What changed in this filing

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Item 1. Financial Statements

2026-05-22 compared with 2025-07-30 · 356 added, 240 removed, 283 unchanged (68% of the section changed)

1 unchanged sentence

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

June 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Real estate properties:

4 unchanged sentences

Total real estate properties, net 2,924,141 2,947,152

Assets of properties held for sale 8,650 32,199

Investment in unconsolidated joint venture 17,075 16,965

8 unchanged sentences

LIABILITIES AND SHAREHOLDERS’ EQUITY

Unsecured debt, net $ 488,754 $ 662,277

Secured debt, net $ 968,111 $ 889,557

Liabilities of properties held for sale 646 765

Accounts payable and other liabilities 129,159 126,856

1 unchanged sentence

Assumed real estate lease obligations, net 8,099 8,374

Total liabilities not subject to compromise 1,110,316 1,029,476

Liabilities subject to compromise 1,569,407 1,578,133

Total liabilities 2,679,723 2,607,609

2 unchanged sentences

Common shares of beneficial interest, $ .01 par value:

250,000,000 authorized, 73,976,190 and 69,824,743 shares issued and outstanding, respectively

250,000,000 shares authorized, 73,941,128 shares issued and outstanding

Additional paid in capital 2,658,636 2,658,471

5 unchanged sentences

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Three Months Ended March 31,

Rental income $ 108,868 $ 113,615

3 unchanged sentences

Depreciation and amortization 44,083 43,733

Loss on impairment of real estate 2,426 131,732 2,426 131,732

Transaction related costs — 876

1 unchanged sentence

Total expenses 100,837 101,897

Gain (loss) on sale of real estate 159 ( 64 ) ( 4,578 ) ( 2,448 )

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

Interest and other income 431 1,162

1 unchanged sentence

( 42,207 ) ( 53,378 )

Net gain (loss) on early extinguishment of debt 148 225,798 ( 95 ) 225,373

(Loss) income before income tax (expense) benefit and equity in net losses of investees ( 40,964 ) 76,244 ( 86,442 ) 71,346

Income tax (expense) benefit ( 94 ) 107 ( 231 ) 51

Equity in net losses of investees ( 128 ) ( 180 ) ( 380 ) ( 410 )

Net (loss) income ( 41,186 ) 76,171 ( 87,053 ) 70,987

Net loss on early extinguishment of debt — ( 243 )

Reorganization items, net ( 59,532 ) —

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

Income tax benefit (expense) 146 ( 137 )

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

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

Weighted average common shares outstanding (basic and diluted) 73,577 69,257

Per common share amounts (basic and diluted):

Net (loss) income

$ ( 1.26 ) $ ( 0.66 )

1 unchanged sentence

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

5 unchanged sentences

Balance at December 31, 2025 73,941,128 $ 739 $ 2,658,471 $ ( 308,307 ) $ ( 1,469,916 ) $ 880,987

Issuance of common shares, net 238,343 3 142 — — 145

Common share grants — — 165 — — 165

Net loss — — — ( 93,021 ) — ( 93,021 )

Distributions to common shareholders — — — — ( 698 ) ( 698 )

Balance at March 31, 2026 73,941,128 $ 739 $ 2,658,636 $ ( 401,328 ) $ ( 1,469,916 ) $ 788,131

Issuance of common shares, net 3,933,346 39 922 — — 961

Common share grants — — 205 — — 205

Common share forfeitures and repurchases ( 20,242 ) — ( 6 ) — — ( 6 )

Net loss — — — ( 41,186 ) — ( 41,186 )

Distributions to common shareholders — — — — ( 709 ) ( 709 )

Balance at June 30, 2025 73,976,190 $ 740 $ 2,658,090 $ ( 122,986 ) $ ( 1,469,916 ) $ 1,065,928

of Shares Common Shares Additional

Paid In Capital Cumulative

Net Income Cumulative

Net Loss Cumulative

Distributions Total Shareholders’ Equity

Balance at December 31, 2024 69,824,743 $ 698 $ 2,656,548 $ ( 35,933 ) $ ( 1,468,509 ) $ 1,152,804

Issuance of common shares, net 238,343 3 142 — — 145

Common share grants — — 279 — — 279

Common share repurchases ( 869 ) — ( 6 ) — — ( 6 )

Net loss — — — ( 45,867 ) — ( 45,867 )

