OFFICE PROPERTIES INCOME TRUST 10-Q

Item 1. Financial Statements OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) (unaudited) March 31, 2026 December 31, 2025 ASSETS Real estate properties: Land $ 706,623 $ 706,623 Buildings and improvements 2,975,058 2,970,072 Total real estate properties, gross 3,681,681 3,676,695 Accumulated depreciation ( 757,540 ) ( 729,543 ) Total real estate properties, net 2,924,141 2,947,152 Investment in unconsolidated joint venture 17,075 16,965 Acquired real estate leases, net 141,415 150,254 Cash and cash equivalents 26,308 29,486 Restricted cash 61,382 51,175 Rents receivable 171,511 164,114 Due from related persons 685 231 Deferred leasing costs, net 95,811 98,268 Other assets, net 29,526 30,951 Total assets $ 3,467,854 $ 3,488,596 LIABILITIES AND SHAREHOLDERS’ EQUITY Secured debt, net $ 968,111 $ 889,557 Accounts payable and other liabilities 129,159 126,856 Due to related persons 4,947 4,689 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 Commitments and contingencies Shareholders’ equity: Common shares of beneficial interest, $ .01 par value: 250,000,000 shares authorized, 73,941,128 shares issued and outstanding 739 739 Additional paid in capital 2,658,636 2,658,471 Cumulative net loss ( 401,328 ) ( 308,307 ) Cumulative common distributions ( 1,469,916 ) ( 1,469,916 ) Total shareholders’ equity 788,131 880,987 Total liabilities and shareholders’ equity $ 3,467,854 $ 3,488,596 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (amounts in thousands, except per share data) (unaudited) Three Months Ended March 31, 2026 2025 Rental income $ 108,868 $ 113,615 Expenses: Real estate taxes 13,094 13,458 Utility expenses 9,079 7,567 Other operating expenses 30,282 31,205 Depreciation and amortization 44,083 43,733 Transaction related costs — 876 General and administrative 4,299 5,058 Total expenses 100,837 101,897 Loss on sale of real estate — ( 4,737 ) Interest and other income 431 1,162 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 2,523 and $ 11,919 , respectively) ( 42,207 ) ( 53,378 ) 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 $ ( 1.26 ) $ ( 0.66 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (dollars in thousands) (unaudited) Number of Shares Common Shares Additional Paid In Capital Cumulative Net Loss Cumulative Common Distributions Total Shareholders’ Equity Balance at December 31, 2025 73,941,128 $ 739 $ 2,658,471 $ ( 308,307 ) $ ( 1,469,916 ) $ 880,987 Common share grants — — 165 — — 165 Net loss — — — ( 93,021 ) — ( 93,021 ) Balance at March 31, 2026 73,941,128 $ 739 $ 2,658,636 $ ( 401,328 ) $ ( 1,469,916 ) $ 788,131 Number of Shares Common Shares Additional Paid In Capital Cumulative Net Loss Cumulative Common 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 Net loss — — — ( 45,867 ) — ( 45,867 ) Distributions to common shareholders — — — — ( 698 ) ( 698 ) Balance at March 31, 2025 70,063,086 $ 701 $ 2,656,969 $ ( 81,800 ) $ ( 1,469,207 ) $ 1,106,663 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited) Three Months Ended March 31, 2026 2025 CASH FLOWS FROM 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 Net amortization of debt premiums, discounts and issuance costs 2,523 11,919 Amortization of acquired real estate leases and assumed real estate lease obligations, net 8,564 11,449 Amortization of deferred leasing costs 3,886 3,325 Loss on sale of real estate — 4,737 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 (earnings) losses of investees ( 110 ) 252 Total adjustments to reconcile net loss to net cash provided by operating activities: Change in assets and liabilities: Rents receivable ( 5,461 ) 366 Due from related persons ( 454 ) ( 853 ) Deferred leasing costs ( 933 ) ( 8,397 ) Other assets 660 ( 1,357 ) Accounts payable and other liabilities ( 1,107 ) ( 24,398 ) Due to related persons 258 ( 1,054 ) Net cash used in by operating activities ( 52,942 ) ( 28,588 ) CASH FLOWS FROM INVESTING ACTIVITIES: Real estate improvements ( 15,029 ) ( 11,229 ) Proceeds from sale of property, net — 26,263 Net cash (used in) provided by investing activities ( 15,029 ) 15,034 CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of senior unsecured notes — ( 171,600 ) Repayment of senior secured notes — ( 11,969 ) Payment of debt issuance costs — ( 835 ) 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 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 Cash, cash equivalents and restricted cash at end of period $ 87,690 $ 76,654 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (dollars in thousands) (unaudited) Three Months Ended March 31, 2026 2025 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 52,900 $ 64,008 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 NON-CASH FINANCING ACTIVITIES: Extinguishment of unsecured senior notes in exchange for senior priority guaranteed unsecured notes $ — $ ( 6,537 ) 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 March 31, 2026 2025 Cash and cash equivalents $ 26,308 $ 63,745 Restricted cash (1) 61,382 12,909 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 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. 7 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) (unaudited) Note 1. Basis of Presentation The accompanying condensed consolidated financial statements of Office Properties Income Trust and its subsidiaries, or OPI, we, us or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2025, or our 2025 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. 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; certain 8 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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; 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 9 for more information regarding our existing management agreements with RMR. 9 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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 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. 10 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) Note 2. 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 8,108 16,834 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 11 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) Note 3. Per Common Share Amounts We calculate basic earnings per common share using the two class method. We calculate diluted earnings per common 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 common share. The calculation of basic and diluted earnings per common share is as follows (amounts in thousands, except per share data): Three Months Ended March 31, 2026 2025 Numerators: Net loss $ ( 93,021 ) $ ( 45,867 ) Income attributable to unvested participating securities — ( 6 ) 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 per common share - basic and diluted $ ( 1.26 ) $ ( 0.66 ) Note 4. Real Estate Properties 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. 