to a change of plan for sale and recorded an additional loss on impairment of $ 2,573 to reduce the carrying value of this property to its estimated fair value as of September 30, 2024.

Unconsolidated Joint Venture

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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.

2023 Disposition Activities

During the year ended December 31, 2023, we sold eight properties containing approximately 553,000 rentable square feet for an aggregate sales price of $ 44,874 , excluding closing costs.

Date of Sale Number of Properties Location Rentable Square Feet Gross

Sales Price (1)

Gain (Loss) on Sale of Real Estate

January 2023 3 Richmond, VA (2)

89,000 $ 5,350 $ 2,548

April 2023 1 Phoenix, AZ 107,000 4,900 511

June 2023 1 Vernon Hills, IL 100,000 2,825 ( 2,816 )

September 2023 1 Windsor Mill, MD 80,000 10,500 244

October 2023 1 Santa Clara, CA 66,000 16,049 705

November 2023 1 Chelmsford, MA 111,000 5,250 2,588

8 properties 553,000 $ 44,874 $ 3,780

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

(2) Properties were classified as held for sale as of December 31, 2022.

Unconsolidated Joint Ventures

As of December 31, 2024, we owned an interest in one joint venture that owned two properties.

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

During the year ended December 31, 2024, our 1750 H Street, NW joint venture did not have sufficient cash flow to pay its monthly debt service resulting in an event of default under the mortgage, and the non-recourse mortgage lender to this joint venture completed a foreclosure of the property, after which, the joint venture ceased to have an economic interest in the property.

We wrote off our full investment in this joint venture as of December 31, 2023 and did not make capital contributions to this joint venture during the year ended December 31, 2024.

Accordingly, we did not record our proportionate share of operating results of the joint venture for the year ended December 31, 2024.

As of December 31, 2024 and 2023, our investments in our unconsolidated joint ventures consisted of the following:

As of December 31, 2025 and 2024, our investment in our unconsolidated joint venture consisted of the following:

OPI Ownership OPI Carrying Value of Investments at December 31, Number of Properties Location Rentable Square Feet

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Prosperity Metro Plaza 51 % $ 16,965 $ 17,370 2 Fairfax, VA 346

1750 H Street, NW 50 % — — 1 Washington, D.C.

Total $ 17,370 $ 18,128 3 471,000

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

The following table provides a summary of the mortgage debt of our unconsolidated joint ventures as of December 31, 2024 and 2023:

The following table provides a summary of the mortgage debt of our unconsolidated joint venture as of December 31, 2025 and 2024:

Principal Balance at December 31,

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Prosperity Metro Plaza 4.09 % 12/1/2029 $ 49,106 $ 50,000

1750 H Street, NW 3.69 % 8/1/2027 — 32,000

Weighted Average / Total 3.93 % $ 50,000 $ 82,000

(1) Includes the effect of mark to market purchase accounting.

(2) Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interests in the joint ventures we did not own.

(2) Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interest in the joint venture we did not own.

None of the debt is recourse to us.

As of December 31, 2024, the unamortized basis difference of our Prosperity Metro Plaza joint venture of $ 673 was primarily attributable to the difference between the amount we paid to purchase our interest in this joint venture, including transaction costs, and the historical carrying value of the net assets of this joint venture.

This difference is being amortized over the remaining useful life of the related property and the resulting amortization expense is included in equity in net losses of investees in our consolidated statements of comprehensive income (loss).

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

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

As of December 31, 2025, the unamortized basis difference of our joint venture of $ 645 was primarily attributable to the difference between the amount we paid to purchase our interest in the joint venture, including transaction costs, and the historical carrying value of the net assets of the joint venture.

The difference is being amortized over the remaining useful life of the related property and the resulting amortization expense is included in equity in net losses of investees in our consolidated statements of comprehensive income (loss).

During the year ended December 31, 2024, our former 1750 H Street, NW joint venture did not have sufficient cash flow to pay its monthly debt service resulting in an event of default under the mortgage, and the non-recourse mortgage lender to this joint venture completed a foreclosure of the property, after which, the joint venture ceased to have an economic interest in the property.

We wrote off our full investment in this joint venture as of December 31, 2023 and did not make capital contributions to this joint venture during the year ended December 31, 2024.

Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight line basis over the lease term once we have determined that the collectability of substantially all of the lease payments is probable.

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Such payments totaled $ 74,516 and $ 86,903 for the years ended December 31, 2025 and 2024, respectively, of which tenant reimbursements totaled $ 71,152 and $ 82,647 , respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

The following operating lease maturity analysis presents the future contractual lease payments to be received by us through 2044 as of December 31, 2025:

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we have determined the fixed non-cancelable lease term of these leases to be the full term of the lease because we believe the occurrence of early terminations to be a remote contingency based on both our historical experience and our assessments of the likelihood of lease cancellation on a separate lease basis.

As of December 31, 2024, five of our tenants had the right to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

terminate their leases if the respective legislature or other funding authority does not appropriate the funding necessary for the tenant to meet its obligation.