1 unchanged sentence

Balance at March 31, 2025 70,063,086 $ 701 $ 2,656,969 $ ( 81,800 ) $ ( 1,469,207 ) $ 1,106,663

Issuance of common shares 1,406,952 14 3,166 — — 3,180

Common share grants 104,643 1 486 — — 487

Common share repurchases ( 7,505 ) — ( 15 ) — — ( 15 )

Net income — — — 76,171 — 76,171

Distributions to common shareholders — — — — ( 488 ) ( 488 )

Balance at June 30, 2024 50,258,636 $ 503 $ 2,625,486 $ 171,161 $ ( 1,467,451 ) $ 1,329,699

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

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

Six Months Ended June 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 87,053 ) $ 70,987

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

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

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

Depreciation 32,500 29,461

3 unchanged sentences

Loss on sale of real estate — 4,737

Loss on impairment of real estate 2,426 131,732

Net gain on early extinguishment of debt ( 1,430 ) ( 231,957 )

Gain on early extinguishment of debt — ( 1,430 )

Non-cash reorganization items 1,687 —

Straight line rental income ( 1,936 ) ( 6,856 )

Other non-cash expenses, net 2 115

Equity in net losses of investees 380 410

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

Total adjustments to reconcile net loss to net cash provided by operating activities:

Change in assets and liabilities:

5 unchanged sentences

Due to related persons 258 ( 1,054 )

Net cash provided by operating activities 3,811 58,499

Net cash used in by operating activities ( 52,942 ) ( 28,588 )

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Proceeds from sale of property, net — 26,263

Net cash provided by (used in) investing activities 4,506 ( 21,282 )

Net cash (used in) provided by investing activities ( 15,029 ) 15,034

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of senior unsecured notes — ( 171,600 )

Proceeds from issuance of senior secured notes — 280,500

Repayment of senior secured notes — ( 11,969 )

Borrowings on revolving credit facility — 250,000

Repayments on revolving credit facility — ( 277,000 )

Borrowings on secured term loan — 100,000

Payment of debt issuance costs — ( 835 )

Proceeds from issuance of common shares 1,106 —

Repurchases of common shares ( 5 ) ( 21 )

Borrowings on debtor-in-possession secured term loan 75,000 —

Proceeds from issuance of common shares, net — 145

Distributions to common shareholders — ( 698 )

Net cash used in financing activities ( 191,528 ) ( 29,544 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 183,211 ) 7,673

Net cash provided by (used in) financing activities 75,000 ( 184,957 )

Increase (decrease) in cash, cash equivalents and restricted cash 7,029 ( 198,511 )

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

2 unchanged sentences

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(dollars in thousands)

Six Months Ended June 30,

Three Months Ended March 31,

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid $ 52,900 $ 64,008

Income taxes paid $ 139 $ 319

Income taxes refunded $ — $ 28

Cash paid for reorganization costs, net $ 43,389 $ —

NON-CASH INVESTING ACTIVITIES:

Real estate improvements accrued, not paid $ 12,538 $ 14,606

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 $ — $ ( 294,610 )

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 condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows:

As of June 30,

As of March 31,

Cash and cash equivalents $ 26,308 $ 63,745

2 unchanged sentences

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows $ 87,690 $ 76,654

(1) Restricted cash consists of cash held for operations and amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our debt agreements.

(1) Restricted cash consists of cash held for operations and amounts escrowed for professional fees, utility deposits, borrowings under the debtor-in-possession facility and amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our debt agreements.

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

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12 unchanged sentences

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

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 7 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;

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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, to be issued by a wholly owned subsidiary of OPI;

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

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

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

• Any claims under our mortgage notes will be unimpaired;

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

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

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

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

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

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

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

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

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

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

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

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

See Note 9 for more information regarding our existing management agreements with RMR.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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 filing of this Quarterly Report on Form 10-Q.

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.

Going Concern

Our portfolio has been adversely affected by shifts in office space utilization, including increased remote work arrangements and tenants consolidating their real estate footprint, as well as ongoing market and economic conditions, including government spending and budget priorities.

Demand for office space continues to face headwinds, including in markets where we have a concentration of properties, such as Washington D.C., and declining rents and increasing costs to relet space when tenants can be identified continue to impact the market.

