OFFICE PROPERTIES INCOME TRUST 10-K

Item 9A. 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 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. Management Report on Assessment of Internal Control Over Financial Reporting We are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in Internal Control—Integrated Framework . Based on this assessment, we believe that, as of December 31, 2025, our internal control over financial reporting is effective. Deloitte & Touche LLP, the independent registered public accounting firm that audited our 2025 Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting. Its report appears elsewhere herein. Item 9B. Other Information During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 44 Table of Contents PART III Item 10. 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 Donna D. Fraiche 74 Independent Trustee 2019 Audit, Compensation (Chair) Barbara D. Gilmore 75 Independent Trustee 2009 Audit, Compensation William A. Lamkin 66 Independent Trustee 2019 Audit (Chair) Timothy R. Pohl 59 Independent Trustee 2025 Audit, Compensation Elena B. Poptodorova 74 Independent Trustee 2017 Audit, Compensation, Nominating and Governance Adam Portnoy 55 Managing Trustee 2009 None Jeffrey P. Somers 83 Independent Trustee 2009 Audit, Nominating and Governance (Chair) Mark A. Talley 61 Independent Trustee 2022 Audit, Compensation Yael Duffy Ms. Duffy brings to our Board extensive professional skills and demonstrated management ability. Ms. Duffy has experience in, and knowledge of, REITs and experience working in the CRE industry. Ms. Duffy possesses institutional knowledge earned through her current role as president and chief executive officer of ILPT and in leadership positions with RMR. Ms. Duffy has professional skills and expertise in real estate matters and experience as a senior level executive officer. Ms. 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. Ms. Duffy qualifies as a Managing Trustee in accordance with the requirements of our governing documents. Ms. 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. Ms. 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: • None Donna D. Fraiche Ms. Fraiche brings to our Board extensive professional and consulting legal skills. Ms. Fraiche has held many leadership roles including serving in numerous public policy and civic leadership roles. Ms. Fraiche has experience on public company boards and board committees and possesses institutional knowledge earned through prior service on our Board. Ms. Fraiche qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents. Ms. Fraiche’s professional experience includes: 45 Table of Contents • 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. (2010-2023) • Select Income REIT (2012-2018) • Other Non-RMR managed public company boards: • None Barbara D. Gilmore Ms. Gilmore brings to our Board extensive professional skills and experience in legal and business finance matters. Ms. 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. Ms. Gilmore has also served on public company boards and board committees. Ms. Gilmore qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents. Ms. 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. (2004-2023) • TravelCenters of America Inc. (2007-2023) • Other Non-RMR managed public company boards: • None 46 Table of Contents William A. Lamkin Mr. Lamkin brings to our Board extensive experience in, and knowledge of, the CRE and investment banking industries. Mr. Lamkin has demonstrated management ability and experience in capital raising and strategic business transactions. Mr. Lamkin has professional training, skills and expertise in, among other things, finance and legal matters. Mr. Lamkin has institutional knowledge earned through prior service on our Board. Mr. Lamkin qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents. Mr. 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) Timothy R. Pohl Mr. Pohl brings to our Board extensive experience in, and knowledge of, corporate restructurings and distressed solutions and legal and business finance matters. Mr. 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. Mr. Pohl has served on the boards of a number of public companies and privately owned companies. Mr. Pohl qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents. Mr. 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: • None • Other Non-RMR managed public company boards: • GoHealth, Inc. (since August 2025) • TPI Composites, Inc. (since May 2025) • Modee Holdings, Inc. (2024-2025) • Libbey, Inc. (May 2020-November 2020) Elena B. Poptodorova (Lead Independent Trustee since December 2019) Ms. Poptodorova brings to our Board extensive experience and demonstrated leadership ability as a former diplomat. Ms. Poptodorova gained insights and understanding of government practices through government service and public policy matters. Ms. Poptodorova has experience in communal property and industrial property matters. Ms. Poptodorova has served on the boards of several private and charitable organizations. Ms. Poptodorova qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents. Ms. 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. 47 Table of Contents • 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. (2020-2023) • Other Non-RMR managed public company boards: • None Adam Portnoy Mr. 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. Mr. 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. Mr. 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. Mr. 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. and 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. Board. • Member of Massachusetts High Technology Council, Inc. Board. • 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) 48 Table of Contents • SEVN, including its predecessor companies (since 2009) • RMR Inc. (since 2015) • ILPT (since 2017) • TravelCenters of America Inc. (2018-2023) • AlerisLife Inc. (2018-2023) • Tremont Mortgage Trust (2017-2021) • Other Non-RMR managed public company boards: • None Jeffrey P. Somers Mr. 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. Mr. 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. Mr. 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. Mr. Somers qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents. Mr. 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: • None Mark A. Talley Mr. Talley brings to our Board extensive experience in, and knowledge of, the CRE industry. Mr. Talley has demonstrated leadership capability as an entrepreneur and founding member of an African American led CRE firm. Mr. Talley qualifies as an Independent Trustee in accordance with the requirements of Nasdaq, the SEC and our governing documents. Mr. 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: • None 49 Table of Contents • Other Non-RMR managed public company boards: • None Executive Officers Yael Duffy, President and Chief Executive Officer (President since 2024, Chief Executive Officer since 2026) Ms. Duffy’s background and qualifications are described above. Brian E. Donley, Chief Financial Officer and Treasurer (since 2023) Mr. Donley is a Senior Vice President of RMR and has served in various finance and accounting leadership roles at RMR since 1997. Mr. Donley has served as chief financial officer and treasurer of Service Properties Trust since 2019. Mr. 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. Mr. 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. Mr. 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. Mr. 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: William A. Lamkin (Chair), Donna D. Fraiche, Barbara D. Gilmore, Timothy R. Pohl, Elena B. Poptodorova, Jeffrey P. Somers and Mark A. Talley. 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 50 Table of Contents 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. Item 11. Executive Compensation 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. Ms. 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) Total Yael Duffy, President and Chief Executive Officer (3) 2025 $ — $ — $ — $ 597 $ 597 2024 — — 69,998 456 70,454 Brian E. 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. 51 Table of Contents 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: Stock Awards 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) 2025 — $ — 2024 19,717 252 2023 1,600 20 2022 480 6 Brian E. Donley, Chief Financial Officer and Treasurer (4) 2025 — — 2024 19,717 252 2023 1,600 20 2022 240 6 (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. (3) Ms. 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. (4) Mr. 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) 21,797 $ 278 Brian E. Donley (3) 21,557 275 (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 52 Table of Contents 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 (Loss) ($000s) Yael Duffy 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. Bilotto 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. Donley. The non-PEO NEOs for 2023 were Brian E. Donley and Matthew C. Brown. 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) 53 Table of Contents 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. 54 Table of Contents 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 Jennifer B. Clark (3)(4) $ — $ — $ — $ — Yael Duffy (3)(4) — — — — Donna D. Fraiche 185,000 — — 185,000 Barbara D. Gilmore 170,000 — — 170,000 John L. Harrington (5) — — — — William A. Lamkin 190,000 — — 190,000 Timothy R. Pohl (6) 333,333 — — 333,333 Elena B. Poptodorova 187,500 — — 187,500 Adam Portnoy — — — — Jeffrey P. Somers 185,000 — — 185,000 Mark A. 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. Ms. Poptodorova earned an additional $17,500 for service as the Lead Independent Trustee. Mr. 