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 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. Impairment indicators may include declining tenant occupancy, lack of progress re-leasing 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. 12 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) Dispositions 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 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 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 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 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 March 31, 2026 (2) Principal Balance at December 31, 2025 (2) Prosperity Metro Plaza 4.09 % 12/1/2029 $ 48,877 $ 49,106 (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 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). Note 5. Leases 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 once 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. 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. 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. 13 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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 $ 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. Note 6. Concentration Tenant and Credit Concentration 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. The U.S. 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 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. Note 7. Indebtedness 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) $ 1,819,069 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 $ 1,035,771 as of March 31, 2026. 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 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. 14 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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. 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. 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. 15 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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. Note 8. 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) Fair Value Carrying Value (1) Fair Value Senior unsecured notes, 2.650 % interest rate, due in 2026 $ 133,929 $ 8,538 $ 133,929 $ 13,393 Senior unsecured notes, 2.400 % interest rate, due in 2027 78,306 3,810 78,306 7,831 Senior secured notes, 3.250 % interest rate, due in 2027 417,994 369,887 417,994 336,485 Senior secured notes, 9.000 % interest rate, due in March 2029 282,799 301,500 281,366 306,444 Senior secured notes, 9.000 % interest rate, due in September 2029 609,999 488,939 609,999 530,699 Senior priority guaranteed unsecured notes, 8.000 % interest rate, due in 2030 14,439 4,503 14,439 4,918 Senior unsecured notes, 3.450 % interest rate, due in 2031 102,402 7,168 102,402 10,240 Senior unsecured notes, 6.375 % interest rate, due in 2050 162,000 1,685 162,000 12,312 Mortgage notes payable 174,073 180,359 173,840 182,223 Total $ 1,975,941 $ 1,366,389 $ 1,974,275 $ 1,404,545 (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. The fair values presented are estimates and may not represent what investors may expect to receive as a result of the Chapter 11 Cases. 16 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) Note 9. 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. 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. 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 Pursuant to business management agreement: Business management fees (1) General and administrative expenses $ 3,023 $ 3,115 Pursuant to property management agreement: Property management fees (2) Other operating expenses $ 2,961 $ 2,874 Construction supervision fees Buildings and improvements (3) 124 307 $ 3,085 $ 3,181 Expense reimbursement: Property level expenses Other operating expenses $ 5,196 $ 5,488 Other reimbursed expenses General and administrative expenses 44 50 $ 5,240 $ 5,538 (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 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. 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 . 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. Note 10. 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 17 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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. 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. Our Manager, RMR. We have two agreements with RMR to provide management services to us. RMR also provides management services to our unconsolidated joint venture. See Note 10 for more information regarding our and our unconsolidated joint venture’s management agreement with 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 $ 180 and $ 201 for the three months ended March 31, 2026 and 2025, respectively. Sonesta. 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. 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 $ 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. 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 $ 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. 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 $ 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. 18 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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. Mr. 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. Note 11. 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 condensed 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 10. The measure of segment assets is reported as total assets in our condensed consolidated balance sheets. Note 12. 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. 19 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) Debtors’ Condensed Combined Balance Sheet March 31, 2026 ASSETS 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 153,198 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 433,577 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 20 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) Debtors’ Condensed Combined Statement of Operations Three Months Ended March 31, 2026 Rental income $ 100,440 Expenses: 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 ) ( 38,522 ) Reorganization items, net ( 59,532 ) Income before income tax expense ( 92,244 ) Income tax benefit 146 Net loss $ ( 92,098 ) 21 Table of Contents OFFICE PROPERTIES INCOME TRUST (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) (unaudited) 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 1,687 Straight line rental income ( 1,809 ) Other non-cash expenses, net 2 Change in assets and liabilities: Rents receivable ( 4,738 ) 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 ( 55,359 ) 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 75,000 Net cash provided by financing activities 75,000 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 22 Table of Contents