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

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

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

As of July 30, 2025, our total available liquidity was comprised of $ 90,102 of cash and, in addition to long-term debt, our near-term obligations include outstanding lease obligations of $ 72,394 , and principal debt repayments of $ 13,000 in 2025 and $ 277,431 in 2026.

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

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

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

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

Our condensed consolidated financial statements 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.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, No.

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

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

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

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

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 unaudited condensed consolidated financial statements are prepared in accordance with 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.

Bankruptcy Accounting

Effective on the Petition Date, we applied Financial Accounting Standards Board Accounting Standards Codification Topic 852, Reorganizations, or ASC 852, 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 reported separately as reorganization items, net in the condensed consolidated statement of comprehensive income (loss) and the condensed consolidated balance sheet must distinguish certain liabilities subject to compromise, or LSTC.

See Note 2 for more information.

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.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Chapter 11 Cases

Liabilities Subject to Compromise.

As of March 31, 2026 and December 31, 2025, we reclassified certain LSTC in our condensed consolidated balance sheets.

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, rejection of executory contracts, continued reconciliation or other events.

The following table presents LSTC as of March 31, 2026 and December 31, 2025:

As of March 31, 2026 As of December 31, 2025

Debt $ 1,519,069 $ 1,519,069

Accrued interest 42,230 42,230

Accounts payable and other liabilities

Total liabilities subject to compromise $ 1,569,407 $ 1,578,133

The determination of how liabilities will ultimately be settled or treated cannot be made until the 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 $ 5,111 of aggregate contractual interest expense during the three months ended March 31, 2026 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.

The following table presents reorganization items, net during the three months ended March 31, 2026:

Three Months Ended March 31, 2026

Professional fees $ 57,829

Debt issuance costs 1,937

Interest income earned on debtor-in-possession borrowings ( 234 )

Total reorganization items, net $ 59,532

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Per Common Share Amounts

3 unchanged sentences

The calculation of basic and diluted earnings per common share is as follows (amounts in thousands, except per share data):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net (loss) income $ ( 41,186 ) $ 76,171 $ ( 87,053 ) $ 70,987

Three Months Ended March 31,

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

Income attributable to unvested participating securities — ( 6 )

Net (loss) income used in calculating earnings per common share $ ( 41,192 ) $ 75,740 $ ( 87,065 ) $ 70,576

Net loss used in calculating earnings per common share $ ( 93,021 ) $ ( 45,873 )

Denominators:

Weighted average common shares outstanding - basic and diluted 73,577 69,257

Net (loss) income per common share - basic and diluted $ ( 0.58 ) $ 1.56 $ ( 1.24 ) $ 1.45

Net loss per common share - basic and diluted $ ( 1.26 ) $ ( 0.66 )

Real Estate Properties

As of June 30, 2025, our 125 wholly owned properties contained approximately 17,270,000 rentable square feet, with an undepreciated carrying value of $ 3,676,919 , including $ 16,313 classified as held for sale.

As of March 31, 2026, our 122 wholly owned properties contained approximately 17,113,000 rentable square feet, with an undepreciated carrying value of $ 3,681,681 .

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.

1 unchanged sentence

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 three months ended June 30, 2025, we entered into 15 leases for approximately 416,000 rentable square feet for a weighted (by rentable square feet) average lease term of 5.4 years, and we made commitments of $ 7,974 for leasing related costs.

During the six months ended June 30, 2025, we entered into 26 leases for approximately 639,000 rentable square feet for a weighted (by rentable square feet) average lease term of 7.1 years, and we made commitments of $ 18,597 for leasing related costs.

As of June 30, 2025, we had estimated unspent leasing related obligations of $ 72,394 .

During the three months ended March 31, 2026, we entered into 13 leases for approximately 212,000 rentable square feet for a weighted (by rentable square feet) average lease term of 4.5 years, and we made commitments of $ 4,516 for leasing related costs.

As of March 31, 2026, we had estimated unspent leasing related obligations of $ 54,390 .

We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of long lived assets.

7 unchanged sentences

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Disposition Activities

During the six months ended June 30, 2025, we sold three properties containing approximately 249,000 rentable square feet for an aggregate sales price of $ 26,900 , excluding closing costs.

The sales of these properties, as presented in the table 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 condensed consolidated statements of comprehensive income (loss).