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. (4) Ms. Clark resigned as a Managing Trustee effective December 31, 2025, and Ms. Duffy was elected as a Managing Trustee effective January 1, 2026. (5) Mr. 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. Ms. Fraiche serves as the lead independent trustee and a member of the compensation committee of Service Properties Trust. Ms. 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. 55 Table of Contents Item 12. 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. Jeffrey P. Somers 38,739 Less than 1% Yael Duffy 37,078 Less than 1% Brian E. Donley 36,581 Less than 1% Donna D. Fraiche 36,177 Less than 1% William A. Lamkin 36,177 Less than 1% Includes 36,177 common shares owned by Janet. W. Lamkin and William A. Lamkin as trustees of a trust, Trustees U/T/T 9-28-18. Mr. Lamkin may be deemed to hold voting and investment power as a trustee and beneficiary of the trust. Barbara D. Gilmore 34,939 Less than 1% Includes 750 common shares owned jointly with Ms. Gilmore’s husband. Elena B. Poptodorova 25,607 Less than 1% Mark A. Talley 20,312 Less than 1% Timothy R. 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. 56 Table of Contents Equity Compensation Plan Information. We may grant common shares to our officers and other employees of RMR under our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan. In addition, each of our Trustees receives common shares as part of his or her annual compensation for serving as a Trustee and such shares are awarded under the 2009 Plan. The terms of awards made under the 2009 Plan are determined by the Compensation Committee of our Board of Trustees, at the time of the awards. The following table is as of December 31, 2025. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by securityholders — 2009 Plan None. None. 2,116,553 (1) Equity compensation plans not approved by securityholders None. None. None. Total None. 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 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. Item 13. Certain Relationships and Related Transactions, and Director Independence 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. 57 Table of Contents 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; or • 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. RMR Inc. 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 58 Table of Contents 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. Sonesta. Prior to January 1, 2025, we leased 240,000 rentable square feet of a mixed-use property in Washington, D.C. pursuant to a lease with a subsidiary of Sonesta, 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. Mr. 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 59 Table of Contents 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. Item 14. Principal Accountant Fees and Services 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 Audit Fees. 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. Tax Fees. 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. 60 Table of Contents 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. 61 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) Index to Financial Statements and Financial Statement Schedules The following consolidated financial statements and financial statement schedule of Office Properties Income Trust are included on the pages indicated: Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F-1 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-9 Schedule III — Real Estate and Accumulated Depreciation S-1 All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted. (b) Exhibits Exhibit Number Description 3.1 Composite Copy of Amended and Restated Declaration of Trust, dated June 8, 2009, as amended to date. (Incorporated by reference to the Company’s Registration Statement on Form S-3/A filed on April 1, 2025, File No. 333-285051.) 3.2 Third Amended and Restated Bylaws of the Company, adopted June 13, 2024. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 13, 2024.) 4.1 Form of Common Share Certificate. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.) 4.2 Indenture, dated as of July 20, 2017, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 21, 2017.) 4.3 Second Supplemental Indenture, dated as of June 23, 2020, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 6.375% Senior Notes due 2050, including form thereof. (Incorporated by reference to the Company’s Registration Statement on Form 8-A filed on June 23, 2020.) 4.4 Third Supplemental Indenture, dated as of May 18, 2021, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 2.650% Senior Notes due 2026, including form thereof. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.) 4.5 Fourth Supplemental Indenture, dated as of August 13, 2021, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 2.400% Senior Notes due 2027, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.) 4.6 Fifth Supplemental Indenture, dated as of September 28, 2021, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 3.450% Senior Notes due 2031, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.) 4.7 Indenture, dated as of February 12, 2024, among the Company, certain of its subsidiaries named therein and U.S. Bank Trust Company, National Association, relating to the Company’s 9.000% Senior Secured Notes due 2029, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 12, 2024.) 62 Table of Contents 4.8 Indenture, dated as of June 20, 2024, among the Company, certain of its subsidiaries named therein and U.S. Bank Trust Company, National Association, relating to the Company’s 9.000% Senior Secured Notes due 2029, including form thereof. (Incorporated by reference to the Company's Current Report on Form 8-K filed on June 21, 2024.) 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. (Incorporated by reference to the Company's Current Report on Form 8-K filed on October 9, 2024.) 4.10 Indenture, dated as of December 11, 2024, among the Company, certain of its subsidiaries named therein and U.S. Bank Trust Company, National Association, relating to the Company’s 3.250% Senior Secured Notes due 2027, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 11, 2024.) 4.11 Supplemental Indenture, dated as of December 17, 2024, among the Company, Clay HoldCo LLC and U.S. Bank Trust Company, National Association, relating to the Company’s 3.250% Senior Notes due 2027. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.) 4.12 Supplemental Indenture, dated as of January 29, 2025, among the Company, 20 Mass Ave TRS Inc. and U.S. Bank Trust Company, National Association, relating to the Company’s 3.250% Senior Notes due 2027. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.) 4.13 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. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 4.15 Description of Securities. (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). (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 10.2 Amendment to Second Amended and Restated Business Management Agreement, dated as of December 31, 2018, between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 31, 2018.) 10.3 Second Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021, between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.) 10.4 Second Amended and Restated Property Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 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. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.) 10.7 Form of Share Award Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.) 10.8 Form of Indemnification Agreement. (+) (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. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 30, 2024.) 63 Table of Contents 10.10 Pledge Agreement, dated as of January 29, 2024, among certain subsidiaries of the Company party thereto and Wells Fargo Bank, National Association, as Collateral Agent. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 30, 2024.) 10.11 Pledge Agreement, dated as of January 29, 2024, between the Company and Wells Fargo Bank, National Association, as Collateral Agent. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 30, 2024.) 10.12 Exchange Agreement, dated November 24, 2024, among the Company and the holders of Senior Unsecured Notes due 2025 from time to time party thereto. (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. † (Filed herewith.) 21.1 Subsidiaries of the Company. (Filed herewith.) 31.1 Rule 13a-14(a) Certification. (Filed herewith.) 31.2 Rule 13a-14(a) Certification. (Filed herewith.) 32.1 Section 1350 Certification. (Furnished herewith.) 97.1 Clawback Policy. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.) 99.1 Letter Agreement, dated as of May 25, 2023, between the Company and The RMR Group LLC, regarding Second Amended and Restated Property Management Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document. (Filed herewith.) 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) 101.LAB XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) 104 Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101.) (+) 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. Item 16. Form 10-K Summary None. 64 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Trustees of Office Properties Income Trust Opinion on 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, 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 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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Table of Contents Impairment of Real Estate Properties — Refer to Notes 2 and 4 to the Financial Statements Critical Audit Matter Description The Company’s investments in real estate properties were $2.9 billion, net of accumulated depreciation of $730.0 million as of December 31, 2025. 