As of December 31, 2025, five of our tenants had the right to terminate their leases if the respective legislature or other funding authority does not appropriate the funding necessary for the tenant to meet its obligation.

These five tenants represented approximately 2.9 % of our total operating lease maturities as of December 31, 2025.

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We have no employees.

The personnel and various services we require to operate our business are provided to us by The RMR Group LLC, or RMR.

The personnel and various services we require to operate our business are provided to us by RMR.

We have two agreements with RMR to provide management services to us:

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• the sum of (a) 0.7 % of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to $ 250,000 , plus (b) 0.5 % of our Average Market Capitalization exceeding $ 250,000 .

The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves.

• Incentive Management Fee .

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REIT/Office REIT Index is the applicable benchmark index.

For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.

• The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of our common shareholders) is subject to adjustments if we issue or repurchase our common shares, or if our common shares are forfeited, during the measurement period.

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• Incentive management fees we paid to RMR for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Business management fees are included in general and administrative expenses in our consolidated statements of comprehensive income (loss).

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Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR which are included in other operating expenses and general and administrative expense, as applicable, in our consolidated statements of comprehensive income (loss).

Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR which are included in other operating expenses and general and administrative expense, as applicable, in our consolidated statements of comprehensive income (loss).

Our management agreements with RMR have terms that end on December 31, 2045, and automatically extend on December 31st of each year for an additional year, so that the terms of our management agreements thereafter end on the 20th anniversary of the date of the extension.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

• Termination Rights .

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As part of this arrangement, we may enter agreements with RMR and other companies to which RMR or its subsidiaries provide management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

• Investment Opportunities .

Under our business management agreement with RMR, we acknowledge that RMR may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

• Investment Opportunities .

In January 2025, in connection with a $ 100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement.

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$ 20,779 $ 25,797

(1) The net business management fees we recognized for the years ended December 31, 2024 and 2023 each reflect a reduction of $ 603 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

(1) The net business management fees we recognized for the years ended December 31, 2025 and 2024 each reflect a reduction of $ 603 for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.

(2) The net property management fees we recognized for the years ended December 31, 2025 and 2024 each reflect a reduction of $ 484 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

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The joint venture pays management fees directly to RMR.

See Note 1 for further information regarding our agreements with RMR as it relates to the Plan.

Related Person Transactions

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RMR is a majority owned subsidiary of RMR Inc.

The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director, the president and chief executive officer of RMR Inc.

The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc.

and an officer and employee of RMR.

Jennifer Clark, our other Managing Trustee, is a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR and an officer of ABP Trust.

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

Jennifer Clark, our other Managing Trustee until December 31, 2025, was a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR and an officer of ABP Trust.

Yael Duffy, our other Managing Trustee since January 1, 2026, and our President and Chief Executive Officer, is also an executive vice president of RMR Inc.

and a managing trustee and president and chief executive officer of Industrial Logistics Properties Trust, one of the other public companies managed by RMR.

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

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

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Other officers of RMR, including Ms.

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

Our Manager, RMR .

We have two agreements with RMR to provide management services to us.

RMR also provides management services to our unconsolidated joint venture.

See Note 6 for more information regarding our and our unconsolidated joint venture’s management agreements with RMR.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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Share Awards to RMR Employees .

As described further in Note 11, we award shares to our officers and other employees of RMR annually.

As described further in Note 11, we have awarded shares to our officers and other employees of RMR.

Generally, one fifth of these awards vest on the grant date and one fifth vests on each of the next four anniversaries of the grant dates.

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

pursuant to a lease with a subsidiary of Sonesta, or the Sonesta Lease.

pursuant to a lease with a subsidiary of Sonesta International Hotels Corporation, or Sonesta, and such lease, the Sonesta Lease.

We terminated the Sonesta Lease, effective January 1, 2025.

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The Sonesta Management Agreement expires on December 31, 2040, and includes two 10-year renewal options.

The Sonesta Management Agreement provides that we are paid an annual owner’s priority return if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so.

The Sonesta Management Agreement provides that we are paid an annual owner’s priority return if gross revenues of the hotel, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so.

The Sonesta Management Agreement further provides that we are paid an additional return of the operating profits, as defined therein, after paying the owner’s priority return, reimbursing owner or manager advances, funding furniture, fixtures and equipment, or FF&E, reserves and paying Sonesta’s incentive fee, if applicable.

We do not have any security deposits or guarantees for this Sonesta hotel.

The stated annual owner’s priority return is initially $ 7,500 and increases by 8.0 % of our out-of-pocket capital expenditures and will increase annually to 102 % of our prior year’s annual owner’s priority return.

The stated annual owner’s priority return is $ 7,500 and increases by 8.0 % of our out-of-pocket capital expenditures and will increase annually to 102 % of our prior year’s annual owner’s priority return.

We recognized $ 29,644 of hotel operating revenues for the year ended December 31, 2025, which is included in rental income in our consolidated statements of comprehensive income (loss).

We realized returns under the Sonesta Management Agreement of $ 4,496 during the year ended December 31, 2025.