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

Gain (Loss) on Sale of Real Estate

February 2025 1 Parsippany, NJ 100,000 $ 5,750 $ ( 4,620 )

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

3 249,000 $ 26,900 $ ( 4,578 )

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

As of June 30, 2025, we had three properties classified as held for sale in our condensed consolidated balance sheet.

In July 2025, we sold one of these properties for a sales price of $ 2,150 , excluding closing costs.

We recorded a loss on impairment of real estate of $ 2,426 to reduce the carrying value of this property during the six months ended June 30, 2025 to its fair value less estimated costs to sell.

As of July 29, 2025, we had three properties, including two properties classified as held for sale, under agreement to sell for an aggregate sales price of $ 28,863 , excluding closing costs, as summarized below:

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

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

December 2024 1 Reston, VA (2)

275,000 18,125

3 376,000 $ 28,863

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

(2) Property did not meet held for sale criteria as of June 30, 2025.

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

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

See Note 8 for more information regarding our properties held for sale.

We did not sell any properties during the three months ended March 31, 2026.

As of May 18, 2026, we had one property in Reston, VA containing approximately 275,000 rentable square feet under agreement to sell for a sales price of $ 18,125 , excluding closing costs.

This pending sale is subject to conditions;

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

Unconsolidated Joint Venture

As of June 30, 2025, we owned an interest in one joint venture that owned two properties.

As of March 31, 2026, we owned an interest in one joint venture that owned two properties.

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

As of June 30, 2025 and December 31, 2024, our investment in our unconsolidated joint venture is as follows:

As of March 31, 2026 and December 31, 2025, our investment in our unconsolidated joint venture is as follows:

OPI Carrying Value of Investment at

Joint Venture OPI Ownership June 30, 2025 December 31, 2024 Number of Properties Location Rentable Square Feet

Joint Venture OPI Ownership March 31, 2026 December 31, 2025 Number of Properties Location Rentable Square Feet

Prosperity Metro Plaza 51 % $ 17,075 $ 16,965 2 Fairfax, VA 346

As of June 30, 2025 and December 31, 2024, the mortgage debt of our unconsolidated joint venture is as follows:

As of March 31, 2026 and December 31, 2025, the mortgage debt of our unconsolidated joint venture is as follows:

Joint Venture Interest Rate (1)

Maturity Date Principal Balance at June 30, 2025 (2)

Maturity Date Principal Balance at March 31, 2026 (2)

Principal Balance at December 31, 2025 (2)

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None of the debt is recourse to us.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

As of June 30, 2025, the unamortized basis difference of our joint venture of $ 659 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 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 March 31, 2026, the unamortized basis difference of our joint venture of $ 638 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 condensed consolidated statements of comprehensive income (loss).

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

We recorded rental income under our leases of $ 105,082 and $ 123,686 during the three months ended June 30, 2025 and 2024, respectively, and $ 211,544 and $ 263,121 during the six months ended June 30, 2025 and 2024, respectively, including adjustments to increase rental income to record revenue on a straight line basis by $ 6,636 and $ 7,563 during the three months ended June 30, 2025 and 2024, respectively, and $ 13,492 and $ 14,942 during the six months ended June 30, 2025 and 2024, respectively.

Rents receivable, excluding properties classified as held for sale, included $ 141,965 and $ 140,132 of straight line rent receivables at June 30, 2025 and December 31, 2024, respectively.

We recorded rental income under our leases of $ 101,766 and $ 106,462 during the three months ended March 31, 2026 and 2025, respectively, including adjustments to increase rental income to record revenue on a straight line basis by $ 1,936 and $ 6,856 during the three months ended March 31, 2026 and 2025, respectively.

Rents receivable included $ 153,461 and $ 151,525 of straight line rent receivables at March 31, 2026 and December 31, 2025, respectively.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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 $ 18,916 and $ 38,770 for the three and six months ended June 30, 2025, respectively, of which tenant reimbursements totaled $ 18,164 and $ 37,256 , respectively.

For the three and six months ended June 30, 2024, such payments totaled $ 20,271 and $ 42,829 , respectively, of which tenant reimbursements totaled $ 19,067 and $ 40,396 , respectively.

Such payments totaled $ 19,377 and $ 19,854 for the three months ended March 31, 2026 and 2025, respectively, of which tenant reimbursements totaled $ 18,567 and $ 19,092 , respectively.

Concentration

Tenant and Credit Concentration

As of June 30, 2025 and 2024, the U.S.