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 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. The Company’s undiscounted future cash flows analysis requires management to make significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates. We identified the impairment of real estate properties as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate properties. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates within management’s undiscounted future cash flows analysis which are sensitive to future market or industry considerations. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the undiscounted cash flows analysis for each real estate property or group of properties with impairment indicators included the following among others: • We tested the effectiveness of controls over management’s evaluation of the recoverability of real estate properties, including the key assumptions utilized in estimating the undiscounted future cash flows. • We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents, and terminal capitalization rates for each real estate property or group of properties with impairment indicators by (1) evaluating the source information and assumptions used by management and (2) comparing management’s projections to external market sources and evidence obtained in other areas of our audit. • We evaluated the reasonableness of management’s undiscounted future cash flows analysis by developing an independent expectation of future undiscounted cash flows based on third party market data and compared that independent estimate to the carrying amount of the real estate property or group of properties with indicators of impairment. We compared our analysis of the recoverability of the real estate property or group of properties to the Company's analysis. • We made inquiries of management about the current status of potential transactions and about management’s judgments to understand the probability of future events that could affect the expected remaining hold period and other cash flow assumptions for the properties. /s/ Deloitte & Touche LLP Boston, Massachusetts 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. F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Trustees of Office Properties Income Trust Opinion on Internal Control over Financial Reporting 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 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. F-3 Table of Contents /s/ Deloitte & Touche LLP Boston, Massachusetts 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 F-4 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) December 31, 2025 2024 ASSETS Real estate properties: Land $ 706,623 $ 711,039 Buildings and improvements 2,970,072 2,946,520 Total real estate properties, gross 3,676,695 3,657,559 Accumulated depreciation ( 729,543 ) ( 618,650 ) Total real estate properties, net 2,947,152 3,038,909 Assets of properties held for sale — 32,199 Investment in unconsolidated joint venture 16,965 17,370 Acquired real estate leases, net 150,254 193,739 Cash and cash equivalents 29,486 261,318 Restricted cash 51,175 13,847 Rents receivable 164,114 155,668 Due from related persons 231 — Deferred leasing costs, net 98,268 97,642 Other assets, net 30,951 11,594 Total assets $ 3,488,596 $ 3,822,286 LIABILITIES AND SHAREHOLDERS’ EQUITY Unsecured debt, net $ — $ 662,277 Secured debt, net 889,557 1,872,357 Liabilities of properties held for sale — 765 Accounts payable and other liabilities 126,856 118,689 Due to related persons 4,689 5,869 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 Commitments and contingencies Shareholders’ equity: Common shares of beneficial interest, $ .01 par value: 250,000,000 shares authorized, 73,941,128 and 69,824,743 shares issued and outstanding, respectively 739 698 Additional paid in capital 2,658,471 2,656,548 Cumulative net loss ( 308,307 ) ( 35,933 ) Cumulative common distributions ( 1,469,916 ) ( 1,468,509 ) Total shareholders’ equity 880,987 1,152,804 Total liabilities and shareholders’ equity $ 3,488,596 $ 3,822,286 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (amounts in thousands, except per share data) Year Ended December 31, 2025 2024 Rental income $ 442,556 $ 501,979 Expenses: Real estate taxes 49,010 62,369 Utility expenses 26,880 27,467 Other operating expenses 121,456 107,400 Depreciation and amortization 174,957 194,737 Loss on impairment of real estate 2,048 181,578 Transaction related costs 42,455 1,144 General and administrative 19,429 21,128 Total expenses 436,235 595,823 Gain (loss) on sale of real estate 916 ( 7,410 ) Interest and other income 3,146 3,668 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 40,825 and $ 13,463 , respectively) ( 203,454 ) ( 163,745 ) (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 ) Income tax expense ( 116 ) ( 203 ) Equity in net losses of investees ( 405 ) ( 758 ) Net loss ( 272,374 ) ( 136,107 ) Weighted average common shares outstanding (basic and diluted) 71,915 51,806 Per common share amounts (basic and diluted): Net loss $ ( 3.79 ) $ ( 2.63 ) The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (dollars in thousands) Number of Shares Common Shares Additional Paid In Capital Cumulative Net Income (Loss) Cumulative Common Distributions Total 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 repurchases ( 85,338 ) ( 1 ) ( 191 ) — — ( 192 ) Net loss — — — ( 136,107 ) — ( 136,107 ) Distributions to common shareholders — — — — ( 2,033 ) ( 2,033 ) Balance at December 31, 2024 69,824,743 698 2,656,548 ( 35,933 ) ( 1,468,509 ) 1,152,804 Issuance of common shares 4,171,689 42 1,064 — — 1,106 Common share grants — — 893 — — 893 Common share forfeitures and repurchases ( 55,304 ) ( 1 ) ( 34 ) — — ( 35 ) Net loss — — — ( 272,374 ) — ( 272,374 ) Distributions to common shareholders — — — — ( 1,407 ) ( 1,407 ) Balance at December 31, 2025 73,941,128 $ 739 $ 2,658,471 $ ( 308,307 ) $ ( 1,469,916 ) $ 880,987 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) Year Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 272,374 ) $ ( 136,107 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation 121,856 118,710 Net amortization of debt premiums, discounts and issuance costs 40,825 13,463 Amortization of acquired real estate leases and assumed real estate lease obligations, net 41,153 64,636 Amortization of deferred leasing costs 14,402 12,990 (Gain) loss on sale of real estate ( 916 ) 7,410 Loss on impairment of real estate 2,048 181,578 Net gain on early extinguishment of debt ( 1,146 ) ( 138,603 ) Non-cash reorganization items 25,654 — Straight line rental income ( 23,074 ) ( 31,102 ) Other non-cash expenses, net 237 575 Equity in net losses of investees 405 758 Change in assets and liabilities: Rents receivable 2,409 5,999 Due from related persons ( 231 ) — Deferred leasing costs ( 18,819 ) ( 22,969 ) Other assets ( 8,901 ) 1,377 Accounts payable and other liabilities 71,085 ( 10,392 ) Due to related persons ( 1,182 ) ( 1,156 ) Net cash (used in) provided by operating activities ( 6,569 ) 67,167 CASH FLOWS FROM INVESTING ACTIVITIES: Real estate improvements ( 37,635 ) ( 123,376 ) Proceeds from sale of property, net 39,827 189,986 Net cash provided by investing activities 2,192 66,610 CASH FLOWS FROM FINANCING ACTIVITIES: 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 Repayments on revolving credit facility — ( 332,000 ) Borrowings on secured term loan — 100,000 Borrowings on debtor-in-possession secured term loan 10,000 — Payment of debt issuance costs ( 1,196 ) ( 91,845 ) Proceeds from issuance of common shares, net 1,106 — Repurchases of common shares ( 32 ) ( 192 ) 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 Cash, cash equivalents and restricted cash at end of period $ 80,661 $ 275,165 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (dollars in thousands) Year Ended December 31, 2025 2024 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 130,554 $ 145,326 Income taxes paid $ 192 $ 361 Cash paid for reorganization costs $ 19,501 $ — NON-CASH INVESTING ACTIVITIES: Real estate improvements accrued, not paid $ 18,078 $ 16,767 Capitalized interest $ — $ 969 NON-CASH FINANCING ACTIVITIES: Extinguishment of unsecured senior notes in exchange for senior priority guaranteed unsecured notes $ ( 6,537 ) $ — Extinguishment of unsecured senior notes in exchange for senior secured notes and common shares $ — $ ( 180,548 ) SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows: As of December 31, 2025 2024 Cash and cash equivalents $ 29,486 $ 261,318 Restricted cash 51,175 13,847 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. F-9 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 1. Business 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); F-10 Table of Contents 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; and • 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. F-11 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Going Concern Substantial doubt about our ability to continue as a going concern exists due to (1) insufficient liquidity to satisfy our obligations as they come due, (2) limited alternatives available to us to obtain debt or equity financing, (3) inability to refinance our maturing debt, and (4) the resulting Chapter 11 Cases. Our ability to continue as a going concern is contingent upon, among other things, our ability to 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. Note 2. Summary of Significant Accounting Policies Basis of Presentation. 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, F-12 Table of Contents 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 16,834 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. We record our properties at cost and provide depreciation on real estate investments on a straight line basis over estimated useful lives generally ranging from 7 to 40 years. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determinations of useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives. F-13 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) We allocate the purchase prices of our properties to land, buildings and improvements based on determinations of the relative fair values of these assets assuming the properties are vacant. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. We allocate a portion of the purchase price of our properties to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases at the time each property was acquired by us) of the difference, if any, between (i) the contractual amounts to be paid pursuant to the acquired in place leases and (ii) our estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases. We allocate a portion of the purchase price to acquired in place leases and tenant relationships based upon market estimates to lease up the property based on the leases in place at the time of purchase. We allocate this aggregate value between acquired in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease. However, we have not separated the value of tenant relationships from the value of acquired in place leases because such value and related amortization expense is immaterial to the accompanying consolidated financial statements. In making these allocations, we consider factors such as estimated carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs, such as leasing commissions, legal and other related expenses, to execute similar leases in current market conditions at the time a property was acquired by us. If the value of tenant relationships becomes material in the future, we may separately allocate those amounts and amortize the allocated amounts over the estimated life of the relationships. For transactions that qualify as business combinations, we allocate the excess, if any, of the consideration over the fair value of the assets acquired to goodwill. We amortize capitalized above market lease values (included in acquired real estate leases, net in our consolidated balance sheets) and below market lease values (presented as assumed real estate lease obligations, net in our consolidated balance sheets) as a reduction or increase, respectively, to rental income over the terms of the associated leases. Such amortization resulted in net increases to rental income of $ 562 and $ 402 during the years ended December 31, 2025 and 2024, respectively. We amortize the value of acquired in place leases (included in acquired real estate leases, net in our consolidated balance sheets), exclusive of the value of above market and below market acquired in place leases, over the terms of the associated leases. Such amortization, which is included in depreciation and amortization expense, amounted to $ 41,716 and $ 65,039 during the years ended December 31, 2025 and 2024, respectively. If a lease is terminated prior to its stated expiration, we write off the unamortized amounts relating to that lease. As of December 31, 2025 and 2024, our acquired real estate leases and assumed real estate lease obligations, excluding properties classified as held for sale, were as follows: December 31, 2025 2024 Acquired real estate leases: Capitalized above market lease values $ 4,620 $ 7,715 Less: accumulated amortization ( 3,569 ) ( 5,814 ) Capitalized above market lease values, net 1,051 1,901 Lease origination value 344,445 433,347 Less: accumulated amortization ( 195,242 ) ( 241,509 ) Lease origination value, net 149,203 191,838 Acquired real estate leases, net $ 150,254 $ 193,739 Assumed real estate lease obligations: Capitalized below market lease values $ 14,098 $ 14,177 Less: accumulated amortization ( 5,724 ) ( 4,652 ) Assumed real estate lease obligations, net $ 8,374 $ 9,525 As of December 31, 2025, the weighted average amortization periods for capitalized above market leases, lease origination value and capitalized below market lease values were 4.6 years, 7.2 years and 11.5 years, respectively. Future amortization of net intangible lease assets and liabilities to be recognized over the current terms of the associated leases as of December 31, F-14 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 2025 are estimated to be $ 33,081 in 2026, $ 27,234 in 2027, $ 14,871 in 2028, $ 13,716 in 2029, $ 13,203 in 2030 and $ 39,775 thereafter. We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of long lived assets. Impairment indicators may include declining tenant occupancy, lack of progress releasing vacant space, tenant bankruptcies, low long term prospects for improvement in property performance, weak or declining tenant profitability, cash flow or liquidity, our decision to dispose of an asset before the end of its estimated useful life and legislative, market or industry changes that could permanently reduce the value of a property. If there is an indication that the carrying value of an asset is not recoverable, we estimate the projected undiscounted cash flows to determine if an impairment loss should be recognized. The future net undiscounted cash flows are subjective and are based in part on assumptions regarding hold periods, market rents and terminal capitalization rates. We determine the amount of any impairment loss by comparing the historical carrying value to estimated fair value. We estimate fair value through an evaluation of recent financial performance and projected discounted cash flows using standard industry valuation techniques. In addition to consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining useful lives of our long lived assets. If we change our estimate of the remaining useful lives, we allocate the carrying value of the affected assets over their revised remaining useful lives. Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash. 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 . Deferred leasing costs include brokerage costs and inducements associated with our entering leases. We amortize deferred leasing costs, which are included in depreciation and amortization expense, and inducements, which are included as a reduction to rental income, on a straight line basis over the terms of the respective leases. Legal costs associated with the execution of our leases are expensed as incurred and included in general and administrative expenses in our consolidated statements of comprehensive income (loss). We recorded amortization of deferred leasing costs of $ 11,385 and $ 10,988 , and reductions to rental income related to the amortization of inducements of $ 3,018 and $ 2,003 for the years ended December 31, 2025 and 2024, respectively. Deferred leasing costs, excluding properties classified as held for sale, totaled $ 138,986 and $ 127,095 at December 31, 2025 and 2024, respectively, and accumulated amortization of deferred leasing costs totaled $ 40,718 and $ 29,453 at December 31, 2025 and 2024, respectively. Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2025 are estimated to be $ 14,671 in 2026, $ 12,970 in 2027, $ 12,200 in 2028, $ 11,360 in 2029, $ 10,151 in 2030 and $ 36,916 thereafter. Debt Issuance Costs . 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 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. As of December 31, 2025 and 2024, debt issuance costs, net of accumulated amortization, for our senior notes, term loan and mortgage notes payable totaled $ 10,648 and $ 65,802 , respectively. Future amortization of debt issuance costs to be recognized with respect to our revolving credit facility and term loan, senior notes and mortgage notes payable as of December 31, 2025 are estimated to be $ 6,294 in 2026, $ 3,150 in 2027, $ 2,635 in 2028, $ 687 in 2029, $ 203 in 2030 and $ 522 thereafter. Equity Method Investments. As of December 31, 2025, we had a noncontrolling ownership interest of 51 % in an unconsolidated joint venture that owned two properties. The properties owned by the joint venture were encumbered by $ 49,106 of mortgage indebtedness. We did not control the activities that are most significant to the joint venture and, as a result, we accounted for our investment in the joint venture under the equity method of accounting. See Note 4 for more information regarding our unconsolidated joint ventures. F-15 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 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. 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. Revenue Recognition. We are a lessor of commercial office properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the physical space specified in the leases; therefore, we have determined to evaluate our leases as lease arrangements. Our leases provide for base rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. Allowances for bad debts are recognized as a direct reduction of rental income. Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments. 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 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). Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations. See Note 5 for more information regarding our leases. Income Taxes. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, and, accordingly, we generally will not be subject to federal income taxes provided we distribute our taxable income and meet certain other requirements to qualify for taxation as a REIT. We are, however, subject to certain state and local taxes. Per Common Share Amounts. We calculate basic earnings per common share using the two class method. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share. Use of Estimates. Preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that may affect the amounts reported in these consolidated financial statements and related notes. The actual results could differ from these estimates. 