We are responsible for any capital expenditures in excess of available funds in the FF&E reserve.

The Sonesta Management Agreement requires that 1.0 % of gross revenues for 2025, 3.0 % of gross revenues for 2026 and 4.0 % of gross revenues for each calendar year thereafter be escrowed for future capital expenditures as FF&E reserves.

FF&E escrow deposits of $ 296 were required during the year ended December 31, 2025.

Sonesta owed us $ 231 in returns under the Sonesta Management Agreement as of December 31, 2025.

Amounts due from Sonesta are included in due from related person in our consolidated balance sheets.

Pursuant to the Sonesta Management Agreement, we are required to pay Sonesta, after payment of hotel operating expenses, a base management fee equal to 1.5 % of gross revenues, as defined in the Sonesta Management Agreement, for 2025 and 3.0 % of gross revenues each calendar year thereafter.

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The Sonesta Management Agreement also provides that the pro rata costs Sonesta incurs for advertising, marketing, promotional and public relations programs and campaigns, including its Rewards Program, for the benefit of this hotel are subject to reimbursement by us or are otherwise treated as hotel operating expenses.

We are required to maintain working capital under the Sonesta Management Agreement and have advanced a fixed amount based on the number of rooms in the hotel to meet the cash needs for hotel operations.

We incurred management, brand promotion and loyalty fees of $ 837 for the year ended December 31, 2025.

These fees and costs are included in other operating expenses in our consolidated statements of comprehensive income (loss).

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

As of December 31, 2024, we had a straight line rent receivable related to the Sonesta Lease totaling $ 12,343 .

Due to our ongoing relationship with Sonesta under the Sonesta Management Agreement, upon termination of the Sonesta Lease, we reclassified this receivable to other assets, net in our consolidated balance sheet.

We are amortizing this receivable through the original Sonesta Lease expiration date, or July 2053, as an increase to other operating expenses in our consolidated statements of comprehensive income (loss).

We recognized $ 432 of amortization expense during the year ended December 31, 2025 and as of December 31, 2025, the remaining unamortized balance was $ 11,911 .

The Sonesta Management Agreement also provides that, prior to August 2, 2026, our approval is required for Sonesta to operate another Royal Sonesta Hotel in Washington D.C., other than the Royal Sonesta Washington Dupont Circle located at 2121 P Street, N.W., Washington D.C.

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Pursuant to the Sonesta Management Agreement, we or Sonesta may be obligated to pay the other party damages if the terminating party terminates the Sonesta Management Agreement due to the other party’s event of default.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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

Clark is a director of Sonesta.

Portnoy is a director and controlling shareholder of Sonesta.

Another officer and employee of RMR is a director and president and chief executive officer of Sonesta.

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As of December 31, 2025, our 122 wholly owned properties were located in 29 states and the District of Columbia.

Properties located in Virginia, California, District of Columbia, Texas and Illinois were responsible for approximately 13.2 %, 11.0 %, 11.0 %, 10.4 %, and 10.1 % of our annualized rental income as of December 31, 2024, respectively.

Properties located in Virginia, California, Illinois, Georgia and Texas were responsible for approximately 14.2 %, 11.4 %, 10.9 %, 10.8 % and 10.1 % of our annualized rental income as of December 31, 2025, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

As of December 31, 2025 and 2024, our outstanding indebtedness consisted of the following:

Unsecured revolving credit facility, due in 2024 $ — $ 205,000

Secured revolving credit facility, due in 2027 $ 325,000 $ 325,000

Secured term loan, due in 2027 100,000 100,000

Senior unsecured notes, 4.250 % interest rate, due in 2024 (1)

Debtor-in-possession term loan, 12.000 % interest rate, due in 2026

Senior unsecured notes, 4.500 % interest rate, due in 2025 (1)

171,586 650,000

Senior unsecured notes, 2.650 % interest rate, due in 2026 (1)

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Senior secured notes, 3.250 % interest rate, due in 2027 (1)

417,994 444,992

Mortgage note payable, 8.272 % interest rate, due in 2028

5 unchanged sentences

Senior secured notes, 9.000 % interest rate, due in March 2029

300,000 300,000

Senior secured notes, 9.000 % interest rate, due in September 2029 (1)

609,999 609,999

Senior unsecured notes, 8.000 % interest rate, due in 2030 (1)

Senior unsecured notes, 3.450 % interest rate, due in 2031 (1)

102,402 114,355

9 unchanged sentences

$ 2,408,626 $ 2,534,634

(1) These senior notes were redeemed in March 2024.

(2) Certain of these senior notes were redeemed through a series of exchange transactions during the year ended December 31, 2024.

The remaining balance of $ 171,586 at December 31, 2024 was redeemed in cash in January 2025.

(3) These senior notes were issued in December 2024.

(4) These senior notes were issued in February 2024.

(5) These senior notes were issued in June and October 2024.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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.

(1) In connection with the commencement of the Chapter 11 Cases, the principal amount of these instruments was reclassified to LSTC in our consolidated balance sheet as of December 31, 2025 and the applicable debt issuance costs and discounts were written off to reorganization items, net in our consolidated statement of comprehensive net income (loss).

Our $ 325,000 secured revolving credit facility and $ 100,000 secured term loan are governed by a credit agreement, or our credit agreement, with a syndicate of institutional lenders.

As collateral for all loans and other obligations under our credit agreement, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on 19 properties that had a gross book value of real estate assets of $ 1,035,653 as of December 31, 2025.

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

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

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

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 is at a rate of the secured overnight financing rate, or SOFR, plus a margin of 350 basis points.

We are also required to pay an unused facility fee on the amount of total lending commitments, which was 25 basis points per annum at December 31, 2024.

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

As of December 31, 2024, the annual interest rate payable on borrowings under our credit agreement was 7.9 %.

The weighted average annual interest rate for borrowings under our credit agreement for the year ended December 31, 2024 was 8.7 %.

Under our prior revolving credit facility, we were required to pay interest at a rate of SOFR plus a premium, which was 145 basis points per annum at December 31, 2023, on the amount outstanding under our prior revolving credit facility, as well as a facility fee on the total amount of lending commitments, which was 30 basis points per annum at December 31, 2023.

As of December 31, 2023, the annual interest rate payable on borrowings under our prior revolving credit facility was 6.9 %.

The weighted average annual interest rate for borrowings under our prior revolving credit facility for the year ended December 31, 2023 was 6.5 %.

Our revolving credit facility is governed by a credit agreement with a syndicate of institutional lenders.

Our credit agreement and senior notes indentures and their supplements provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR, ceasing to act as our business and property manager.

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

We believe we were in compliance with the terms and conditions of the respective covenants under our credit agreement and senior notes indentures and their supplements at December 31, 2024.

Senior Secured Notes Issuance

In February 2024, we issued $ 300,000 in aggregate principal amount of 9.000 % senior secured notes due March 2029, or 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.

Senior Unsecured Notes Redemption

In March 2024, we redeemed, at par plus accrued interest, all $ 350,000 of our 4.25 % senior unsecured notes due 2024.

As a result of this redemption, we recorded a loss on early extinguishment of debt of $ 425 during the year ended December 31, 2024, which represented the unamortized discounts related to these notes.

Interest payable on borrowings under our credit agreement was previously 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 of 25 basis points per annum based on amounts outstanding.

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

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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

The weighted average annual interest rate for borrowings under our credit agreement for the year ended December 31, 2025 was 8.2 %.

Senior Notes Redemptions and Repayments

In January 2025, we redeemed, at par plus accrued interest, all of the remaining $ 171,586 of our 4.50 % senior unsecured notes due 2025.

In February 2025, in connection with the sale of a collateral property, we redeemed, at par plus accrued interest, $ 5,469 of our senior secured notes due 2027.

As a result, we recorded a loss on early extinguishment of debt of $ 928 during the year ended December 31, 2025 which represented the unamortized discounts and issuance costs related to these notes.

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.

As a result, we recorded a loss on early extinguishment of debt of $ 285 during the year ended December 31, 2025 which represented the unamortized discounts and issuance costs related to these notes.

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

We have 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 Notes Exchanges

In June and October 2024, through two exchange transactions, we exchanged $ 609,999 in aggregate principal amount of new 9.000 % senior secured notes due September 2029, or the September 2029 Notes, for an aggregate $ 895,373 of certain of our outstanding senior unsecured notes, or the Existing Notes, and an aggregate 1,406,952 of our common shares valued at $ 2.26 per share, and such transactions, the 2029 Senior Note Exchanges, as follows:

In March 2025, we exchanged $ 14,439 of the 2030 Notes for an aggregate $ 20,990 of our outstanding unsecured senior notes, or the Existing Notes, and such transaction, the Senior Note Exchange, as follows:

Existing Notes Exchanged Aggregate Principal Amount of Existing Notes Accepted for Exchange Aggregate Principal Amount of September 2029 Notes Delivered

2 unchanged sentences

Existing 2.400 % 2027 Notes

159,512 114,803

Existing 3.450 % 2031 Notes

269,216 164,162

Existing 3.450 % 2031 Notes

285,645 147,053

Total $ 20,990 $ 14,439

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.

During the year ended December 31, 2024, we recorded a net gain on early extinguishment of debt of $ 212,735 as a result of the 2029 Senior Note Exchanges.

In December 2024, through an exchange transaction, we exchanged $ 444,992 of new 3.250 % senior secured notes due March 2027, or the March 2027 Notes, 11,532,794 of our common shares valued at $ 1.37 per share and cash premiums of $ 25,000 for $ 281,514 of 4.500 % senior unsecured notes due 2025, or 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 or before 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 the September 2029 Notes and they are fully and unconditionally guaranteed, on a joint, secured and senior unsecured basis by certain of our other subsidiaries.

During the year ended December 31, 2024, we recorded a loss on early extinguishment of debt of $ 87,064 as a result of the 2027 Senior Note Exchange.

We redeemed, at par plus accrued interest, the remaining $ 171,586 of the 2025 Notes 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 at a weighted average price of $ 2.07 per share.

During the year ended December 31, 2024, we recorded a gain on early extinguishment of debt of $ 939 as a result of these exchanges.

The gains we realized on early extinguishment of debt are considered cancellation of debt income, or CODI, for income tax purposes and part of our REIT taxable income.

We do not expect that any special distribution will be required to maintain our qualification for taxation as a REIT as a result of generating CODI in 2024 as a result of offsetting losses from the sale of real estate and other tax strategies.

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, 2024, seven of our properties with an aggregate gross book value of real estate assets of $ 304,673 were encumbered by mortgage notes with an aggregate principal amount of $ 177,320 .

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.

During the year ended December 31, 2025, we recorded an aggregate gain related to the Senior Note Exchange of $ 764 , or $ 0.01 per common share, which is included in net gain (loss) on early extinguishment of debt in our consolidated statements of comprehensive income (loss).

The filing of the Chapter 11 Cases constituted an event of default under our credit agreement and senior notes indentures and their supplements 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.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

As of December 31, 2025, seven of our properties with an aggregate gross book value of real estate assets of $ 305,859 were encumbered by mortgage notes, or our Mortgage Notes, with an aggregate principal amount of $ 177,320 .

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

The borrowers under our Mortgage Notes, or the Mortgage Note Borrowers, are certain of our subsidiaries that are not included in the Chapter 11 Cases.

However, we provide certain guarantees under our Mortgage Notes, and as a result, the filing of the Chapter 11 Cases constituted an event of default under our Mortgage Notes and each Mortgage Note was transferred to special servicing.

The Mortgage Note Borrowers continue to own, operate and lease the applicable collateral properties and remain current on their debt service obligations.

As of May 18, 2026, two of the Mortgage Note Borrowers have entered into waiver agreements with their respective lenders.

We remain in negotiations with the special servicers and lenders of our other Mortgage Notes regarding potential waiver agreements.

DIP Term Loan Credit Agreement

On November 5, 2025, the Bankruptcy Court entered an interim order allowing us to enter into a secured debtor-in-possession term loan credit agreement, or the Initial DIP Credit Agreement.

The Initial DIP Credit Agreement provided for a multiple draw secured debtor-in-possession term loan facility in an aggregate principal amount of up to $ 125,000 .

An initial borrowing of $ 10,000 was made following the entry of the interim order and our entry into the Initial DIP Credit Agreement on November 6, 2025.

On February 5, 2026, we entered into an amended and restated DIP term loan credit agreement, or the A&R DIP Credit Agreement pursuant to a final order entered by the Bankruptcy Court on February 4, 2026.

The A&R DIP Credit Agreement provides for the DIP Facility, a multiple draw secured debtor-in-possession term loan facility in an aggregate principal amount of up to $ 125,000 , of which:

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

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.

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

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 loans 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.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

The DIP Facility contains customary conditions precedent, representations and warranties, affirmative and negative covenants, milestones for the Chapter 11 Cases, events of default and other terms and conditions customary for financings of this type.

The DIP Facility obligations are entitled to superpriority administrative expense claims and secured by first-priority liens on certain of our unencumbered assets and junior-priority liens on certain of our encumbered assets.

The required principal payments due during the next five years and thereafter under all our outstanding consolidated debt as of December 31, 2025 were as follows:

Year Principal Payment

2026 $ 144,154

Thereafter 317,656

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

(1) Total consolidated debt outstanding as of December 31, 2025, net of unamortized premiums, discounts and issuance costs totaling $ 22,988 , was $ 2,408,626 .

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

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Fair Value of Assets and Liabilities

The following table presents certain of our assets measured at fair value at December 31, 2024, categorized by level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:

Fair Value at Reporting Date Using

Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)

Non-recurring Fair Value Measurements Assets

Assets of properties held for sale (1)

$ 25,909 $ — $ 25,909 $ —

(1) We recorded an impairment charge of $ 19,042 to reduce the carrying values of three properties that are classified as held for sale in our condensed consolidated balance sheet to their estimated fair values less estimated costs to sell of $ 739 , based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP).

See Note 4 for more information.

In addition to the assets described above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, accounts payable, a revolving credit facility, a term loan, senior notes, mortgage notes payable, amounts due to related persons, other accrued expenses and security deposits.

Our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, amounts due from related persons, accounts payable, a revolving credit facility, a term loan, senior notes, mortgage notes payable, a debtor-in-possession secured term loan, amounts due to related persons, other accrued expenses and security deposits.

At December 31, 2025 and 2024, the fair values of our financial instruments approximated their carrying values in our consolidated financial statements, due to their short term nature or floating interest rates, except as follows:

8 unchanged sentences

78,306 7,831 80,486 49,475

Senior unsecured notes, 2.400 % interest rate, due in 2027

80,486 49,475 348,086 196,147

Senior secured notes, 3.250 % interest rate, due in 2027

4 unchanged sentences

609,999 530,699 637,052 529,436

Senior priority guaranteed unsecured notes, 8.000 % interest rate, due in 2030

14,439 4,918 — —

Senior unsecured notes, 3.450 % interest rate, due in 2031

4 unchanged sentences

Total $ 1,974,275 $ 1,404,545 $ 2,111,306 $ 1,838,856

(1) Includes unamortized debt premiums, discounts and issuance costs totaling $ 90,218 and $ 21,711 as of December 31, 2024 and 2023, respectively.

We estimated the fair values of our senior notes (except for our senior unsecured notes due 2050) using an average of the bid and ask price of the notes (Level 2 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

We estimated the fair values of our senior unsecured notes due 2050 based on the closing price on Nasdaq (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

We estimated the fair values of our mortgage notes payable using discounted cash flow analyses and currently prevailing market rates (Level 3 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

Because Level 3 inputs are unobservable, our estimated fair values may differ materially from the actual fair values.

Shareholders’ Equity

We have common shares available for issuance under the terms of our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan.

During the years ended December 31, 2024 and 2023, we awarded to our officers and other employees of RMR annual share awards of 544,555 and 210,300 of our common shares, respectively, valued at $ 1,160 and $ 1,211 , in

(1) Includes net unamortized debt premiums, discounts and issuance costs totaling $ 22,115 and $ 90,218 as of December 31, 2025 and 2024, respectively.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

aggregate, respectively.

During the years ended December 31, 2024 and 2023, we awarded each of our nine Trustees, in accordance with our Trustee compensation arrangements, 11,627 and 3,500 of our common shares, respectively.

These awards had aggregate values of $ 225 ( $ 25 per Trustee) and $ 249 ( $ 28 per Trustee) in 2024 and 2023, respectively.

The values of the share awards were based upon the closing price of our common shares on Nasdaq on the date of award.

We estimated the fair values of our senior notes (except for our senior priority guaranteed unsecured notes due 2030 and senior unsecured notes due 2050) using an average of the bid and ask price of the notes (Level 2 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

We estimated the fair value of our senior unsecured notes due 2050 based on the closing price on The Nasdaq Stock Market LLC, or Nasdaq, (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

We estimated the fair values of our senior priority guaranteed unsecured notes due 2030 and our mortgage notes payable using discounted cash flow analyses and currently prevailing market rates (Level 3 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

Because Level 3 inputs are unobservable, our estimated fair values may differ materially from the actual fair values.

The fair values presented are estimates and may not represent what investors may expect to receive as a result of the Chapter 11 Cases.

Shareholders’ Equity

Share Issuances

In March 2025, we entered into a sales agreement with Clear Street LLC, or the Agent, pursuant to which we may issue and sell our common shares from time to time, in transactions that are deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, for up to an aggregate sales price of $ 100,000 , or the ATM Program.

We 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.

We have common shares available for issuance under the terms of our Second Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan.

During the year ended December 31, 2025, we did not award any annual share awards to our Trustees, officers or other employees of RMR.

During the year ended December 31, 2024, we awarded to our officers and other employees of RMR annual share awards of 544,555 of our common shares, valued at $ 1,160 , in aggregate.

During the year ended December 31, 2024, we awarded each of our nine Trustees, in accordance with our Trustee compensation arrangements, 11,627 of our common shares with an aggregate value of $ 225 ( $ 25 per Trustee).

The values of the share awards were based upon the closing price on Nasdaq of our common shares on the date of award.

The common shares awarded to our officers and certain other employees of RMR vest in five equal annual installments beginning on the date of award.

9 unchanged sentences

The 363,953 unvested shares as of December 31, 2025 are scheduled to vest as follows:

176,976 shares in 2025, 162,596 shares in 2026, 143,675 shares in 2027 and 108,632 shares in 2028.

142,692 shares in 2026, 125,998 shares in 2027 and 95,263 shares in 2028.

As of December 31, 2025, the estimated future compensation expense for the unvested shares was $ 1,053 .

The weighted average period over which the compensation expense will be recorded is approximately 19 months.

During the years ended December 31, 2024 and 2023, we recorded $ 1,662 and $ 2,257 , respectively, of compensation expense related to the 2009 Plan.

During the years ended December 31, 2025 and 2024, we recorded $ 893 and $ 1,662 , respectively, of

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

compensation expense related to the 2009 Plan.

At December 31, 2025, 2,116,553 of our common shares remained available for issuance under the 2009 Plan.

Share Purchases

During the years ended December 31, 2024 and 2023, w e purchased 85,338 and 48,329 of o ur common shares, respectively, valued at weighted average sh are prices of $ 2.25 and $ 6.08 per c ommon share, respectively, from certain of our current and former Trustees and officers and certain current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares.

During the years ended December 31, 2025 and 2024, w e purchased 50,816 and 85,338 of o ur common shares, respectively, valued at weighted average sh are prices of $ 0.65 and $ 2.25 per c ommon share, respectively, from certain of our Trustees and certain current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares.

Distributions

4 unchanged sentences

2024 $ 0.04 $ 2,033 100.00 % — % — %

On January 16, 2025, we declared a quarterly cash distribution payable to common 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.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

In July 2025, we suspended our quarterly cash distribution on our common shares.

We do not expect to pay any future distributions prior to the conclusion of the Chapter 11 Cases.

Segment Reporting

We manage our business on a consolidated basis and therefore have one reportable segment:

ownership and leasing of properties.

The chief operating decision maker, or CODM, is our President and Chief Operating Officer.

ownership and leasing of real estate properties.

The chief operating decision maker, or CODM, is our President and Chief Executive Officer.

The CODM assesses performance, allocates resources and makes strategic decisions based on net income (loss) as shown in our consolidated statements of comprehensive income (loss).

2 unchanged sentences

The measure of segment assets is reported as total assets in our consolidated balance sheets.

Condensed Combined Debtor-in-Possession Financial Information

The financial statements below represent the unaudited condensed combined financial statements of the Debtors.

As of and for the year ended December 31, 2025, the results of OPI’s subsidiaries that are not included in the Chapter 11 Cases, or the Non-Filing Entities, are not included in these condensed combined financial statements.

Intercompany transactions among the Debtors have been eliminated in the financial statements contained herein.

Intercompany transactions among the Debtors and the Non-Filing Entities have not been eliminated in the Debtors' financial statements.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Debtors’ Condensed Combined Balance Sheet

December 31, 2025

Real estate properties:

Land $ 675,765

Buildings and improvements 2,769,685

Total real estate properties, gross 3,445,450

Accumulated depreciation ( 670,326 )

Total real estate properties, net 2,775,124

Acquired real estate leases, net 121,204

Cash and cash equivalents 29,481

Restricted cash 43,410

Rents receivable 147,120

Due from related persons 231

Intercompany due from non-debtor entities

Deferred leasing costs, net 89,707

Other assets, net 330,656

Total assets $ 3,687,935

LIABILITIES AND SHAREHOLDERS’ EQUITY

Secured debt, net $ 715,718

Accounts payable and other liabilities 122,336

Due to related persons 4,455

Intercompany due to non-debtor entities

Assumed real estate lease obligations, net 7,976

Liabilities subject to compromise 1,578,132

Total liabilities 2,862,165

Commitments and contingencies

Shareholders’ equity:

Common shares of beneficial interest 739

Additional paid in capital 2,658,471

Cumulative net loss ( 363,524 )

Cumulative common distributions ( 1,469,916 )

Total shareholders’ equity 825,770

Total liabilities and shareholders’ equity $ 3,687,935

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Debtors’ Condensed Combined Statement of Operations

December 31, 2025

Rental income $ 408,597

Real estate taxes 46,750

Utility expenses 25,775

Other operating expenses 115,934

Depreciation and amortization 163,608

Loss on impairment of real estate 2,048

Transaction related costs 42,455

General and administrative 19,266

Total expenses 415,836

Gain on sale of real estate

Interest and other income 3,143

Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 39,898 )

Loss on early extinguishment of debt

Reorganization items, net ( 78,333 )

Income before income tax expense

Income tax expense ( 116 )

Net loss $ ( 270,596 )

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Debtors’ Condensed Combined Statement of Cash Flows

December 31, 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ ( 270,596 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation 115,034

Net amortization of debt premiums, discounts and issuance costs 39,898

Amortization of acquired real estate leases and assumed real estate lease obligations, net 37,367

Amortization of deferred leasing costs 13,683

Gain on sale of real estate ( 916 )

Loss on impairment of real estate 2,048

Net gain on early extinguishment of debt

Non-cash reorganization items

Straight line rental income ( 21,160 )

Other non-cash expenses, net 237

Equity in net losses of investees

Change in assets and liabilities:

Rents receivable

Due from related persons ( 231 )

Deferred leasing costs ( 18,819 )

Other assets ( 9,426 )

Accounts payable and other liabilities 70,773

Due to related persons 9,027

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate improvements ( 36,449 )

Proceeds from sale of property, net 39,827

Net cash used in investing activities 3,378

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of senior unsecured notes ( 171,600 )

Repayment of senior secured notes ( 26,998 )

Payment of debt issuance costs ( 1,196 )

Borrowings on debtor-in-possession secured term loan

Proceeds from issuance of common shares, net 1,106

Repurchases of common shares ( 32 )

Distributions to common shareholders ( 1,407 )

Net cash provided by financing activities

Decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period 265,788

Cash, cash equivalents and restricted cash at end of period $ 72,891

OFFICE PROPERTIES INCOME TRUST

REAL ESTATE AND ACCUMULATED DEPRECIATION

147 unchanged sentences

Parsippany, NJ 1 — 4,543 2,914 1,686 — 4,543 4,600 9,143 ( 1,061 ) 12/31/2018 2011

One Jefferson Road (7)

Parsippany, NJ 1 — 4,415 5,249 103 — 4,415 5,352 9,767 ( 898 ) 12/31/2018 2009

Airline Corporate Center (7)

30 unchanged sentences

Waco, TX 1 26,421 2,030 8,708 15,089 — 2,060 23,767 25,827 ( 12,503 ) 12/23/1997 1997

1800 Novell Place (6)

Provo, UT 1 — 7,487 43,487 21,383 — 7,487 64,870 72,357 ( 12,404 ) 12/31/2018 2000

OFFICE PROPERTIES INCOME TRUST

10 unchanged sentences

Acquired Original

1800 Novell Place (6)

Provo, UT 1 — 7,487 43,487 19,841 — 7,487 63,328 70,815 ( 9,528 ) 12/31/2018 2000

14660 Lee Road (8)

33 unchanged sentences

122 $ 173,840 $ 708,018 $ 2,136,920 $ 858,771 $ ( 27,014 ) $ 706,623 $ 2,970,072 $ 3,676,695 $ ( 729,543 )

Properties Held for Sale

3250 and 3260 Jay Street Santa Clara, CA 2 — 19,899 14,051 83 ( 11,041 ) 12,986 10,006 22,992 ( 2,244 ) 12/31/2018 1982

Jefferson Avenue (7)

Detroit, MI 1 — 630 18,002 596 ( 8,001 ) 224 11,003 11,227 ( 6,807 ) 4/23/2010 2009

Regents Center Tempe, AZ 2 — 4,121 3,042 353 — 4,121 3,395 7,516 ( 979 ) 12/31/2018 1988

5 — 24,650 35,095 1,032 ( 19,042 ) 17,331 24,404 41,735 ( 10,030 )

128 $ 172,913 $ 737,083 $ 2,177,264 $ 823,104 $ ( 38,157 ) $ 728,370 $ 2,970,924 $ 3,699,294 $ ( 628,680 )

(1) Represents mortgage debt, net of the unamortized balance of debt issuance costs totaling $ 3,480 .

2 unchanged sentences

(3) Depreciation on building and improvements is provided for periods ranging up to 40 years and on equipment up to seven years .

OFFICE PROPERTIES INCOME TRUST

REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

December 31, 2024

(dollars in thousands)

(4) These two properties are collateral for our $ 54,300 mortgage note.

(5) These 19 properties are first lien collateral for our $ 425,000 credit agreement and second lien collateral for our $ 610,000 of 9.000 % senior secured notes due September 2029, or the September 2029 Notes.

(5) These 19 properties are first lien collateral for our $ 425,000 credit agreement and second lien collateral for our $ 610,000 of 9.000 % senior secured notes due September 2029.

(6) These 17 properties are collateral for our $ 300,000 of 9.000 % senior secured notes due March 2029.

(7) These 37 properties are collateral for our $ 445,000 of 3.250 % senior secured notes due March 2027, or the March 2027 Notes.

(7) These 35 properties are first lien collateral for our $ 445,000 of 3.250 % senior secured notes due March 2027, or the March 2027 Notes.

(8) These 19 properties are first lien collateral for the September 2029 Notes and second lien collateral for the March 2027 Notes.

*All properties that are not otherwise noted as collateral for certain debt instruments serve as first lien collateral for our $ 125,000 secured debtor-in-possession term loan.

OFFICE PROPERTIES INCOME TRUST

8 unchanged sentences

Disposals ( 283,534 ) ( 131,024 )

Cost basis adjustment (1)

( 9,185 ) ( 9,185 )

Reclassification of assets of properties held for sale ( 41,735 ) ( 10,030 )

3 unchanged sentences

Disposals ( 17,383 ) ( 10,963 )

Cost basis adjustment (1)

( 9,185 ) ( 9,185 )

Reclassification of assets of properties held for sale ( 41,735 ) ( 10,030 )

Balance at December 31, 2025 $ 3,676,695 $ 729,543

3 unchanged sentences

/s/ Yael Duffy

President and Chief Operating Officer

February 13, 2025

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Yael Duffy President and Chief Operating Officer February 13, 2025

Donley Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) February 13, 2025

/s/ Jennifer B.

Clark Managing Trustee February 13, 2025

Portnoy Managing Trustee February 13, 2025

Fraiche Independent Trustee February 13, 2025

/s/ Yael Duffy Managing Trustee, President and Chief Executive Officer (principal executive officer) May 22, 2026

Donley Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) May 22, 2026

Portnoy Managing Trustee May 22, 2026

Fraiche Independent Trustee May 22, 2026

/s/ Barbara D.

Gilmore Independent Trustee February 13, 2025

Harrington Independent Trustee February 13, 2025

Gilmore Independent Trustee May 22, 2026

/s/ William A.

Lamkin Independent Trustee February 13, 2025

/s/ Elena Poptodorova Independent Trustee February 13, 2025

Lamkin Independent Trustee May 22, 2026

/s/ Timothy R.

Pohl Independent Trustee May 22, 2026

/s/ Elena Poptodorova Independent Trustee May 22, 2026

Elena Poptodorova

/s/ Jeffrey P.

Somers Independent Trustee February 13, 2025

Talley Independent Trustee February 13, 2025

Somers Independent Trustee May 22, 2026

Talley Independent Trustee May 22, 2026

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 9A. Controls and Procedures