As of March 31, 2026 and 2025, the U.S.

government and certain state and other government tenants combined were responsible for approximately 26.1 % and 25.1 %, respectively, of our annualized rental income.

government is our largest tenant by annualized rental income and represented approximately 17.1 % and 19.3 % of our annualized rental income as of June 30, 2025 and 2024, respectively.

government is our largest tenant by annualized rental income and represented approximately 17.5 % and 16.8 % of our annualized rental income as of March 31, 2026 and 2025, 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 June 30, 2025, our 125 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 14.1 %, 12.1 %, 10.9 %, 10.5 % and 9.4 % of our annualized rental income as of June 30, 2025, respectively.

Our principal debt obligations as of June 30, 2025 were:

As of March 31, 2026, our 122 wholly owned properties were located in 29 states and the District of Columbia.

Properties located in Virginia, California, Georgia, Illinois and Texas were responsible for approximately 14.3 %, 11.4 %, 10.8 %, 10.4 % and 10.2 % of our annualized rental income as of March 31, 2026, respectively.

Credit Agreement, Senior Notes and Mortgage Notes

Our principal debt obligations as of March 31, 2026 were:

(1) $ 325,000 of outstanding borrowings under our $ 325,000 secured revolving credit facility;

(2) $ 100,000 outstanding principal amount under our secured term loan;

(3) $ 1,827,598 aggregate outstanding principal amount of senior notes and (4) $ 177,320 aggregate outstanding principal amount of mortgage notes.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

(3) $ 1,819,069 aggregate outstanding principal amount of senior notes;

(4) $ 177,320 aggregate outstanding principal amount of mortgage notes;

and (5) $ 86,913 outstanding principal amount under our secured debtor-in-possession term loan.

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 $ 1,032,837 as of June 30, 2025.

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

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

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

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

Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the 19 collateral properties, our satisfying certain financial covenants and other credit facility conditions.

Interest payable on borrowings under our credit agreement is at a rate of the secured overnight financing rate, or SOFR, plus a margin of 350 basis points.

We are also required to pay an unused facility fee on the amount of total lending commitments of 25 to 35 basis points per annum based on amounts outstanding.

As of June 30, 2025 and July 29, 2025, our $ 325,000 revolving credit facility was fully drawn and $ 100,000 was outstanding under our term loan.

As of June 30, 2025, the annual interest rate payable on borrowings under our credit agreement was 7.9 %.

The weighted average annual interest rate for borrowings under our credit agreement for the three and six months ended June 30, 2025 was 7.9 % and 8.9 %, respectively, and 8.7 % for the three and six months ended June 30, 2024.

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 The RMR Group LLC, or 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 $ 0.01 per common share per quarter.

As of June 30, 2025, we believe we were in compliance with the terms and conditions of our respective covenants under our credit agreement and our senior notes indentures and their supplements.

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 six months ended June 30, 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 .

As of June 30, 2025, we have made $ 13,000 of scheduled quarterly principal repayments on these notes in 2025.

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.

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

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

The weighted average annual interest rate for borrowings under our credit agreement for the three months ended March 31, 2026 and 2025 was 10.6 % and 7.9 %, respectively.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Senior Notes Exchange

In March 2025, we exchanged $ 14,439 of new 8.00 % senior priority guaranteed unsecured notes, or the New 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 New Notes Delivered

Existing 2.650 % 2026 Notes

$ 6,559 $ 5,836

Existing 2.400 % 2027 Notes

Existing 3.450 % 2031 Notes

Total $ 20,990 $ 14,439

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

During the six months ended June 30, 2025, we recorded an aggregate gain related to the Senior Note Exchange of $ 833 , or $ 0.01 per common share, which is included in net gain (loss) on early extinguishment of debt in our condensed consolidated statements of comprehensive income (loss).

As of June 30, 2025, seven of our properties with an aggregate gross book value of real estate assets of $ 305,520 were encumbered by mortgage notes with an aggregate principal amount of $ 177,320 .

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.

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.

As of March 31, 2026, seven of our properties with an aggregate gross book value of real estate assets of $ 305,938 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.