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. F-16 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 3. Per Common Share Amounts The calculation of basic and diluted earnings per share is as follows (amounts in thousands, except per share data): Year Ended December 31, 2025 2024 Numerators: Net loss $ ( 272,374 ) $ ( 136,107 ) Income attributable to unvested participating securities ( 12 ) ( 14 ) Net loss used in calculating earnings per common share $ ( 272,386 ) $ ( 136,121 ) Denominators: Weighted average common shares outstanding - basic and diluted (1) 71,915 51,806 Net loss per common share - basic and diluted $ ( 3.79 ) $ ( 2.63 ) (1) For the years ended December 31, 2025 and 2024, there were no dilutive common shares. Note 4. Real Estate Properties 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. We generally lease space at our properties on a gross lease, modified gross lease or net lease basis pursuant to fixed term contracts expiring between 2026 and 2044. Some of our leases generally require us to pay all or some property operating expenses and to provide all or most property management services. During the year ended December 31, 2025, we entered into 46 leases for approximately 974,000 rentable square feet for a weighted (by rentable square feet) average lease term of 6.7 years and we made commitments of $ 27,854 for leasing related costs. As of December 31, 2025, we had estimated unspent leasing related obligations of $ 55,076 . Disposition Activities The sales completed during the years ended December 31, 2025 and 2024, as presented in the tables below, do not represent a strategic shift in our business. As a result, the results of operations of these properties are included in continuing operations through the date of sale in our consolidated statements of comprehensive income (loss). F-17 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 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. 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 March 2024 1 Chicago, IL 248,000 $ 38,500 $ ( 2,448 ) $ — July 2024 1 Malden, MA 126,000 7,800 ( 10 ) ( 13,973 ) August 2024 3 Indianapolis, IN 434,000 10,100 729 ( 50,851 ) September 2024 1 Atlanta, GA 126,000 17,610 8,690 — September 2024 1 San Jose, CA 64,000 10,800 ( 954 ) ( 819 ) November 2024 1 Colorado Springs, CO 156,000 26,164 12,962 — November 2024 1 Rocklin, CA 19,000 2,627 1,084 — November 2024 3 Lakewood, CO 213,000 8,100 ( 9,132 ) — December 2024 5 Atlanta, GA 379,000 18,100 79 ( 21,937 ) December 2024 1 Florence, KY 168,000 3,250 ( 6,966 ) — December 2024 1 Sacramento, CA 338,000 21,000 ( 6,502 ) ( 33,902 ) December 2024 1 Reston, VA 131,000 7,200 ( 869 ) ( 18,540 ) December 2024 1 Kansas City, MO 87,000 8,000 32 ( 4,370 ) December 2024 1 Westford, MA 175,000 5,100 ( 6,481 ) ( 3,554 ) December 2024 2 Provo, UT 125,000 15,000 2,376 — 24 2,789,000 $ 199,351 $ ( 7,410 ) $ ( 147,946 ) (1) Gross sales price is the gross contract price, excluding closing costs. 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. F-18 Table of Contents 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 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 Joint Venture 2025 2024 Prosperity Metro Plaza 51 % $ 16,965 $ 17,370 2 Fairfax, VA 346 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, Joint Venture Interest Rate (1) Maturity Date 2025 (2) 2024 (2) Prosperity Metro Plaza 4.09 % 12/1/2029 $ 49,106 $ 50,000 (1) Includes the effect of mark to market purchase accounting. (2) Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interest in the joint venture we did not own. None of the debt is recourse to us. 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. Note 5. Leases 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. We increased rental income to record revenue on a straight line basis by $ 23,074 and $ 31,102 for the years ended December 31, 2025 and 2024, respectively. Rents receivable, excluding properties classified as held for sale, included $ 151,525 and $ 140,132 of straight line rent receivables at December 31, 2025 and 2024, respectively. We do not include in our measurement of our lease receivables certain variable payments, including payments determined by changes in the index or market-based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $ 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. F-19 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) 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: Year Amount 2026 $ 316,220 2027 301,108 2028 269,293 2029 258,549 2030 230,579 Thereafter 927,651 Total $ 2,303,400 As of December 31, 2025, tenants representing approximately 1.2 % of our total operating lease maturities had exercisable rights to terminate their leases before the stated terms of their leases expire. In 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2034, 2035, 2036, 2037 and 2040, early termination rights become exercisable by other tenants who represented an additional approximately 1.3 %, 2.1 %, 6.2 %, 4.7 %, 3.4 %, 1.1 %, 8.1 %, 1.7 %, 3.7 %, 0.8 %, 0.7 % and 2.3 % of our total operating lease maturities, respectively. In certain circumstances, some leases provide the tenant with the right to terminate if the legislature or other funding authority does not appropriate the funding necessary for the tenant to meet its lease obligations; we have determined the fixed non-cancelable lease term of these leases to be the full term of the lease because we believe the occurrence of early terminations to be a remote contingency based on both our historical experience and our assessments of the likelihood of lease cancellation on a separate lease basis. 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. Note 6. Business and Property Management Agreements with RMR We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to our property level operations. Management Agreements with RMR . Our management agreements with RMR provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms: • Base Management Fee. The annual base management fee payable to RMR by us for each applicable period is equal to the lesser of: • the sum of (a) 0.5 % of the average aggregate historical cost of the real estate assets acquired from a REIT to which RMR provided business management or property management services, or the Transferred Assets, plus (b) 0.7 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to $ 250,000 , plus (c) 0.5 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding $ 250,000 ; and • 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 F-20 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) 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 . The incentive management fee which may be earned by RMR for an annual period is calculated as follows: • An amount, subject to a cap based on the value of our common shares outstanding, equal to 12 % of the product of: • our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and • the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable index, or the benchmark return per share, for the relevant measurement period. The MSCI U.S. 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 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. • No incentive management fee is payable by us unless our total return per share during the measurement period is positive. • The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated. • If our total return per share exceeds 12 % per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable index for such measurement period and 12 % per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable index in any year by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable index in any year, determined on a cumulative basis (i.e., between 200 basis points and 500 basis points per year multiplied by the number of years in the measurement period and below the applicable market index). • The incentive management fee is subject to a cap. The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5 % of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period. • 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. F-21 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) 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). We did not incur any incentive management fee pursuant to our business management agreement for the years ended December 31, 2025 or 2024. • Property Management and Construction Supervision Fees . The property management fees payable to RMR by us for each applicable period are equal to 3.0 % of gross collected rents and the construction supervision fees payable to RMR by us for each applicable period are equal to 5.0 % of construction costs. Property management fees are included in other operating expenses in our consolidated statements of net income (loss) and construction supervision fees are capitalized as building improvements in our consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets. • 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 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). • Term . 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. • Termination Rights . We have the right to terminate one or both of our management agreements with RMR: (i) at any time on 60 days’ written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR, as defined therein. RMR has the right to terminate the management agreements for good reason, as defined therein. • Termination Fee . If we terminate one or both of our management agreements with RMR for convenience, or if RMR terminates one or both of our management agreements for good reason, we have agreed to pay RMR a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination, would be between 19 and 20 years. If we terminate one or both of our management agreements with RMR for a performance reason, we have agreed to pay RMR the termination fee calculated as described above, but assuming a 10 -year term was remaining prior to the termination. We are not required to pay any termination fee if we terminate our management agreements with RMR for cause or as a result of a change of control of RMR. • Transition Services . RMR has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable. • Vendors . Pursuant to our management agreements with RMR, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us. 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. F-22 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) In January 2025, in connection with a $ 100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement. Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and providing Citibank 30 days to cure the default on RMR’s behalf. The consent was approved by our Independent Trustees. For the years ended December 31, 2025 and 2024, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our consolidated financial statements were as follows: Year Ended December 31, 2025 2024 Pursuant to business management agreement: Business management fees (1) $ 12,252 $ 13,145 Pursuant to property management agreement: Property management fees (2) $ 11,256 $ 13,584 Construction supervision fees 1,250 2,872 $ 12,506 $ 16,456 Expense Reimbursement: Property level expenses $ 20,779 $ 25,797 (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. 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 agreement with RMR for the services it provides regarding the joint venture. 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. Note 7. Related Person Transactions We have relationships and historical and continuing transactions with RMR, RMR Inc. and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and 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. Mr. Portnoy serves as chair of the boards and as a managing trustee of these public companies. Other officers of RMR, including Ms. Duffy, serve as managing trustees or officers of certain of these public companies. F-23 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 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 $ 816 and $ 807 for the years ended December 31, 2025 and 2024, respectively. Our office space leases with RMR are terminable by RMR if our management agreements with RMR are terminated. Share Awards to RMR Employees . 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. In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder’s retirement as an officer of us or an officer or employee of RMR. These awards to RMR employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR. See Note 11 for more information regarding our share awards and activity as well as certain share purchases we made in connection with share award recipients satisfying tax withholding obligations on the vesting of share awards. Sonesta . Prior to January 1, 2025, we leased 240,000 rentable square feet of a mixed-use property in Washington, D.C. pursuant to a lease with a subsidiary of Sonesta International Hotels Corporation, or Sonesta, and such lease, 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 $ 6,724 beginning February 2025, and the annual base rent would have increased by 10 % every five years throughout the term. Sonesta was also obligated to pay its pro rata share of the operating costs for the property. We recognized rental income of $ 12,428 in 2024 under the Sonesta Lease. As of December 31, 2024, we had paid approximately $ 76,834 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. The Sonesta Management Agreement expires on December 31, 2040, and includes two 10-year renewal options. The Sonesta Management Agreement provides that we are paid an annual owner’s priority return if gross revenues of the hotel, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so. The Sonesta Management Agreement further provides that we are paid an additional return of the operating profits, as defined therein, after paying the owner’s priority return, reimbursing owner or manager advances, funding furniture, fixtures and equipment, or FF&E, reserves and paying Sonesta’s incentive fee, if applicable. 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. Additionally, we are required to pay (i) an incentive fee equal to 20 % of net operating profit, as defined in the Sonesta Management Agreement, in excess of the annual owner’s priority; (ii) a brand promotion fee of 1.75 % of gross revenues for 2025 and 3.5 % of gross revenues for each calendar year thereafter; and (iii) a loyalty fee of the greater of 1.0 % of room revenues or 4.5 % of qualified room revenues from guests participating in certain loyalty programs. Sonesta’s incentive management fee, but not its other fees, is earned only after our annual owner’s priority return is paid. The Sonesta Management Agreement also provides that the pro rata costs Sonesta incurs for advertising, marketing, promotional and public relations programs and campaigns, including its Rewards Program, for the benefit of this hotel are subject to reimbursement by us or are otherwise treated as hotel operating expenses. We incurred management, brand promotion and loyalty fees of $ 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. F-24 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) 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. In general, we and Sonesta may terminate the Sonesta Management Agreement for events of default and casualty and condemnation events. We also have the right to terminate the Sonesta Management Agreement if minimum performance thresholds are not met starting in 2027 for any two consecutive calendar years. 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. Mr. 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. Note 8. Concentration Tenant and Credit Concentration As of December 31, 2025 and 2024, the U.S. government and certain state and other government tenants combined were responsible for approximately 25.7 % and 24.8 %, respectively, of our annualized rental income. The U.S. government is our largest tenant by annualized rental income and represented approximately 17.2 % and 17.0 % of our annualized rental income as of December 31, 2025 and 2024, respectively. We define annualized rental income as the annualized contractual base rents from our tenants pursuant to our lease agreements as of the measurement date, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. Geographic Concentration As of December 31, 2025, our 122 wholly owned properties were located in 29 states and the District of Columbia. Properties located in Virginia, California, Illinois, Georgia and Texas were responsible for approximately 14.2 %, 11.4 %, 10.9 %, 10.8 % and 10.1 % of our annualized rental income as of December 31, 2025, respectively. F-25 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 9. Indebtedness As of December 31, 2025 and 2024, our outstanding indebtedness consisted of the following: December 31, 2025 2024 Secured revolving credit facility, due in 2027 $ 325,000 $ 325,000 Secured term loan, due in 2027 100,000 100,000 Debtor-in-possession term loan, 12.000 % interest rate, due in 2026 10,225 — Senior unsecured notes, 4.500 % interest rate, due in 2025 (1) — 171,586 Senior unsecured notes, 2.650 % interest rate, due in 2026 (1) 133,929 140,488 Senior unsecured notes, 2.400 % interest rate, due in 2027 (1) 78,306 80,784 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 42,700 42,700 Mortgage note payable, 8.139 % interest rate, due in 2028 26,340 26,340 Mortgage note payable, 7.671 % interest rate, due in 2028 54,300 54,300 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) 14,439 — Senior unsecured notes, 3.450 % interest rate, due in 2031 (1) 102,402 114,355 Mortgage note payable, 7.210 % interest rate, due in 2033 30,680 30,680 Mortgage note payable, 7.305 % interest rate, due in 2033 8,400 8,400 Mortgage note payable, 7.717 % interest rate, due in 2033 14,900 14,900 Senior unsecured notes, 6.375 % interest rate, due in 2050 (1) 162,000 162,000 2,431,614 2,626,524 Unamortized debt premiums, discounts and issuance costs ( 22,988 ) ( 91,890 ) $ 2,408,626 $ 2,534,634 (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. The maturity date of our credit agreement is January 29, 2027. Our credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios, restrict our ability to incur additional debt in excess of calculated amounts and, subject to limited exceptions, restrict our ability to increase our distribution rate above $ 0.01 per common share per quarter and enter into share repurchases. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the 19 collateral properties, our satisfying certain financial covenants and other credit facility conditions. Interest payable on borrowings under our credit agreement was 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. F-26 Table of Contents 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 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 Existing 2.650 % 2026 Notes $ 6,559 $ 5,836 Existing 2.400 % 2027 Notes 2,478 1,882 Existing 3.450 % 2031 Notes 11,953 6,721 Total $ 20,990 $ 14,439 The 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). 