Fair Value of Assets and Liabilities

The following table presents certain of our assets measured at fair value at June 30, 2025, categorized by level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:

Fair Value at Reporting Date Using

Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)

Non-recurring Fair Value Measurements Assets

Assets of properties held for sale (1)

$ 2,150 $ — $ 2,150 $ —

(1) We recorded an impairment charge of $ 2,426 to reduce the carrying value of one property that is classified as held for sale in our condensed consolidated balance sheet to its estimated fair value less estimated costs to sell of $ 158 , based on a negotiated sales price with a third party buyer (Level 2 input as defined in the fair value hierarchy under GAAP).

See Note 4 for more information.

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 negotiation with the special servicers and lenders of our other Mortgage Notes regarding potential waiver agreements.

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

We did not make any required principal payments during the three months ended March 31, 2026.

DIP Term Loan Credit Agreement

On November 5, 2025, the Bankruptcy Court entered an interim order allowing us to enter into a second 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) 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 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 and notice of their intent to equitize the DIP Facility with the Bankruptcy Court.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

In addition to the assets listed in the above table, our financial instruments also 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, amounts due to related persons, other accrued expenses and security deposits.

At June 30, 2025 and December 31, 2024, the fair values of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or floating interest rates, except as follows:

As of June 30, 2025 As of December 31, 2024

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.

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.

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 March 31, 2026 and December 31, 2025, the fair values of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or floating interest rates, except as follows:

As of March 31, 2026 As of December 31, 2025

Financial Instrument Carrying Value (1)

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78,306 3,810 78,306 7,831

Senior unsecured notes, 2.400 % interest rate, due in 2027

78,074 32,791 80,486 49,475

Senior secured notes, 3.250 % interest rate, due in 2027

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Total $ 1,975,941 $ 1,366,389 $ 1,974,275 $ 1,404,545

(1) Includes net unamortized debt premiums, discounts and issuance costs totaling $ 63,449 and $ 90,218 as of June 30, 2025 and December 31, 2024, respectively.

(2) These senior notes were redeemed in January 2025.

(3) These senior notes were issued in March 2025.

We estimated the fair values of our senior notes (except for our senior priority guaranteed unsecured notes due 2030 and our senior unsecured notes due 2050) using an average of the bid and ask price of the notes (Level 2 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

We estimated the fair 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.

(1) Includes net unamortized debt premiums, discounts and issuance costs totaling $ 20,449 and $ 22,115 as of March 31, 2026 and December 31, 2025, respectively.

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 OTC Pink Market, (Level 2 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

We estimated the fair values of our senior unsecured notes due 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.

Shareholders’ Equity

Share Purchases

During the six months ended June 30, 2025, we purchased 18,065 of our common shares, valued at a weighted average share price of $ 0.31 , from a former officer of ours and certain 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.

We withheld and purchased these common shares at their fair market values based upon the trading price of our common shares at the close of trading on Nasdaq on the applicable purchase dates.

The fair values presented are estimates and may not represent what investors may expect to receive as a result of the Chapter 11 Cases.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Distributions

During the six months ended June 30, 2025, we declared and paid a regular quarterly distribution to common shareholders as follows:

Declaration Date Record Date Paid Date Distributions Per Common Share Total Distributions

January 16, 2025 January 27, 2025 February 20, 2025 $ 0.01 $ 698

April 10, 2025 April 22, 2025 May 15, 2025 0.01 709

$ 0.02 $ 1,407

On July 10, 2025, we announced the suspension of our quarterly distribution on our common shares in order to preserve our cash.

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

During the three months ended June 30, 2025, we sold an aggregate 3,933,346 of our common shares under the ATM Program valued at a weighted average share price of $ 0.26 for net proceeds of $ 961 after deducting Agent commissions and other offering costs.

During the six months ended June 30, 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.

We did not sell any common shares under the ATM Program subsequent to June 30, 2025.

Business and Property Management Agreements with RMR

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

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

For the three and six months ended June 30, 2025 and 2024, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:

Financial Statement Three Months Ended June 30, Six Months Ended June 30,

For the three months ended March 31, 2026 and 2025, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:

Financial Statement Three Months Ended March 31,

Line Item 2026 2025

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$ 3,085 $ 3,181

$ 3,164 $ 4,413 $ 6,345 $ 8,963

Expense reimbursement:

2 unchanged sentences

$ 5,240 $ 5,538

(1) The net business management fees we recognized for the three months ended June 30, 2025 and 2024 each reflect a reduction of $ 151 and for the six months ended June 30, 2025 and 2024 each reflect a reduction of $ 302 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 three months ended June 30, 2025 and 2024 each reflect a reduction of $ 121 and for the six months ended June 30, 2025 and 2024 each reflect a reduction of $ 242 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

(1) The net business management fees we recognized for the three months ended March 31, 2026 and 2025 each reflect a reduction of $ 151 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 three months ended March 31, 2026 and 2025 each reflect a reduction of $ 121 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

(3) Amounts capitalized as buildings and improvements are depreciated over the estimated useful lives of the related assets.