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 level of $ 0.01 per common share per quarter. The filing of the Chapter 11 Cases constituted an event of default under our credit agreement and senior notes indentures 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. F-27 Table of Contents 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. F-28 Table of Contents 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 2027 921,300 2028 123,487 2029 910,278 2030 14,739 Thereafter 317,656 Total (1) $ 2,431,614 (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 . Note 10. Fair Value of Assets and Liabilities 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: As of December 31, 2025 As of December 31, 2024 Financial Instrument Carrying Value (1) Fair Value Carrying Value (1) Fair Value Senior unsecured notes, 4.500 % interest rate, due in 2025 $ — $ — $ 171,607 $ 169,302 Senior unsecured notes, 2.650 % interest rate, due in 2026 133,929 13,393 139,578 106,078 Senior unsecured notes, 2.400 % interest rate, due in 2027 78,306 7,831 80,486 49,475 Senior secured notes, 3.250 % interest rate, due in 2027 417,994 336,485 363,432 383,806 Senior secured notes, 9.000 % interest rate, due in March 2029 281,366 306,444 275,632 293,100 Senior secured notes, 9.000 % interest rate, due in September 2029 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 102,402 10,240 113,511 49,688 Senior unsecured notes, 6.375 % interest rate, due in 2050 162,000 12,312 157,096 80,676 Mortgage notes payable 173,840 182,223 172,912 177,295 Total $ 1,974,275 $ 1,404,545 $ 2,111,306 $ 1,838,856 (1) Includes net unamortized debt premiums, discounts and issuance costs totaling $ 22,115 and $ 90,218 as of December 31, 2025 and 2024, respectively. F-29 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 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. Note 11. 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. Share Awards 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. The common shares awarded to our Trustees vest immediately. We recognize share forfeitures as they occur and include the value of awarded shares in general and administrative expenses ratably over the vesting period. A summary of shares awarded, forfeited, vested and unvested under the terms of the 2009 Plan for the years ended December 31, 2025 and 2024, is as follows: 2025 2024 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Unvested at beginning of year 591,879 $ 4.32 288,681 $ 12.01 Awarded — $ — 649,198 $ 2.14 Forfeited ( 4,488 ) $ 2.53 — $ — Vested ( 223,438 ) $ 5.78 ( 346,000 ) $ 6.62 Unvested at end of year 363,953 $ 3.44 591,879 $ 4.32 The 363,953 unvested shares as of December 31, 2025 are scheduled to vest as follows: 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, 2025 and 2024, we recorded $ 893 and $ 1,662 , respectively, of F-30 Table of Contents 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, 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 During the years ended December 31, 2025 and 2024, we paid distributions on our common shares as follows: Annual Per Share Distribution Total Distributions Characterization of Distributions Year Return of Capital Ordinary Income Qualified Dividend 2025 $ 0.02 $ 1,407 100.00 % — % — % 2024 $ 0.04 $ 2,033 100.00 % — % — % 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. Note 12. Segment Reporting We manage our business on a consolidated basis and therefore have one reportable segment: ownership and leasing of real estate properties. The chief operating decision maker, or CODM, is our President and Chief 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). The CODM is also regularly provided with information on expenses related to our management agreements with RMR, which are detailed in Note 6. The accounting policies of our reportable segment are the same as those described in Note 2. The measure of segment assets is reported as total assets in our consolidated balance sheets. Note 13. 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. F-31 Table of Contents 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 ASSETS 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 151,002 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 433,548 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 F-32 Table of Contents 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 Year Ended December 31, 2025 Rental income $ 408,597 Expenses: 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 916 Interest and other income 3,143 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 39,898 ) ( 188,518 ) Loss on early extinguishment of debt ( 449 ) Reorganization items, net ( 78,333 ) Income before income tax expense ( 270,480 ) Income tax expense ( 116 ) Net loss $ ( 270,596 ) F-33 Table of Contents 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 Year Ended 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 ( 1,146 ) Non-cash reorganization items 25,654 Straight line rental income ( 21,160 ) Other non-cash expenses, net 237 Equity in net losses of investees 405 Change in assets and liabilities: Rents receivable 2,020 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 ( 6,148 ) 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 10,000 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 ( 190,127 ) Decrease in cash, cash equivalents and restricted cash ( 192,897 ) Cash, cash equivalents and restricted cash at beginning of period 265,788 Cash, cash equivalents and restricted cash at end of period $ 72,891 F-34 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2025 (dollars in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Cost amount carried at Close of Period Property * Location Number of Properties Encumbrances (1) Land Buildings and Equipment Impairments/ Writedowns Land Buildings and Equipment Total (2) Accumulated Depreciation (3) Date(s) Acquired Original Construction Date(s) 445 Jan Davis Drive (8) Huntsville, AL 1 $ — $ 1,501 $ 1,492 $ — $ — $ 1,501 $ 1,492 $ 2,993 $ ( 278 ) 12/31/2018 2007 131 Clayton Street Montgomery, AL 1 — 920 9,084 569 — 920 9,653 10,573 ( 3,509 ) 6/22/2011 2007 4344 Carmichael Road Montgomery, AL 1 — 1,374 11,658 571 — 1,374 12,229 13,603 ( 3,796 ) 12/17/2013 2009 15451 North 28th Avenue (6) Phoenix, AZ 1 — 1,917 7,416 1,630 — 1,917 9,046 10,963 ( 2,637 ) 9/10/2014 1996 711 S 14th Avenue Safford, AZ 1 — 460 11,708 1,182 ( 4,440 ) 364 8,546 8,910 ( 2,411 ) 6/16/2010 1992 2544 Campbell Place (7) Carlsbad, CA 1 — 2,687 1,796 1,614 — 2,687 3,410 6,097 ( 1,149 ) 12/31/2018 2007 2548 Campbell Place (6) Carlsbad, CA 1 — 3,082 2,075 5,156 — 3,082 7,231 10,313 ( 3,011 ) 12/31/2018 2007 Folsom Corporate Center (5) Folsom, CA 1 — 2,904 5,583 1,587 — 2,904 7,170 10,074 ( 2,130 ) 12/31/2018 2008 Bayside Technology Park (7) Fremont, CA 1 — 10,784 648 1,477 — 10,784 2,125 12,909 ( 313 ) 12/31/2018 1990 10949 N. Mather Boulevard Rancho Cordova, CA 1 — 562 16,923 1,390 — 562 18,313 18,875 ( 5,701 ) 10/30/2013 2012 11020 Sun Center Drive Rancho Cordova, CA 1 — 1,466 8,797 4,798 — 1,466 13,595 15,061 ( 2,751 ) 12/20/2016 1983 100 Redwood Shores Parkway Redwood City, CA 1 — 14,454 7,721 — — 14,454 7,721 22,175 ( 1,498 ) 12/31/2018 1993 9815 Goethe Road (6) Sacramento, CA 1 — 1,450 9,465 5,574 — 1,450 15,039 16,489 ( 4,055 ) 9/14/2011 1992 Capitol Place (6) Sacramento, CA 1 — 2,290 35,891 9,978 — 2,290 45,869 48,159 ( 19,214 ) 12/17/2009 1988 4560 Viewridge Road (5) San Diego, CA 1 — 4,269 18,316 6,370 — 4,347 24,608 28,955 ( 16,705 ) 3/31/1997 1996 2115 O’Nel Drive (7) San Jose, CA 1 — 12,305 5,062 386 — 12,305 5,448 17,753 ( 1,124 ) 12/31/2018 1984 51 Rio Robles Drive San Jose, CA 1 — 7,416 4,782 582 — 7,416 5,364 12,780 ( 1,243 ) 12/31/2018 1984 77 Rio Robles Drive (6) San Jose, CA 1 — 8,362 5,393 9,476 — 8,362 14,869 23,231 ( 4,532 ) 12/31/2018 1984 145 Rio Robles Drive San Jose, CA 1 8,116 7,909 3,523 6,607 — 7,909 10,130 18,039 ( 2,404 ) 12/31/2018 1984 2500 Walsh Avenue (6) Santa Clara, CA 1 — 6,687 8,326 3,490 — 6,687 11,816 18,503 ( 1,915 ) 12/31/2018 1982 603 San Juan Avenue Stockton, CA 1 — 563 5,470 216 — 563 5,686 6,249 ( 1,957 ) 7/20/2012 2012 350 West Java Drive (6) Sunnyvale, CA 1 — 24,609 462 3,296 — 24,609 3,758 28,367 ( 740 ) 12/31/2018 1984 7958 South Chester Street Centennial, CO 1 — 6,682 7,153 3,551 — 6,682 10,704 17,386 ( 2,090 ) 12/31/2018 2000 12795 West Alameda Parkway Lakewood, CO 1 — 2,640 23,777 277 ( 22,489 ) 585 3,620 4,205 ( 190 ) 1/15/2010 1988 11 Dupont Circle, NW (7) Washington, DC 1 — 28,255 44,743 24,516 — 28,255 69,259 97,514 ( 19,111 ) 10/2/2017 1974 1211 Connecticut Avenue, NW Washington, DC 1 — 30,388 24,667 3,588 — 30,388 28,255 58,643 ( 7,558 ) 10/2/2017 1967 1401 K Street, NW (7) Washington, DC 1 — 29,215 34,656 8,522 — 29,215 43,178 72,393 ( 12,925 ) 10/2/2017 1929 20 Massachusetts Avenue (7) Washington, DC 1 — 12,009 51,527 220,376 — 12,230 271,682 283,912 ( 70,611 ) 3/31/1997 1996 440 First Street, NW (5) Washington, DC 1 — 27,903 38,624 3,589 — 27,903 42,213 70,116 ( 8,840 ) 10/2/2017 1982 625 Indiana Avenue (7) Washington, DC 1 — 26,000 25,955 13,258 — 26,000 39,213 65,213 ( 16,061 ) 8/17/2010 1989 S-1 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Cost amount carried at Close of Period Property * Location Number of Properties Encumbrances (1) Land Buildings and Equipment Impairments/ Writedowns Land Buildings and Equipment Total (2) Accumulated Depreciation (3) Date(s) Acquired Original Construction Date(s) 840 First Street, NE Washington, DC 1 — 42,727 73,278 2,895 — 42,727 76,173 118,900 ( 16,614 ) 10/2/2017 2003 10350 NW 112th Avenue (8) Miami, FL 1 — 4,798 2,757 2,413 — 4,798 5,170 9,968 ( 1,348 ) 12/31/2018 2002 7850 Southwest 6th Court (6) Plantation, FL 1 — 4,800 30,592 17,033 — 4,800 47,625 52,425 ( 13,524 ) 5/12/2011 1999 8900 Grand Oak Circle (7) Tampa, FL 1 — 1,100 11,773 1,835 — 1,100 13,608 14,708 ( 5,091 ) 10/15/2010 1994 180 Ted Turner Drive SW (5) Atlanta, GA 1 — 5,717 20,017 2,826 — 5,717 22,843 28,560 ( 7,386 ) 7/25/2012 2007 1224 Hammond Drive (6) Atlanta, GA 1 — 13,040 135,459 11,718 — 13,040 147,177 160,217 ( 20,443 ) 6/25/2021 2020 One Georgia Center (5) Atlanta, GA 1 — 10,250 27,933 22,799 — 10,250 50,732 60,982 ( 18,264 ) 9/30/2011 1968 One Primerica Parkway (4) Duluth, GA 1 26,421 6,927 22,951 3,110 — 6,927 26,061 32,988 ( 4,464 ) 12/31/2018 2013 4712 Southpark Boulevard (8) Ellenwood, GA 1 — 1,390 19,635 1,564 — 1,390 21,199 22,589 ( 6,995 ) 7/25/2012 2005 8305 NW 62nd Avenue Johnston, IA 1 — 2,649 7,997 — — 2,649 7,997 10,646 ( 1,552 ) 12/31/2018 2011 1185, 1249 & 1387 S. Vinnell Way (6) Boise, ID 3 — 3,390 29,026 1,740 — 3,390 30,766 34,156 ( 10,385 ) 9/11/2012 1996; 1997; 2002 2020 S. Arlington Heights (5) Arlington Heights, IL 1 — 1,450 13,588 2,190 — 1,450 15,778 17,228 ( 6,133 ) 12/29/2009 1998 1000 W. Fulton (5) Chicago, IL 1 — 42,935 252,914 1,319 — 42,935 254,233 297,168 ( 38,351 ) 6/24/2021 2015 HUB 1415 (8) Naperville, IL 1 — 12,333 20,586 31,674 — 12,333 52,260 64,593 ( 14,009 ) 12/31/2018 2001 7601 and 7635 Interactive Way Indianapolis, IN 2 — 3,337 14,522 34 — 3,337 14,556 17,893 ( 2,664 ) 12/31/2018 2003 251 Causeway Street (7) Boston, MA 3 — 26,851 36,756 6,928 — 26,848 43,687 70,535 ( 12,139 ) 8/17/2010 1987 330 Billerica Road (8) Chelmsford, MA 1 — 2,477 — 10,273 — 2,477 10,273 12,750 ( 3,562 ) 12/31/2018 1984 25 Newport Avenue (7) Quincy, MA 1 — 2,700 9,199 2,895 — 2,700 12,094 14,794 ( 4,459 ) 2/16/2011 1985 2009-2011 Commerce Park Drive (7) Annapolis, MD 1 — 1,580 3,825 4,096 — 1,580 7,921 9,501 ( 2,073 ) 10/2/2017 1989 2001-2003 Commerce Park Drive Annapolis, MD 1 — 2,477 3,840 1,197 — 2,476 5,038 7,514 ( 1,410 ) 10/2/2017 1989 4201 Patterson Avenue (7) Baltimore, MD 1 — 901 8,097 3,159 ( 85 ) 893 11,179 12,072 ( 6,707 ) 10/15/1998 1989 7001 Columbia Gateway Drive (7) Columbia, MD 1 — 5,642 10,352 5,004 — 5,642 15,356 20,998 ( 3,001 ) 12/31/2018 2008 6310 Hillside Center Columbia, MD 1 — 1,424 2,084 450 — 1,424 2,534 3,958 ( 747 ) 10/2/2017 2001 6315 Hillside Center (7) Columbia, MD 1 — 2,013 2,144 531 — 2,013 2,675 4,688 ( 782 ) 10/2/2017 2001 TenThreeTwenty (7) Columbia, MD 1 — 3,126 16,361 5,167 — 3,126 21,528 24,654 ( 4,958 ) 10/2/2017 1982 3300 75th Avenue Landover, MD 1 29,756 4,110 36,371 3,959 — 4,110 40,330 44,440 ( 16,122 ) 2/26/2010 1985 Redland 520/530 (7) Rockville, MD 3 — 12,714 61,377 8,568 — 12,714 69,945 82,659 ( 15,024 ) 10/2/2017 2008 Redland 540 (7) Rockville, MD 1 — 10,740 17,714 3,259 — 10,740 20,973 31,713 ( 4,895 ) 10/2/2017 2003 S-2 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Cost amount carried at Close of Period Property * Location Number of Properties Encumbrances (1) Land Buildings and Equipment Impairments/ Writedowns Land Buildings and Equipment Total (2) Accumulated Depreciation (3) Date(s) Acquired Original Construction Date(s) 3550 Green Court Ann Arbor, MI 1 — 3,630 4,857 — — 3,630 4,857 8,487 ( 1,000 ) 12/31/2018 1998 Rosedale Corporate Plaza (8) Roseville, MN 1 — 672 6,045 4,487 — 672 10,532 11,204 ( 4,314 ) 12/1/1999 1987 2555 Grand Boulevard (5) Kansas City, MO 1 — 4,209 51,522 5,775 — 4,209 57,297 61,506 ( 12,089 ) 12/31/2018 2003 4241 NE 34th Street (7) Kansas City, MO 1 — 1,133 5,649 5,331 — 1,470 10,643 12,113 ( 6,224 ) 3/31/1997 1995 1220 Echelon Parkway Jackson, MS 1 14,571 440 25,458 2,334 — 440 27,792 28,232 ( 9,008 ) 7/25/2012 2009 2300 and 2400 Yorkmont Road (5) Charlotte, NC 2 — 1,334 19,075 4,576 — 1,334 23,651 24,985 ( 5,438 ) 12/31/2018 1995 18010 Burt Street (8) Omaha, NE 1 — 2,819 6,250 4,647 — 2,819 10,897 13,716 ( 1,623 ) 12/31/2018 2012 18020 Burt Street Omaha, NE 1 — 4,158 6,250 2,436 — 4,158 8,686 12,844 ( 1,240 ) 12/31/2018 2012 500 Charles Ewing Boulevard Ewing, NJ 1 42,453 4,808 26,002 1,846 — 4,808 27,848 32,656 ( 5,523 ) 12/31/2018 2012 299 Jefferson Road (7) Parsippany, NJ 1 — 4,543 2,914 1,686 — 4,543 4,600 9,143 ( 1,061 ) 12/31/2018 2011 Airline Corporate Center (7) Colonie, NY 1 — 790 6,400 2,202 — 790 8,602 9,392 ( 2,990 ) 6/22/2012 2004 1212 Pittsford - Victor Road (7) Pittsford, NY 1 — 608 78 1,738 — 608 1,816 2,424 ( 545 ) 12/31/2018 1965 2231 Schrock Road (8) Columbus, OH 1 — 716 217 578 — 716 795 1,511 ( 294 ) 12/31/2018 1999 8800 Tinicum Boulevard (7) Philadelphia, PA 1 — 5,573 22,686 7,093 — 5,573 29,779 35,352 ( 5,496 ) 12/31/2018 2000 446 Wrenplace Road (7) Fort Mill, SC 1 — 5,031 22,524 43 — 5,031 22,567 27,598 ( 2,835 ) 12/22/2020 2019 9680 Old Bailes Road Fort Mill, SC 1 — 834 2,944 91 — 834 3,035 3,869 ( 615 ) 12/31/2018 2007 16001 North Dallas Parkway (8) Addison, TX 2 — 10,282 63,071 5,071 — 10,282 68,142 78,424 ( 13,538 ) 12/31/2018 1987 Research Park (6) Austin, TX 2 — 4,258 13,747 2,935 — 4,258 16,682 20,940 ( 5,128 ) 12/31/2018 1999 10451 Clay Road (8) Houston, TX 1 — 5,495 10,253 2,433 — 5,495 12,686 18,181 ( 3,159 ) 12/31/2018 2013 202 North Castlegory Road (8) Houston, TX 1 — 863 5,024 98 — 863 5,122 5,985 ( 939 ) 12/31/2018 2016 4221 W. John Carpenter Freeway (8) Irving, TX 1 — 1,413 2,365 778 — 1,413 3,143 4,556 ( 954 ) 12/31/2018 1995 8675,8701-8711 Freeport Pkwy and 8901 Esters Boulevard (7) Irving, TX 3 — 12,970 31,566 851 — 12,970 32,417 45,387 ( 6,125 ) 12/31/2018 1990 1511 East Common Street (7) New Braunfels, TX 1 — 4,965 1,266 1,110 — 4,965 2,376 7,341 ( 259 ) 12/31/2018 2005 2900 West Plano Parkway Plano, TX 1 — 6,819 8,831 3,049 — 6,819 11,880 18,699 ( 1,715 ) 12/31/2018 1998 3400 West Plano Parkway (8) Plano, TX 1 — 4,543 15,964 321 — 4,543 16,285 20,828 ( 3,203 ) 12/31/2018 1994 3600 Wiseman Boulevard (6) San Antonio, TX 1 — 3,493 6,662 4,764 — 3,493 11,426 14,919 ( 2,161 ) 12/31/2018 2004 701 Clay Road (4) 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 S-3 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Cost amount carried at Close of Period Property * Location Number of Properties Encumbrances (1) Land Buildings and Equipment Impairments/ Writedowns Land Buildings and Equipment Total (2) Accumulated Depreciation (3) Date(s) Acquired Original Construction Date(s) 14660 Lee Road (8) Chantilly, VA 1 — 2,536 14,686 3,261 — 2,537 17,946 20,483 ( 4,207 ) 12/22/2016 1998 14672 Lee Road (5) Chantilly, VA 1 — 2,253 24,749 4,933 — 2,253 29,682 31,935 ( 8,849 ) 12/22/2016 2002 14668 Lee Road (5) Chantilly, VA 1 — 2,177 34,779 18,619 — 2,177 53,398 55,575 ( 10,049 ) 12/22/2016 2006 Enterchange at Meadowville (6) Chester, VA 1 — 1,478 9,594 1,369 — 1,478 10,963 12,441 ( 3,424 ) 8/28/2013 1999 7987 Ashton Avenue (7) Manassas, VA 1 — 1,562 8,253 1,337 — 1,562 9,590 11,152 ( 2,594 ) 1/3/2017 1989 Two Commercial Place (8) Norfolk, VA 1 — 4,494 21,508 1,145 — 4,494 22,653 27,147 ( 4,283 ) 12/31/2018 1974 1760 Business Center Drive Reston, VA 1 — 5,033 50,141 6,685 — 5,033 56,826 61,859 ( 16,797 ) 5/28/2014 1987 1775 Wiehle Avenue Reston, VA 1 — 4,138 26,120 6,044 — 4,138 32,164 36,302 ( 8,101 ) 10/2/2017 2001 9201 Forest Hill Avenue Richmond, VA 1 — 1,344 375 668 — 1,344 1,043 2,387 ( 404 ) 12/31/2018 1985 9960 Mayland Drive (7) Richmond, VA 1 — 2,614 15,930 5,075 — 2,614 21,005 23,619 ( 6,794 ) 5/20/2014 1994 1751 Blue Hills Drive (5) Roanoke, VA 1 — 2,689 7,761 — — 2,689 7,761 10,450 ( 1,506 ) 12/31/2018 2003 Atlantic Corporate Park (7) Sterling, VA 2 — 5,752 29,316 4,720 — 5,752 34,036 39,788 ( 7,648 ) 10/2/2017 2008 Orbital Sciences Campus (5) Sterling, VA 3 — 12,275 19,320 37,505 — 12,269 56,831 69,100 ( 8,563 ) 12/31/2018 2001 Sterling Park Business Center Sterling, VA 1 26,102 5,871 44,324 134 — 5,871 44,458 50,329 ( 9,193 ) 10/2/2017 2016 65 Bowdoin Street (6) S. Burlington, VT 1 — 700 8,416 231 — 700 8,647 9,347 ( 3,406 ) 4/9/2010 2009 Stevens Center (5) Richland, WA 2 — 3,970 17,035 4,917 — 4,042 21,880 25,922 ( 14,565 ) 3/31/1997 1995 Unison Elliott Bay-Lab Space (8) Seattle, WA 2 — 17,316 34,281 147,293 — 17,316 181,574 198,890 ( 21,467 ) 12/31/2018 2000 Unison Elliott Bay-Office Space (8) Seattle, WA 1 — 9,324 18,459 4,893 — 9,324 23,352 32,676 ( 4,559 ) 12/31/2018 2000 5353 Yellowstone Road (5) Cheyenne, WY 1 — 1,915 8,217 4,935 — 1,950 13,117 15,067 ( 7,190 ) 3/31/1997 1995 122 $ 173,840 $ 708,018 $ 2,136,920 $ 858,771 $ ( 27,014 ) $ 706,623 $ 2,970,072 $ 3,676,695 $ ( 729,543 ) (1) Represents mortgage debt, net of the unamortized balance of debt issuance costs totaling $ 3,480 . (2) Excludes the value of real estate intangibles. Aggregate cost for federal income tax purposes is approximately $ 7,069,942 . (3) Depreciation on building and improvements is provided for periods ranging up to 40 years and on equipment up to seven years . (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. (6) These 17 properties are collateral for our $ 300,000 of 9.000 % senior secured notes due March 2029. (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. S-4 Table of Contents OFFICE PROPERTIES INCOME TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in thousands) An analysis of the carrying amount of real estate properties and accumulated depreciation is as follows: Real Estate Properties Accumulated Depreciation Balance at December 31, 2023 4,065,679 650,179 Additions 107,912 118,710 Loss on asset impairment ( 181,578 ) — 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 ) Balance at December 31, 2024 3,657,559 618,650 Additions 38,945 121,856 Loss on asset impairment ( 2,426 ) — Disposals ( 17,383 ) ( 10,963 ) Balance at December 31, 2025 $ 3,676,695 $ 729,543 (1) Represents the reclassification between accumulated depreciation and building made to certain properties measured at fair value in accordance with GAAP. S-5 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OFFICE PROPERTIES INCOME TRUST By: /s/ Yael Duffy Yael Duffy President and Chief Executive Officer Date: May 22, 2026 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 Managing Trustee, President and Chief Executive Officer (principal executive officer) May 22, 2026 Yael Duffy /s/ Brian E. Donley Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) May 22, 2026 Brian E. Donley /s/ Adam D. Portnoy Managing Trustee May 22, 2026 Adam D. Portnoy /s/ Donna D. Fraiche Independent Trustee May 22, 2026 Donna D. Fraiche /s/ Barbara D. Gilmore Independent Trustee May 22, 2026 Barbara D. Gilmore /s/ William A. Lamkin Independent Trustee May 22, 2026 William A. Lamkin /s/ Timothy R. Pohl Independent Trustee May 22, 2026 Timothy R. Pohl /s/ Elena Poptodorova Independent Trustee May 22, 2026 Elena Poptodorova /s/ Jeffrey P. Somers Independent Trustee May 22, 2026 Jeffrey P. Somers /s/ Mark A. Talley Independent Trustee May 22, 2026 Mark A. Talley