Based on our common share total return, as defined in our business management agreement, as of June 30, 2025, no estimated incentive fees are included in the net business management fees we recognized for the three and six months ended June 30, 2025.

Based on our common share total return, as defined in our business management agreement, as of March 31, 2026, no estimated incentive fees are included in the net business management fees we recognized for the three months ended March 31, 2026.

The actual amount of annual incentive fees for 2026, if any, will be based on our common share total return for the three year period ending December 31, 2026, and will be payable in January 2027.

We did no t incur an incentive fee payable to RMR for the year ended December 31, 2025.

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.

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

Management Agreement Between Our Joint Venture and RMR .

6 unchanged sentences

RMR is a majority owned subsidiary of RMR Inc.

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

and an officer and employee of RMR.

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

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

The Chair of our

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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

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.

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

and an officer and employee of 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.

Portnoy serves as chair of the boards and as a managing trustee of these public companies.

Other officers of RMR, including Ms.

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

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

Our Manager, RMR.

4 unchanged sentences

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 $ 232 and $ 433 for the three and six months ended June 30, 2025, respectively, and $ 205 and $ 399 for the three and six months ended June 30, 2024, respectively.

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 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 International Hotels Corporation, or 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 $ 3,095 and $ 5,870 during the three and six months ended June 30, 2024, respectively, under 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.

Pursuant to our lease agreements with RMR, we recognized rental income from RMR for leased office space of $ 180 and $ 201 for the three months ended March 31, 2026 and 2025, respectively.

Sonesta International Hotels Corporation, or Sonesta, operates a 246,000 square foot hotel within a mixed-use property in Washington D.C.

under a management agreement that 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.

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

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 $ 9,417 and $ 16,570 of hotel operating revenues for the three and six months ended June 30, 2025, respectively, which is included in rental income in our condensed consolidated statements of comprehensive income (loss).

We realized returns under the Sonesta Management Agreement of $ 2,260 and $ 3,170 during the three and six months ended June 30, 2025, respectively.

We recognized $ 7,102 and $ 7,153 of hotel operating revenues for the three months ended March 31, 2026 and 2025, respectively, which is included in rental income in our condensed consolidated statements of comprehensive income (loss).

We realized returns under the Sonesta Management Agreement of $ 815 and $ 910 during the three months ended March 31, 2026 and 2025, respectively.

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

We did not incur capital expenditures under the Sonesta Management Agreement during the three and six months ended June 30, 2025.

Our annual priority return under the Sonesta Management Agreement as of June 30, 2025 was $ 7,500 .

Sonesta owed us $ 3,170 in owner’s priority returns and other amounts as of June 30, 2025.

Amounts due from Sonesta are included in due from related persons in our condensed consolidated balance sheet.

Our annual priority return under the Sonesta Management Agreement as of March 31, 2026 was $ 7,637 .

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 reser ves.

FF&E escrow deposits of $ 101 and $ 182 were required during the three and six months ended June 30, 2025, respectively.

FF&E escrow deposits of $ 213 and $ 81 were required during the three months ended March 31, 2026 and 2025 , respectively.

Sonesta owed us $ 685 and $ 231 in returns under the Sonesta Management Agreement as of March 31, 2026 and December 31, 2025, respectively.

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

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

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

We incurred management, brand promotion and loyalty fees of $ 447 and $ 808 for the three and six months ended June 30, 2025, respectively.

These fees and costs are included in other operating expenses in our condensed consolidated statements of

We incurred management, brand promotion and loyalty fees of $ 446 and $ 361 for the three months ended March 31, 2026 and 2025, respectively.

These fees and costs are included in other operating expenses in our condensed 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.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

comprehensive income (loss).

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

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 condensed 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 condensed consolidated statements of comprehensive income (loss).

We recognized $ 108 and $ 216 of amortization expense during the three and six months ended June 30, 2025, respectively, and as of June 30, 2025, the remaining unamortized balance of this receivable was $ 12,127 .

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

Clark is a director of Sonesta.

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

We are amortizing a straight line rent receivable through July 2053, the original expiration date of a prior lease for the hotel with Sonesta, as an increase to other operating expenses in our condensed consolidated statements of comprehensive income (loss).

We recognized $ 108 of amortization expense during each of the three months ended March 31, 2026 and 2025.

As of March 31, 2026 and December 31, 2025, the remaining unamortized balance of this receivable was $ 11,803 and $ 11,911 , respectively.

Portnoy is a director and controlling shareholder of Sonesta.

Another officer and employee of RMR is co-president and co-chief executive officer of Sonesta.

For more information about these and other such relationships and certain other related person transactions, refer to our 2025 Annual Report.

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ownership and leasing of real estate properties.

The chief operating decision maker, or CODM, is our President and Chief Operating Officer.

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 condensed consolidated statements of comprehensive income (loss).

1 unchanged sentence

The measure of segment assets is reported as total assets in our condensed consolidated balance sheets.

Condensed Combined Debtor-in-Possession Financial Information

The financial statements below represent the unaudited condensed combined financial statements of the Debtors.

As of and for the three months ended March 31, 2026, the results of OPI’s subsidiaries that are not included in the Chapter 11 Cases, or the Non-Filing Entities, are not included in these condensed combined financial statements.

Intercompany transactions among the Debtors have been eliminated in the financial statements contained herein.

Intercompany transactions among the Debtors and the Non-Filing Entities have not been eliminated in the Debtors' financial statements.

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Debtors’ Condensed Combined Balance Sheet

March 31, 2026

Real estate properties:

Land $ 675,765

Buildings and improvements 2,774,589

Total real estate properties, gross 3,450,354

Accumulated depreciation ( 696,611 )

Total real estate properties, net 2,753,743

Acquired real estate leases, net 113,317

Cash and cash equivalents 25,833

Restricted cash 52,231

Rents receivable 153,667

Due from related persons 685

Intercompany due from non-debtor entities

Deferred leasing costs, net 87,430

Other assets, net 329,388

Total assets $ 3,669,492

LIABILITIES AND SHAREHOLDERS’ EQUITY

Secured debt, net $ 794,040

Accounts payable and other liabilities 124,917

Due to related persons 6,008

Intercompany due to non-debtor entities

Assumed real estate lease obligations, net 7,706

Liabilities subject to compromise 1,569,407

Total liabilities 2,935,655

Commitments and contingencies

Shareholders’ equity:

Common shares of beneficial interest 739

Additional paid in capital 2,658,636

Cumulative net loss ( 455,622 )

Cumulative common distributions ( 1,469,916 )

Total shareholders’ equity 733,837

Total liabilities and shareholders’ equity $ 3,669,492

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Debtors’ Condensed Combined Statement of Operations

Three Months Ended

March 31, 2026

Rental income $ 100,440

Real estate taxes 12,509

Utility expenses 8,732

Other operating expenses 28,560

Depreciation and amortization 41,238

General and administrative 4,022

Total expenses 95,061

Interest and other income 431

Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 2,291 )

Reorganization items, net ( 59,532 )

Income before income tax expense

Income tax benefit 146

Net loss $ ( 92,098 )

OFFICE PROPERTIES INCOME TRUST

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Debtors’ Condensed Combined Statement of Cash Flows

Three Months Ended

March 31, 2026

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ ( 92,098 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation 30,787

Net amortization of debt premiums, discounts and issuance costs 2,291

Amortization of acquired real estate leases and assumed real estate lease obligations, net 7,617

Amortization of deferred leasing costs 3,706

Non-cash reorganization items

Straight line rental income ( 1,809 )

Other non-cash expenses, net 2

Change in assets and liabilities:

Rents receivable

Due from related persons ( 454 )

Deferred leasing costs ( 933 )

Other assets 504

Accounts payable and other liabilities ( 1,306 )

Due to related persons ( 615 )

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate improvements ( 14,468 )

Net cash used in investing activities ( 14,468 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings on debtor-in-possession secured term loan

Net cash provided by financing activities

Increase in cash, cash equivalents and restricted cash 5,173

Cash, cash equivalents and restricted cash at beginning of period 72,891

Cash, cash equivalents and restricted cash at end of period $ 78,064

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements