What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-22 · 671 added, 321 removed, 296 unchanged (77% of the section changed)

3 unchanged sentences

(dollars in thousands, except per share data)

September 30, 2025 December 31, 2024

Successor Predecessor

June 30, 2026 December 31, 2025

Real estate properties:

10 unchanged sentences

Rents receivable 17,147 164,114

Due from related persons 407 231

Deferred leasing costs, net 2,688 98,268

2 unchanged sentences

LIABILITIES AND SHAREHOLDERS’ EQUITY

Unsecured debt, net $ 488,708 $ 662,277

Secured debt, net $ 1,683,556 $ 889,557

3 unchanged sentences

Assumed real estate lease obligations, net 32,409 8,374

Total liabilities not subject to compromise 1,863,075 1,029,476

Liabilities subject to compromise — 1,578,133

Total liabilities 1,863,075 2,607,609

1 unchanged sentence

Shareholders’ equity:

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

250,000,000 shares authorized, 73,943,439 and 69,824,743 shares issued and outstanding, respectively

Successor common shares of beneficial interest, $ .01 par value:

100,000,000 shares authorized, 21,953,577 shares issued and outstanding in 2026

Predecessor common shares of beneficial interest, $ .01 par value:

250,000,000 shares authorized, 73,941,128 shares issued and outstanding in 2025

Additional paid in capital 514,322 2,658,471

7 unchanged sentences

(amounts in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

Successor Predecessor

Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025

Rental income $ 18,359 $ 98,473 $ 114,499

Real estate taxes 2,045 10,736 12,111

Utility expenses 1,081 4,664 5,683

Other operating expenses 4,019 26,303 31,237

Depreciation and amortization 8,094 54,436 43,838

Loss on impairment of real estate — — 2,426

Transaction related costs — — 3,940

General and administrative 1,263 4,213 4,816

Total expenses 16,502 100,352 104,051

Gain on sale of real estate — — 159

Fair value adjustment of warrants 1,491 — —

Interest and other income 949 368 788

Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 236 , $ 2,130 and $ 11,364 , respectively)

( 6,544 ) ( 42,341 ) ( 52,507 )

Net gain on early extinguishment of debt — — 148

Reorganization items, net ( 894 ) ( 745,342 ) —

Loss before income tax expense and equity in net earnings (losses) of investees ( 3,141 ) ( 789,194 ) ( 40,964 )

Income tax expense ( 38 ) ( 207 ) ( 94 )

Equity in net earnings (losses) of investees 92 382 ( 128 )

Net loss $ ( 3,087 ) $ ( 789,019 ) $ ( 41,186 )

Weighted average common shares outstanding (basic and diluted) 21,954 72,916 71,282

Per common share amounts (basic and diluted):

$ ( 0.14 ) $ ( 10.82 ) $ ( 0.58 )

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

OFFICE PROPERTIES INCOME TRUST

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands, except per share data)

Successor Predecessor

Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025

Rental income $ 18,359 $ 207,341 $ 228,114

7 unchanged sentences

Total expenses 16,502 201,189 205,948

Gain (loss) on sale of real estate 6 8,456 ( 4,572 ) 6,008

Loss on sale of real estate — — ( 4,578 )

Fair value adjustment of warrants 1,491 — —

Interest and other income 949 799 1,950

1 unchanged sentence

( 6,544 ) ( 84,548 ) ( 105,885 )

Net (loss) gain on early extinguishment of debt ( 354 ) 264 ( 449 ) 225,637

(Loss) income before income tax benefit (expense) and equity in net losses of investees ( 66,485 ) ( 58,018 ) ( 152,927 ) 13,328

Income tax benefit (expense) 261 ( 230 ) 30 ( 179 )

Equity in net losses of investees ( 115 ) ( 166 ) ( 495 ) ( 576 )

Net (loss) income $ ( 66,339 ) $ ( 58,414 ) $ ( 153,392 ) $ 12,573

Net loss on early extinguishment of debt — — ( 95 )

Reorganization items, net ( 894 ) ( 804,874 ) —

Loss before income tax expense and equity in net earnings (losses) of investee ( 3,141 ) ( 882,471 ) ( 86,442 )

Income tax expense ( 38 ) ( 61 ) ( 231 )

Equity in net earnings (losses) of investees 92 492 ( 380 )

Net loss $ ( 3,087 ) $ ( 882,040 ) $ ( 87,053 )

Weighted average common shares outstanding (basic and diluted) 21,954 73,267 70,275

Per common share amounts (basic and diluted):

Net (loss) income

$ ( 0.14 ) $ ( 12.04 ) $ ( 1.24 )

7 unchanged sentences

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

Balance at December 31, 2025 (Predecessor) 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 )

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

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

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

Common share grants — — 888 — — 888

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

Net loss — — — ( 789,019 ) — ( 789,019 )

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

Common share grants — — 238 — — 238

Common share repurchases ( 32,751 ) ( 1 ) ( 26 ) — — ( 27 )

Cancellation of Predecessor equity ( 73,941,128 ) ( 739 ) ( 2,659,524 ) 1,190,347 1,469,916 —

Issuance of Successor common shares 21,953,577 220 514,322 — — 514,542

Balance at June 17, 2026 (Predecessor) 21,953,577 $ 220 $ 514,322 $ — $ — $ 514,542

Balance at June 18, 2026 (Successor) 21,953,577 $ 220 $ 514,322 $ — $ — $ 514,542

Net loss — — — ( 3,087 ) — ( 3,087 )

Balance at September 30, 2025 73,943,439 $ 739 $ 2,658,302 $ ( 189,325 ) $ ( 1,469,916 ) $ 999,800

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

OFFICE PROPERTIES INCOME TRUST

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars in thousands)

Balance at June 30, 2026 (Successor) 21,953,577 $ 220 $ 514,322 $ ( 3,087 ) $ — $ 511,455

of Shares Common Shares Additional

Paid In Capital Cumulative

Net Income Cumulative

Net Loss Cumulative

Distributions Total Shareholders’ Equity

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

Balance at December 31, 2024 (Predecessor) 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 )

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

Balance at March 31, 2024 48,754,546 488 2,621,849 94,990 ( 1,466,963 ) 1,250,364

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

Issuance of common shares 3,184,432 32 7,416 — — 7,448

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

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

Common share grants — — 205 — — 205

2 unchanged sentences

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

Balance at September 30, 2024 53,910,981 $ 539 $ 2,633,253 $ 112,747 $ ( 1,467,953 ) $ 1,278,586

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

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

2 unchanged sentences

(dollars in thousands)

Nine Months Ended September 30,

Successor Predecessor

Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 153,392 ) $ 12,573

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

Net loss $ ( 3,087 ) $ ( 882,040 ) $ ( 87,053 )

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

Depreciation 746 75,685 59,785

2 unchanged sentences

Amortization of deferred leasing costs 1 8,865 6,824

Loss (gain) on sale of real estate 4,572 ( 6,008 )

Loss on sale of real estate — — 4,578

Loss on impairment of real estate — — 2,426

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

Fair value adjustment to warrants 1,491 — —

Non-cash reorganization items — 648,892 —

Straight line rental income ( 1,337 ) 1,063 ( 13,492 )

Other non-cash expenses, net — 751 156

Equity in net losses of investees 495 576

Equity in net (earnings) losses of investees ( 92 ) ( 492 ) 380

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

Change in assets and liabilities:

Rents receivable ( 3,241 ) ( 2,797 ) ( 2,503 )

Due from related persons 517 ( 692 ) ( 3,170 )

Deferred leasing costs ( 92 ) ( 2,635 ) ( 11,405 )

2 unchanged sentences

Due to related persons 1,427 ( 1,365 ) ( 1,065 )

Net cash (used in) provided by operating activities ( 8,365 ) 41,442

Net cash provided by (used in) operating activities 9,564 ( 111,683 ) 3,811

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Proceeds from sale of property, net — — 26,245

Net cash used in investing activities ( 7,515 ) ( 13,251 )

Net cash (used in) provided by investing activities — ( 22,337 ) 4,506

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 — — ( 18,469 )

Borrowings on revolving credit facility — 327,000

Repayments on revolving credit facility — ( 332,000 )

Borrowings on secured term loan — 100,000

Payment of debt issuance costs — — ( 1,153 )

Borrowings on debtor-in-possession secured term loan — 115,000 —

Proceeds from rights offering — 33,584 —

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

1 unchanged sentence

Distributions to common shareholders — — ( 1,407 )

Net cash used in financing activities ( 200,126 ) ( 18,636 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 216,006 ) 9,555

Net cash provided by (used in) financing activities — 148,584 ( 191,528 )

Increase (decrease) in cash, cash equivalents and restricted cash 9,564 14,564 ( 183,211 )

Cash, cash equivalents and restricted cash at beginning of period 95,225 80,661 275,165

4 unchanged sentences

(dollars in thousands)

Nine Months Ended September 30,

Successor Predecessor

Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025

SUPPLEMENTAL CASH FLOW INFORMATION:

1 unchanged sentence

Income taxes paid $ — $ 279 $ 139

Cash paid for reorganization items, net $ 23 $ 128,246 $ —

NON-CASH INVESTING ACTIVITIES:

Real estate improvements accrued, not paid $ 3,077 $ 7,535 $ 14,772

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 $ — $ ( 295,462 )

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 September 30,

Successor Predecessor

As of June 30, 2026 As of June 30, 2025

Cash and cash equivalents $ 50,751 $ 78,176

2 unchanged sentences

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows $ 104,789 $ 91,954

(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 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.

11 unchanged sentences

Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

Due to the lack of comparability with historical consolidated financial statements, our unaudited consolidated financial statements and related footnotes are presented with a “black line” that separates the Predecessor and Successor periods to emphasize the lack of comparability between amounts presented after the Effective Date (as defined below) and amounts presented for all prior periods.

The Successor’s financial results for future periods following the adoption of fresh start accounting will be different from historical trends and the differences may be material.

See Note 2 “Fresh Start Accounting” for additional information.

The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts.

1 unchanged sentence

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

There were no material changes to our significant accounting policies during the Predecessor and Successor periods of fiscal 2026, compared to the significant accounting policies described in our 2025 Annual Report.

Voluntary Reorganization Under and Emergence from Chapter 11 Bankruptcy

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 (as described further below), or the DIP Facility, which was approved by the Bankruptcy Court on a final basis on February 4, 2026.

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.

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 prior 9.00 % senior secured notes due September 2029, or the Old 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 Old 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.

During the pendency of the Chapter 11 Cases, the Debtors continued 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 were authorized to pay all debts and honor all obligations arising in the ordinary course of our business after the Petition Date.

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 such events of default was automatically stayed during the pendency of the Chapter 11 Cases.

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

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

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

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

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

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

On June 17, 2026, or the Effective Date, the conditions precedent to the effectiveness of the Plan were satisfied and the Debtors emerged from the Chapter 11 Cases.

Following the Effective Date, certain of the Debtors’ Chapter 11 Cases remain open to administer claims pursuant to the Plan.

The claims resolutions process is ongoing and certain of these claims remain subject to the jurisdiction of the Bankruptcy Court.

In accordance with the Plan approved by the Bankruptcy Court, the following significant transactions occurred on the Effective Date:

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

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, or the 2030 Notes, will receive 100 % of their claims in newly issued shares of the reorganized common equity (subject to dilution pursuant to the Plan);

• 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.

DIP Term Loan Credit Agreement

On November 5, 2025, the Bankruptcy Court entered an interim order allowing us to enter into a secured debtor-in-possession term loan credit agreement, or the Initial DIP Credit Agreement.

The Initial DIP Credit Agreement provided for a multiple draw secured debtor-in-possession term loan facility in an aggregate principal amount of up to $ 125,000 .

An initial borrowing of $ 10,000 was made following the entry of the interim order and our entry into the Initial DIP Credit Agreement on November 6, 2025.

(dollars in thousands, except per share data)

• We issued $ 420,000 of new 10.000 % senior secured notes due 2031, or the 2031 Secured Exit Notes.

The 2031 Secured Exit Notes require semi-annual interest payments, may be prepaid at any time and are secured by first liens on 48 of our properties, 19 of which previously secured the Old September 2029 Notes, and second liens on the 19 properties securing our credit agreement (as defined below).

The 2031 Secured Exit Notes and 6,183,467 of newly issued common shares of beneficial interest, $ .01 par value per share, of OPI, or the Reorganized Common Equity, were issued in settlement of allowed claims relating to the Old September 2029 Notes.

• A newly formed bankruptcy-remote special purpose vehicle, which is a direct, wholly owned subsidiary of ours, issued $ 385,000 of new 8.375 % senior secured notes due 2029, or the 2029 Secured Exit Notes, in accordance with the terms of the settlement with certain holders of our previously outstanding 3.25 % senior secured notes due 2027, or the Old 2027 Senior Secured Notes.

The 2029 Secured Exit Notes require quarterly interest payments, may be prepaid at any time, subject to certain early redemption fees, and are secured by first liens on 31 of our properties which previously secured the Old 2027 Senior Secured Notes.

On July 31, 2026, we paid a settlement fee of $ 10,000 in accordance with the terms of the settlement with certain holders of the Old 2027 Senior Secured Notes.

• We entered into a waiver and amendment, or the credit agreement amendment, to our credit agreement which governs our $ 325,000 secured revolving credit facility and $ 100,000 secured term loan, or our credit agreement, pursuant to which, (i) all of the defaults under our credit agreement arising from the Chapter 11 Cases were permanently waived, (ii) interest payable on borrowings under our credit agreement was set at a rate of the secured overnight financing rate, or SOFR, plus a margin of 550 basis points, which margin increases to 750 basis points effective January 1, 2027, and (iii) our credit agreement was ratified and confirmed and remains in full force and effect.

• The DIP Facility was terminated in connection with our emergence from the Chapter 11 Cases.

Allowed claims related to the DIP Facility, including outstanding principal under the DIP Facility, plus all accrued interest, fees, costs and other charges, were satisfied through the issuance of shares of the Reorganized Common Equity at a conversion price of $ 12.60 per share.

Additional fees related to the DIP Facility were satisfied through (i) in respect of the anchor capital commitment fee and exit fee, a distribution of Reorganized Common Equity at a conversion price of $ 20.00 per share and (ii) in respect of the upfront fee, a distribution of Reorganized Common Equity at a conversion price of $ 12.60 per share.

The aggregate number of shares of Reorganized Common Equity issued in satisfaction of allowed claims for the DIP Facility was 11,056,417 .

• Holders of certain of our then outstanding unsecured notes received subscription rights to participate in an offering of $ 35,000 of Reorganized Common Equity, or the Rights Offering.

Holders who elected to participate purchased shares of Reorganized Common Equity at a price of $ 17.00 per share.

To facilitate the Rights Offering, we entered into an agreement with certain holders of certain of our then outstanding unsecured notes, whereby those holders agreed to purchase the unsubscribed shares of Reorganized Common Equity in the Rights Offering.

We issued an aggregate amount of 2,150,506 shares of Reorganized Common Equity through the Rights Offering, including in respect of fees to the holders that purchased the unsubscribed shares.

• Holders of certain of our series of unsecured notes received the following:

◦ Pro rata share of 1,351,308 of newly issued shares of Reorganized Common Equity;

◦ 1,155,450 warrants, each exercisable for one share of Reorganized Common Equity, or the New Warrants, which have an exercise price of $ 25.00 per share and are exercisable within seven years from the Effective Date.

• Treatment of certain of our other debt instruments and allowed claims were as follows:

◦ Holders of our prior 8.00 % senior priority guaranteed unsecured notes due 2030 received their pro rata share of 772,807 shares of Reorganized Common Equity;

◦ Our 9.00 % senior secured notes due March 2029 were reinstated and rendered unimpaired;

◦ Any claims under our mortgage notes were rendered unimpaired and reinstated at the Effective Date;

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

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 a notice of their intent to equitize the DIP Facility with the Bankruptcy Court.

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

Fees and expenses under the DIP Facility include:

(a) an upfront fee equal to (i) cash at 2.25 % of the lenders’ commitments or (ii) common equity of the reorganized OPI in an aggregate amount equal to 3.60 % of the commitments, which fee was earned upon the initial funding of each loan under the DIP Facility and is payable in kind;

(b) an anchor capital commitment fee of 10.00 % of the lenders’ commitments under the DIP Facility payable to certain backstop parties, which was earned upon the initial funding of the DIP Facility, and may be paid, at our election, in cash or common equity of the reorganized company;

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

In the event of a voluntary prepayment, we are required to pay, for the ratable account of each lender, in cash a prepayment premium equal to 1.0 % multiplied by the sum of the principal amount of the borrowings that are being repaid at such time.

A commitment fee is also due for the ratable account of each Tranche B Term Loan lender, in an aggregate amount equal to 0.75 % per annum times the actual daily amount of the aggregate undrawn Tranche B Term Loan commitments.

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.

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.

(dollars in thousands, except per share data)

◦ Allowed administrative claims, priority tax claims, other secured claims, trade and vendor claims and other priority claims were paid in full in cash or received such other treatment reinstating such claims or rendering such claims unimpaired;

◦ Other general unsecured claims that were allowed for $ 25 or less were paid in full in cash and other general unsecured claims that were allowed for more than $ 25 received $ 25 in cash.

• All of our common shares of beneficial interest issued and outstanding immediately prior to the Effective Date were deemed cancelled, discharged and of no force or effect.

• All obligations under each of our previously outstanding senior unsecured notes were cancelled.

In addition, on the Effective Date, we entered into a Third Amended and Restated Business Management Agreement, or the Amended Business Management Agreement, and a Third Amended and Restated Property Management Agreement, or the Amended Property Management Agreement, and, together with the Amended Business Management Agreement, the Amended RMR Management Agreements, with The RMR Group LLC, or RMR.

The initial term of each of the Amended RMR Management Agreements is five years , with the annual fee under the Amended Business Management Agreement set at $ 14,000 per year for the first two years and the fees under the Amended Property Management Agreement being consistent with the fees under our prior property management agreement with RMR.

In addition to the management fees, pursuant to the Amended Business Management Agreement, we issued 439,072 shares of Reorganized Common Equity to RMR on the Effective Date.

The Amended Business Management Agreement also provides for the issuance to RMR of common shares equal to up to 8 % of the Reorganized Common Equity upon the satisfaction of certain financial and/or performance metrics to be determined by our Board of Trustees.

See Note 10 for more information regarding our new and prior management agreements with RMR.

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.

Prior to and during the Chapter 11 Cases, substantial doubt about our ability to continue as a going concern existed.

As a result of the restructuring transactions completed on the Effective Date, we reduced our aggregate outstanding debt obligations by approximately $ 714,000 , while also increasing the weighted average term to maturity of our indebtedness.

Following emergence from the Chapter 11 Cases, the reduction in indebtedness and extension of debt maturities improved our financial flexibility, alleviated near-term refinancing pressures and restored our ability to pursue capital market alternatives that were not available prior to emergence.

We currently have $ 425,000 outstanding under our credit agreement that matures in January 2027 and are required to make $ 50,000 of principal payments under the 2029 Secured Exit Notes during the next twelve months.

We currently expect to satisfy these obligations through our existing cash balances, operating cash flows, asset sales and potential capital market transactions.

As part of these plans, we are currently actively working with a bank on options to refinance our revolving credit facility and term loan prior to its maturity and we have identified 32 properties for sale, two of which were sold in July 2026 for an aggregate gross sales price of $ 58,500 , nine of which are under agreement to sell for an aggregate gross sales price of $ 49,675 , and the remaining 21 of which are being actively marketed.

After considering the actions through the restructuring and management’s plans, including anticipated asset sales and refinancing activities, management believes it is probable that we will be able to satisfy our obligations as they become due during the next 12 months.

Accordingly, management concluded that the conditions that raised substantial doubt about our ability to continue as a going concern have been alleviated.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

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

The accompanying unaudited condensed consolidated financial statements do not reflect the effects of the Chapter 11 Cases.

Effective on the Petition Date, we began applying 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 certain liabilities subject to compromise, or LSTC, in the condensed consolidated balance sheet.

In addition, the condensed consolidated statement of comprehensive income (loss) must distinguish transactions directly associated with the reorganization separately as reorganization items, net.

These items include the write off of unamortized discounts, premiums and issuance costs related to debt classified as LSTC, which amounted to $ 25,429 as of the Petition Date.

We did not meet the conditions for the application of ASC 852 as of September 30, 2025, as the Chapter 11 Cases occurred subsequent to that date.

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.

(dollars in thousands, except per share data)

Fresh Start Accounting

Adoption of ASC 852

Effective on the Petition Date, we applied Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 852, Reorganizations, or ASC 852, which specifies the accounting and financial reporting requirements for entities reorganizing through Chapter 11 bankruptcy proceedings.

Beginning on the Petition Date, these requirements included distinguishing transactions directly associated with the reorganization reported separately as reorganization items, net in the condensed consolidated statement of comprehensive income (loss) and to distinguish certain liabilities subject to compromise, or LSTC, in the condensed consolidated balance sheet.

Fresh Start Accounting

In connection with our emergence from bankruptcy and in accordance with ASC 852, we qualified for and applied fresh start accounting on the Effective Date.

We were required to apply fresh start accounting because (i) the holders of existing voting shares of OPI prior to its emergence received less than 50 % of the voting shares of OPI outstanding following its emergence from bankruptcy and (ii) the reorganization value of our assets immediately prior to confirmation of the Plan of $ 2,364,978 was less than the post-petition liabilities and allowed claims of $ 2,739,137 .

Under fresh start accounting, we allocated our reorganization value to our individual assets based on their estimated fair value in conformity with FASB ASC Topic 820, Fair Value Measurements and FASB ASC Topic 805, Business Combinations .

Our condensed consolidated financial statements and notes segregate the financial position and results of operations of OPI up to and including its emergence from the Chapter 11 Cases on the Effective Date, or the Predecessor, and the financial position and results of operations of OPI subsequent to its emergence from the Chapter 11 Cases on the Effective Date, or the Successor.

References to Successor relate to the financial position and results of operations of OPI after the Effective Date and references to Predecessor relate to the financial position and results of operations up to and including the Effective Date.

As a result, the condensed consolidated financial statements subsequent to the Effective Date are not comparable with the condensed consolidated financial statements as of or prior to that date.

Reorganization Value

Reorganization value approximates the fair value of an entity immediately after a restructuring.

As set forth in the disclosure statement with respect to the Chapter 11 Cases approved by the Bankruptcy Court, the enterprise value of the Successor is estimated to be in a range of $ 2,050,000 and $ 2,250,000 .

We engaged third-party valuation advisors to assist with the determination of the estimate of the enterprise value and the corresponding implied equity value of the Successor.

The estimate of the enterprise value was derived using a discounted cash flow, or DCF, analysis based on financial projections for our properties.

The DCF analysis estimated the present value of projected debt-free, after-tax free cash flows through December 31, 2030, together with an estimated terminal value, using discount rates based on our weighted average cost of capital.

The most significant assumptions included projected operating cash flows, exit capitalization rates within a range of 9.50 % to 12.50 %, discount rates within a range of 8.75 % to 11.00 % and financing assumptions.

Our third-party valuation advisors also considered market based valuation methodologies, including analyses of select market peers and comparable transactions.

Management concluded that the appropriate estimate of the enterprise value was $ 2,150,000 .

Because the valuation is dependent on assumptions regarding future operating performance and market conditions, actual results could differ materially from those estimates.

The following table reconciles the enterprise value to the implied value of the Successor equity as of the Effective Date:

Enterprise Value $ 2,150,000

Cash and cash equivalents 45,799

Fair value of our investment in unconsolidated joint venture 12,764

Fair value of debt ( 1,683,321 )

Fair value of New Warrants ( 10,700 )

Implied Successor equity value $ 514,542

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

The following table reconciles the enterprise value to the reorganization value of the Successor’s assets to be allocated to our individual assets as of the Effective Date:

Enterprise Value $ 2,150,000

Cash and cash equivalents 45,799

Accounts payable and other liabilities 167,115

Fair value of our investment in unconsolidated joint venture 12,764

Fair value of New Warrants included in accounts payable and other liabilities ( 10,700 )

Reorganization value of Successor assets $ 2,364,978

Valuation Process

The fair values of our properties, investment in unconsolidated joint venture, long-term debt and warrants were estimated as of the Effective Date.

Real Estate Properties.

We determined the fair value of each property with the engagement of a third-party valuation specialist and using methods similar to those used by independent appraisers, which involved estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others.

We allocated a portion of the fair value of our properties to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases) of the difference, if any, between (i) the contractual amounts to be paid pursuant to the acquired in place leases and (ii) our estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases.

We allocated a portion of the fair value to acquired in place leases and tenant relationships based upon market estimates of the cost to lease up the property based on the leases in place.

Investment in Unconsolidated Joint Venture.

The fair value of our investment in our unconsolidated joint venture was determined by valuing the underlying real estate properties owned by the joint venture through the same valuation methods outlined above.

We then applied our percentage of ownership to the fair value of the assets and liabilities of the joint venture, which resulted in the fair value of our investment in the unconsolidated joint venture.

Senior Notes and Credit Facility.

The estimated fair values of our senior secured notes and secured revolving credit facility and secured term loan were determined using income based valuation techniques that incorporated contractual cash flows, market interest rates and credit spreads for comparable debt instruments.

Significant inputs included market based yield assumptions reflecting our credit risk and the terms and characteristics of the underlying debt instruments.

We estimated the fair value of the New Warrants as of the Effective Date using an option-pricing valuation technique that considered the market value of the underlying common shares, the exercise price and contractual term of the warrants, as well as assumptions regarding expected volatility, risk-free interest rates and expected dividend yield.

Enterprise value includes the value of warrants that are classified as liabilities.

Condensed Consolidated Balance Sheet

The following condensed consolidated balance sheet is as of June 17, 2026.

This condensed consolidated balance sheet includes adjustments that reflect the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”), as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column “Fresh Start Adjustments”) as of the Effective Date.

The explanatory notes following the table below provide further details on the adjustments, including the assumptions and methods used to determine fair value for the assets and liabilities.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Predecessor Reorganization Adjustments Fresh Start Adjustments Successor

Real estate properties:

Land $ 706,623 $ ( 218,408 ) (a) $ 118,818 (k) $ 607,033

Buildings and improvements 2,955,273 ( 608,900 ) (a) ( 1,849,262 ) (l) 497,111

Total real estate properties, gross 3,661,896 ( 827,308 ) (a) ( 1,730,444 ) 1,104,144

Accumulated depreciation ( 777,430 ) 146,687 630,743 (m) —

Total real estate properties, net 2,884,466 ( 680,621 ) ( 1,099,701 ) 1,104,144

Investment in unconsolidated joint venture 17,457 — ( 4,693 ) (n) 12,764

Assets of properties held for sale — 707,854 (a) ( 412,740 ) (o) 295,114

Acquired real estate leases, net 134,160 ( 7,409 ) (a) 706,982 (p) 833,733

Cash and cash equivalents 68,349 ( 22,550 ) (b) — 45,799

Restricted cash 45,094 4,332 (c) — 49,426

Rents receivable 165,849 ( 11,503 ) (a) ( 141,361 ) (q) 12,985

Due from related persons 924 — — 924

Deferred leasing costs, net 91,953 ( 6,919 ) (a) ( 85,034 ) (r) —

Other assets, net 23,668 ( 235 ) (d) ( 13,344 ) (s) 10,089

Total assets $ 3,431,920 $ ( 17,051 ) $ ( 1,049,891 ) $ 2,364,978

LIABILITIES AND SHAREHOLDERS’ EQUITY

Secured debt, net $ 1,010,588 $ 677,188 (e) $ ( 4,455 ) (t) $ 1,683,321

Liabilities of properties held for sale — 8,050 (a) 2,583 (o) 10,633

Accounts payable and other liabilities 151,873 ( 20,964 ) (f) ( 10,382 ) (u) 120,527

Due to related persons 3,324 — — 3,324

Assumed real estate lease obligations, net 7,867 ( 352 ) (a) 25,116 (v) 32,631

Total liabilities not subject to compromise 1,173,652 663,922 12,862 1,850,436

Liabilities subject to compromise 1,565,485 ( 1,565,485 ) (g) — —

Total liabilities 2,739,137 ( 901,563 ) 12,862 1,850,436

Commitments and contingencies

Shareholders’ equity:

Predecessor common shares 739 ( 739 ) (h) — —

Predecessor additional paid in capital 2,659,524 ( 2,659,524 ) (h) — —

Successor common shares — 220 (i) — 220

Successor additional paid in capital — 514,322 (i) — 514,322

Cumulative net loss ( 497,564 ) 1,560,317 (j) ( 1,062,753 ) (w) —

Cumulative common distributions ( 1,469,916 ) 1,469,916 (h) — —

Total shareholders’ equity 692,783 884,512 ( 1,062,753 ) 514,542

Total liabilities and shareholders’ equity $ 3,431,920 $ ( 17,051 ) $ ( 1,049,891 ) $ 2,364,978

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Reorganization Adjustments

(a) Represents reclassification of properties that met the held for sale criteria as of the Effective Date.

(b) Changes in cash and cash equivalents include the following:

Cash proceeds from Rights Offering $ 33,584

Release of funds held in segregated bank accounts to cash and cash equivalents 22,768

Payment of lender professional fees and expenses, including lender success fees

Funding of the professional and success fee escrow, classified as restricted cash ( 34,667 )

Payment of accrued interest on certain prepetition debt ( 5,876 )

Payment of RMR business management fee ( 1,167 )

Payment of DIP Facility fees and expenses ( 50 )

Net change in cash and cash equivalents $ ( 22,550 )

Funding of the professional and success fee escrow, classified as restricted cash $ 34,667

Release of funds held in segregated bank accounts to cash and cash equivalents ( 22,768 )

Payment of lender professional fees and expenses

Payment of accrued interest on certain prepetition debt ( 2,460 )

Net change in restricted cash $ 4,332

(d) Represents the payment of the RMR business management fee in accordance with the Amended Business Management Agreement, classified as a prepaid asset of $ 1,167 and reclassification of other assets, net for properties held for sale.

(e) Changes in secured debt include the following:

Issuance of 2031 Secured Exit Notes $ 420,000

Issuance of 2029 Secured Exit Notes 385,000

Settlement of DIP Facility ( 127,812 )

Net change in secured debt, net $ 677,188

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

(f) Changes in accounts payable and other liabilities include the following:

Accrual of certain success fee $ 14,825

Issuance of New Warrants 10,700

Accrual of settlement fee 10,000

Reinstatement of accounts payable from liabilities subject to compromise 4,186

Payment of accrued lender fees and expenses ( 20,646 )

Equitization of DIP Facility fees ( 12,500 )

Settlement of postpetition accrued interest ( 11,495 )

Reclassification of accounts payable and other liabilities for properties held for sale ( 7,698 )

Payment of accrued interest on certain prepetition debt from cash and cash equivalents ( 5,876 )

Payment of accrued interest on certain prepetition debt from restricted cash ( 2,460 )

Net change in accounts payable and other liabilities $ ( 20,964 )

(g) LSTC settled in accordance with the Plan and the resulting gain were determined as follows:

Liabilities subject to compromise $ 1,565,485

Reinstatement of accounts payable from liabilities subject to compromise ( 4,186 )

Consideration provided to settle amounts per Plan:

Issuance of 2031 Secured Exit Notes ( 420,000 )

Issuance of 2029 Secured Exit Notes ( 385,000 )

Issuance of Reorganized Common Equity to holders of certain prepetition claims ( 192,758 )

Issuance of Reorganized Common Equity in connection with the Rights Offering ( 48,856 )

Cash proceeds from Rights Offering 33,584

Issuance of New Warrants ( 10,700 )

Recognition of settlement fee ( 10,000 )

Issuance of Reorganized Common Equity in connection with the Rights Offering backstop agreement ( 3,500 )

Net gain on settlement of liabilities subject to compromise $ 524,069

(h) Represents the cancellation of Predecessor equity.

(i) Changes in successor equity include the following:

Issuance of Reorganized Common Equity in connection with the settlement of DIP Facility and DIP Facility fee claims $ 259,137

Issuance of Reorganized Common Equity to holders of prepetition claims 192,758

Issuance of Reorganized Common Equity in connection with the Rights Offering 48,856

Issuance of Reorganized Common Equity to RMR in connection with Amended Business Management Agreement 10,291

Issuance of Reorganized Common Equity in connection with the Rights Offering backstop agreement 3,500

Net change in successor equity $ 514,542

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

(j) Reflects the Plan effects on cumulative net income as follows:

Gain on settlement of liabilities subject to compromise $ 524,069

Gain on settlement of postpetition accrued interest 11,495

Loss on settlement of DIP Facility claims, including fees and expenses ( 118,825 )

Recognition of lender professional fees and expenses, including lender success fees ( 21,653 )

Recognition of certain success fee ( 14,825 )

Issuance of Reorganized Common Equity to RMR in connection with Amended Business Management Agreement ( 10,291 )

Total reorganization items, net 369,970

Cancellation of Predecessor equity (direct to cumulative net income) 1,190,347

Net change in cumulative net income $ 1,560,317

Fresh Start Adjustments

We have applied fresh start accounting in accordance with ASC 852.

Fresh start accounting requires the revaluation of our assets and liabilities on the basis of fair value and the assignment of the Successor's reorganization value to identifiable tangible and intangible assets.

These adjustments reflect the actual amounts recorded as of the Effective Date.

(k) Reflects the removal of historical basis and step-down to estimated fresh start value of land under the purchase price allocation.

(l) Reflects the removal of historical basis and step-down to estimated fresh start value of buildings and improvements under the purchase price allocation.

(m) Reflects the elimination of historical accumulated depreciation in connection with the fresh start value of the related real estate.

(n) Reflects the fresh start adjustment to the investment in unconsolidated joint venture.

(o) Reflects the fresh start adjustment to assets and liabilities held for sale.

(p) Reflects the fresh start adjustment to acquired real estate leases, net, representing acquired in place leases and above-market lease intangibles recognized at emergence.

(q) Reflects the elimination of rents receivable, including straight line rent, which has no continuing fresh start value at emergence.

(r) Reflects the elimination of historical deferred leasing costs, net, which have no continuing fresh start value at emergence.

(s) Reflects the fresh start adjustment to other assets, net, consisting of adjustments to deferred financing fees on the secured line of credit and other assets.

(t) Reflects the fresh start adjustment to secured debt.

(u) Reflects the fresh start adjustment to accounts payable and other liabilities for below-market lease intangibles recognized at emergence.

(v) Reflects the fresh start adjustment to assumed real estate lease obligations, net.

(w) The table below reflects the fresh start adjustments impact on cumulative net income discussed above:

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Fresh start adjustment to land $ 118,818

Fresh start adjustment to buildings and improvements ( 1,849,262 )

Fresh start adjustment to accumulated depreciation 630,743

Fresh start adjustment to investment in unconsolidated joint venture ( 4,693 )

Fresh start adjustment to assets of properties held for sale ( 412,740 )

Fresh start adjustment to acquired real estate leases, net 706,982

Fresh start adjustment to rents receivable ( 141,361 )

Fresh start adjustment to deferred leasing costs, net ( 85,034 )

Fresh start adjustment to other assets, net ( 13,344 )

Fresh start adjustment to secured debt, net 4,455

Fresh start adjustment to liabilities of properties held for sale ( 2,583 )

Fresh start adjustment to accounts payable and other liabilities 10,382

Fresh start adjustment to assumed real estate lease obligations, net ( 25,116 )

Total fresh start adjustments, net $ ( 1,062,753 )

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 $ 9,427 of aggregate contractual interest expense during the 2026 Predecessor period 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 tables present reorganization items, net during the three and six months ended June 30, 2026:

Successor Predecessor Successor Predecessor

Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026

Professional fees $ 894 $ 84,919 $ 894 $ 142,748

Debt issuance costs — 3,528 — 5,465

Interest income earned on debtor-in-possession borrowings — ( 72 ) — ( 306 )

Net gain on the settlement of liabilities subject to compromise — ( 524,069 ) — ( 524,069 )

Net loss on fresh start adjustments — 1,062,753 — 1,062,753

Loss on settlement of DIP Facility claims, including fees and expenses — 118,825 — 118,825

Other items, net — ( 542 ) — ( 542 )

Total reorganization items, net $ 894 $ 745,342 $ 894 $ 804,874

Income taxes.

In connection with our emergence from the Chapter 11 Cases on the Effective Date, our net operating loss carryforwards and other tax attributes may be subject to limitation under section 382 of the Internal Revenue Code of 1986, as amended, or the Code, unless an exception applies.

We believe that the specific circumstances of our bankruptcy reorganization may allow us to qualify for an exception to the general limitations of section 382 of the Code.

We expect that our net operating loss carryforwards and other tax attributes will be reduced by the amount of discharge of indebtedness income arising from our Chapter 11 Cases that is excluded from our gross income under section 108 of the Code.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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.

We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method, including the impact of potentially dilutive common shares.

Potentially dilutive common shares during the Predecessor period included unvested share awards.

All unvested share awards were cancelled on the Effective Date.

Potentially dilutive common shares in the Successor period include the New Warrants.

The New Warrants were not included in our weighted average common shares outstanding - basic and diluted because the exercise price is above the fair market value of our common shares for the period presented.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net (loss) income $ ( 66,339 ) $ ( 58,414 ) $ ( 153,392 ) $ 12,573

Successor Predecessor

Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025

Net loss $ ( 3,087 ) $ ( 789,019 ) $ ( 41,186 )

Income attributable to unvested participating securities — — ( 6 )

Net (loss) income used in calculating earnings per common share $ ( 66,339 ) $ ( 58,416 ) $ ( 153,404 ) $ 12,499

Net loss used in calculating earnings per common share $ ( 3,087 ) $ ( 789,019 ) $ ( 41,192 )

Denominators:

Weighted average common shares outstanding - basic and diluted 21,954 72,916 71,282

Net (loss) income per common share - basic and diluted $ ( 0.90 ) $ ( 1.14 ) $ ( 2.15 ) $ 0.25

Net loss per common share - basic and diluted $ ( 0.14 ) $ ( 10.82 ) $ ( 0.58 )

Successor Predecessor

Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025

Net loss $ ( 3,087 ) $ ( 882,040 ) $ ( 87,053 )

Income attributable to unvested participating securities — — ( 12 )

Net loss used in calculating earnings per common share $ ( 3,087 ) $ ( 882,040 ) $ ( 87,065 )

Denominators:

Weighted average common shares outstanding - basic and diluted 21,954 73,267 70,275

Net loss per common share - basic and diluted $ ( 0.14 ) $ ( 12.04 ) $ ( 1.24 )

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Real Estate Properties

As of September 30, 2025, our 124 wholly owned properties contained approximately 17,214,000 rentable square feet, with an undepreciated carrying value of $ 3,674,139 , including $ 7,516 classified as held for sale.

As of June 30, 2026, our 122 wholly owned properties contained approximately 17,113,000 rentable square feet, with an undepreciated carrying value of $ 1,336,780 .

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 September 30,

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

2025, we entered into 11 leases for approximately 182,000 rentable square feet for a weighted (by rentable square feet) average lease term of 4.3 years, and we made commitments of $ 2,509 for leasing related costs.

During the nine months ended September 30, 2025, we entered into 37 leases for approximately 821,000 rentable square feet for a weighted (by rentable square feet) average lease term of 6.5 years, and we made commitments of $ 21,106 for leasing related costs.

As of September 30, 2025, we had estimated unspent leasing related obligations of $ 67,223 .

During the three months ended June 30, 2026, we entered into nine leases for approximately 176,000 rentable square feet for a weighted (by rentable square feet) average lease term of 7.3 years, and we made commitments of $ 2,813 for leasing related costs.

During the six months ended June 30, 2026, we entered into 22 leases for approximately 388,000 rentable square feet for a weighted (by rentable square feet) average lease term of 5.7 years, and we made commitments of $ 7,329 for leasing related costs.

As of June 30, 2026, we had estimated unspent leasing related obligations of $ 48,106 .

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

6 unchanged sentences

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.

Disposition Activities

During the nine months ended September 30, 2025, we sold four properties containing approximately 305,000 rentable square feet for an aggregate sales price of $ 29,050 , 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 Loss on Impairment of Real Estate

February 2025 1 Parsippany, NJ 100,000 $ 5,750 $ ( 4,641 ) $ —

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

July 2025 1 Detroit, MI 56,000 2,150 27 ( 2,426 )

4 305,000 $ 29,050 $ ( 4,572 ) $ ( 2,426 )

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

As of September 30, 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 (2)

We did not sell any properties during the six months ended June 30, 2026.

As of June 30, 2026, we had 32 properties containing approximately 3,690,000 rentable square feet classified as held for sale in our condensed consolidated balance sheet, two of which were sold in July 2026 and nine of which are under agreement to sell as follows:

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

Redwood City, CA 1 Sold 7/20/2026 63,000 $ 16,500

Philadelphia, PA 1 Sold 7/30/2026 441,000 42,000

Pittsford, NY 1 Under Agreement 55,000 3,750

Indianapolis, IN 2 Under Agreement

275,000 5,500

December 2024 1 Reston, VA (3)

Reston, VA 1 Under Agreement

275,000 18,125

Columbia, MD 2 Under Agreement 87,000 10,300

Baltimore, MD 1 Under Agreement 85,000 5,050

Lakewood, CO 1 Under Agreement 167,000 3,700

Richmond, VA 1 Under Agreement 50,000 3,250

11 1,498,000 $ 108,175

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

(2) Classified as held for sale as of September 30, 2025.

These properties were sold in December 2025 for a gross sales price of $ 11,038 , excluding closing costs.

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

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

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

We cannot be sure that we will sell any properties we are marketing for prices in excess of our carrying values, or at all.

In addition, 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.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

(dollars in thousands, except per share data)

Unconsolidated Joint Venture

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

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

As of June 30, 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 September 30, 2025 December 31, 2024 Number of Properties Location Rentable Square Feet

Successor Predecessor

Joint Venture OPI Ownership June 30, 2026 December 31, 2025 Number of Properties Location Rentable Square Feet

Prosperity Metro Plaza 51 % $ 12,856 $ 16,965 2 Fairfax, VA 346

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

As of June 30, 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 September 30, 2025 (2)

Maturity Date Principal Balance at June 30, 2026 (2)

Principal Balance at December 31, 2025 (2)

Prosperity Metro Plaza 4.09 % 12/1/2029 $ 48,645 $ 49,106

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

(1) Includes the effect of mark to market 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.

2 unchanged sentences

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 September 30, 2025, the unamortized basis difference of our joint venture of $ 652 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).

Prior to the Effective Date, we had an unamortized basis difference of our joint venture of $ 631 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 was being amortized over the remaining useful life of the related property and the resulting amortization expense was included in equity in net losses of investees in the Predecessor condensed consolidated statements of comprehensive income (loss).

On the Effective Date, we established a new basis in our investment in our unconsolidated joint venture based on our proportionate share of the fair value of the joint venture’s underlying assets and liabilities.

We elected not to adopt pushdown accounting and the joint venture continues to report assets and liabilities at the historical amount.

As of the Effective Date, the fair value of our investment in the joint venture approximated our proportionate share of the carrying value of the assets of the joint venture, and as a result there is no longer a basis difference.

Our leases provide for base rent payments and, in addition, may include variable payments.

4 unchanged sentences

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 $ 103,049 and $ 120,620 during the three months ended September 30, 2025 and 2024, respectively, and $ 314,593 and $ 383,741 during the nine months ended September 30, 2025 and 2024, respectively, including adjustments to increase rental income to record revenue on a straight line basis by $ 4,750 and $ 8,854 during the three months ended September 30, 2025 and 2024, respectively, and $ 18,242 and $ 23,796 during the nine months ended September 30, 2025 and 2024, respectively.

Rents receivable, excluding properties classified as held for sale, included $ 146,693 and $ 140,132 of straight line rent receivables at September 30, 2025 and December 31, 2024, respectively.

We do not include in our measurement of our lease receivables certain variable payments, including payments determined by changes in the index or market-based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred.

Such payments totaled $ 19,947 and $ 58,717 for the three and nine months ended September 30, 2025, respectively, of which tenant reimbursements totaled $ 19,161 and $ 56,417 ,

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

respectively.

For the three and nine months ended September 30, 2024, such payments totaled $ 22,291 and $ 65,120 , respectively, of which tenant reimbursements totaled $ 21,271 and $ 61,667 , respectively.

(dollars in thousands, except per share data)

We recorded rental income under our leases during the three and six months ended June 30, 2026 and 2025, including adjustments to increase rental income to record revenue on a straight line basis during the three and six months ended June 30, 2026 and 2025 as follows:

Successor Predecessor

Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025

Rental income from leases $ 17,076 $ 90,373 $ 105,082

Non-cash straight line rent adjustments included in rental income $ 1,337 $ ( 2,999 ) $ 6,636

Successor Predecessor

Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025

Rental income from leases $ 17,076 $ 192,139 $ 211,544

Non-cash straight line rent adjustments included in rental income $ 1,337 $ ( 1,063 ) $ 13,492

As of June 30, 2026 (Successor) and December 31, 2025 (Predecessor), accounts receivable, excluding properties classified as held for sale, included $ 1,337 and $ 151,525 of straight line rents receivable, respectively.

Such payments are included in the following table for the three and six months ended June 30, 2026 and 2025:

Successor Predecessor

Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025

Variable lease payments $ 3,121 $ 16,274 $ 18,916

Tenant reimbursements included in variable lease payments $ 2,992 $ 15,582 $ 18,164

Successor Predecessor

Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025

Variable lease payments $ 3,121 $ 35,650 $ 38,770

Tenant reimbursements included in variable lease payments $ 2,992 $ 34,148 $ 37,256

Concentration

Tenant and Credit Concentration

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

As of June 30, 2026 and 2025, the U.S.

government and certain state and other government tenants combined were responsible for approximately 26.8 % and 25.4 %, respectively, of our annualized rental income.

government is our largest tenant by annualized rental income and represented approximately 17.0 % and 16.6 % of our annualized rental income as of September 30, 2025 and 2024, respectively.

government is our largest tenant by annualized rental income and represented approximately 18.0 % and 17.1 % of our annualized rental income as of June 30, 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.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Geographic Concentration

As of September 30, 2025, our 124 wholly owned properties were located in 29 states and the District of Columbia.

Properties located in Virginia, California, Illinois, Georgia and Texas were responsible for approximately 14.2 %, 11.6 %, 11.1 %, 10.6 % and 10.1 % of our annualized rental income as of September 30, 2025, respectively.

Credit Agreement, Senior Notes and Mortgage Notes

Our principal debt obligations as of September 30, 2025 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 and (4) $ 177,320 aggregate outstanding principal amount of mortgage notes.

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 $ 1,034,776 as of September 30, 2025.

As of June 30, 2026, our 122 wholly owned properties were located in 29 states and the District of Columbia.

Properties located in Virginia, California, Georgia, Texas and Illinois were responsible for approximately 14.5 %, 11.4 %, 10.9 %, 10.3 % and 10.3 % of our annualized rental income as of June 30, 2026, respectively.

As of June 30, 2026 and December 31, 2025, our outstanding debt principal consisted of the following:

Successor Predecessor

2026 December 31,

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

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

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

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

Senior unsecured notes, 2.400 % interest rate, due in 2027 (1)

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

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

42,700 42,700

Mortgage note payable, 8.139 % interest rate, due in 2028

26,340 26,340

Mortgage note payable, 7.671 % interest rate, due in 2028

54,300 54,300

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

300,000 300,000

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

Senior secured notes, 8.375 % interest rate, due in December 2029

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

Senior secured notes, 10.000 % interest rate, due in 2031

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

Mortgage note payable, 7.210 % interest rate, due in 2033

30,680 30,680

Mortgage note payable, 7.305 % interest rate, due in 2033

Mortgage note payable, 7.717 % interest rate, due in 2033

14,900 14,900

Senior unsecured notes, 6.375 % interest rate, due in 2050 (1)

1,707,320 2,431,614

Unamortized debt premiums, discounts and issuance costs ( 23,764 ) ( 22,988 )

$ 1,683,556 $ 2,408,626

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

See Note 2 for further information on our LSTC and their treatment under fresh start accounting.

Credit Agreement

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

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

Availability of borrowings

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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 SOFR 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.

1 unchanged sentence

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 to 35 basis points per annum based on amounts outstanding.

As of September 30, 2025 and May 18, 2026, our $ 325,000 revolving credit facility was fully drawn and $ 100,000 was outstanding under our term loan.

As of September 30, 2025, the annual interest rate payable on borrowings under our credit agreement was 7.7 %.

The weighted average annual interest rate for borrowings under our credit agreement for both the three and nine months ended September 30, 2025 was 7.9 % and for the three and nine months ended September 30, 2024 was 8.9 %.

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 accordance with the Plan, upon emergence, we were required to pay interest under the default rate retroactive to the Petition Date.

Pursuant to the credit agreement amendment and beginning on the Effective Date, interest payable on borrowings under our credit agreement is at a rate of SOFR plus a margin of 550 basis points, which margin increases to 750 basis points effective January 1, 2027.

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 June 30, 2026 and August 4, 2026, our $ 325,000 revolving credit facility was fully drawn and $ 100,000 was outstanding under our term loan.

As of June 30, 2026, the annual interest rate payable on borrowings under our credit agreement was 9.2 %.

The weighted average annual interest rate for borrowings under our credit agreement for the three and six months ended June 30, 2026 was 10.9 % and 11.3 %, respectively, and 7.9 % and 8.9 % for the three and six months ended June 30, 2025, respectively.

Secured Senior Notes

Our $ 420,000 of 2031 Secured Exit Notes bear interest at a rate of 10.000 %, require semi-annual interest payments, may be prepaid at any time and are secured by first liens on 48 of our properties, 19 of which previously secured the Old September 2029 Notes, that had an aggregate gross book value of real estate assets of $ 641,422 as of June 30, 2026, and second liens on the 19 properties securing our credit agreement.

Our $ 385,000 of 2029 Secured Exit Notes bear interest at a rate of 8.375 %, require quarterly interest payments, may be prepaid at any time, subject to certain early redemption fees, and are secured by first liens on 31 of our properties that had an aggregate gross book value of real estate assets of $ 483,743 as of June 30, 2026.

As required under these notes, we made a required principal payment of $ 5,000 on August 1, 2026.

These notes also require additional mandatory principal payments as follows:

$ 15,000 on or before November 1, 2026, $ 30,000 on or before February 1, 2027 and $ 45,000 on or before each of February 1, 2028 and 2029.

Our $ 300,000 of 9.000 % senior secured notes due March 2029 were reinstated upon emergence from the Chapter 11 Cases, require semi-annual interest payments, are prepayable at any time, subject to certain early redemption fees, and are secured by first liens on 17 of our properties that had an aggregate gross book value of real estate assets of $ 350,033 as of June 30, 2026.

Our credit agreement and senior notes indentures 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 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 our prior senior notes indentures and their supplements which accelerated amounts due under the applicable agreements.

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

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

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 nine months ended September 30, 2025, which represented the unamortized discounts and issuance costs related to these notes.

In July 2025, in connection with the sale of a collateral property, we redeemed, at par plus accrued interest, $ 2,029 of our senior secured notes due 2027.

As a result, we recorded a loss on early extinguishment of debt of $ 285 during the nine months ended September 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 and an additional $ 117,502 principal repayment in March 2026.

During the nine months ended September 30, 2025, we made $ 19,500 of scheduled quarterly principal repayments on these notes.

We did not make any required principal payments following the Petition Date.

Senior Notes Exchange

In March 2025, we exchanged $ 14,439 of new 8.00 % senior priority guaranteed unsecured notes, or the 2030 Notes, for an aggregate $ 20,990 of our outstanding unsecured senior notes, or the Existing Notes, and such transaction, the Senior Note Exchange, as follows:

Existing Notes Exchanged Aggregate Principal Amount of Existing Notes Accepted for Exchange Aggregate Principal Amount of 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 2030 Notes are fully and unconditionally guaranteed on a joint, several and unsecured basis by certain of our subsidiaries which also guarantee our senior secured notes due 2027.

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

During the nine months ended September 30, 2025, we recorded an aggregate gain related to the Senior Note Exchange of $ 764 , or $ 0.01 per common share, which is included in net (loss) gain on early extinguishment of debt in our condensed consolidated statements of comprehensive income (loss).

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

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

As of September 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.

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 September 30, 2025, seven of our properties with an aggregate gross book value of real estate assets of $ 305,809 were encumbered by mortgage notes, or our Mortgage Notes, with an aggregate principal amount of $ 177,320 .

(dollars in thousands, except per share data)

Mortgage Notes

As of June 30, 2026, seven of our properties with an aggregate gross book value of real estate assets of $ 220,559 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.

The borrowers under our Mortgage Notes, or the Mortgage Note Borrowers, are certain of our subsidiaries that were 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

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

As of August 4, 2026, two of the Mortgage Note Borrowers have entered into waiver agreements with their respective lenders regarding the default.

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

DIP Term Loan Credit Agreement

On November 5, 2025, the Bankruptcy Court entered an interim order allowing us to enter into a 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 provided 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.

We had the option to repay borrowings under the DIP Facility in Reorganized Common Equity.

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

Fees and expenses under the DIP Facility included:

(a) an upfront fee equal to (i) cash at 2.25 % of the lenders’ commitments or (ii) Reorganized Common Equity equal to 3.60 % of the commitments, which fee was earned upon the initial funding of each loan under the DIP Facility and was 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 could be paid, at our election, in cash or Reorganized Common Equity;

and (c) an exit fee of 4.50 % of the aggregate borrowings under the DIP Facility, which was due and payable upon the repayment of any loans under the DIP Facility, at our election, in cash or Reorganized Common Equity.

A commitment fee was also due for the ratable account of each Tranche B Term Loan lender, in an aggregate amount equal to 0.75 % per annum times the actual daily amount of the aggregate undrawn Tranche B Term Loan commitments.

As discussed in Note 1, the DIP Facility was terminated in connection with our emergence from the Chapter 11 Cases and all allowed claims related to the DIP Facility were satisfied through the issuance of shares of the Reorganized Common Equity.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

agreements with their respective lenders.

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

(dollars in thousands, except per share data)

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, amounts due to related persons, other accrued expenses and security deposits.

At September 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 September 30, 2025 As of December 31, 2024

The following table presents certain of our liabilities measured at fair value at June 30, 2026, categorized by level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each liability:

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)

Recurring Fair Value Measurements Liabilities

Warrants $ 9,209 $ — $ — $ 9,209

The following table reconciles Level 3 instruments for which significant unobservable inputs were used to determine fair value:

For the period from June 18 through June 30, 2026

Balance as of June 17, 2026 (Successor) $ 10,700

Fair value adjustment of warrants ( 1,491 )

Balance as of June 30, 2026 (Successor) $ 9,209

On the Effective Date, we issued 1,155,450 New Warrants to holders of our previously outstanding senior unsecured notes pursuant to a warrant agreement.

Each New Warrant is exercisable for one common share, has an exercise price of $ 25.00 per share and may be exercised through June 17, 2033.

Due to certain features that provide for changes in the settlement amounts, the New Warrants did not meet the criteria for equity classification under FASB ASC Topic 815, Derivatives and Hedging, and are recorded at fair value within accounts payable and other liabilities in our condensed consolidated balance sheet.

Changes in fair value are recorded as change in fair value of warrants in our condensed consolidated statement of comprehensive income (loss).

As of June 30, 2026, the New Warrants had an aggregate fair value of $ 9,209 .

We estimated the fair value of the New Warrants using an option-pricing valuation technique that considered the market value of the underlying common shares, the exercise price and contractual term of the warrants, as well as assumptions regarding expected volatility, risk-free interest rates and expected dividend yield.

The table below summarizes the significant inputs used in the option-pricing model as of June 17, 2026 and June 30, 2026:

As of June 17, 2026 As of June 30, 2026

Underlying stock price $ 19.38 $ 17.00

Exercise price $ 25.00 $ 25.00

Risk free interest rate 4.3 % 4.3 %

Volatility factor 47 % 50 %

Expected lives (years) 7.0 7.0

Value per unit $ 9.26 $ 7.97

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

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, a debtor-in-possession secured term loan, amounts due to related persons, other accrued expenses and security deposits.

At June 30, 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:

Successor Predecessor

As of June 30, 2026 As of December 31, 2025

Financial Instrument Carrying Value (1)

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— — 78,306 7,831

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

78,109 14,800 80,486 49,475

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

4 unchanged sentences

— — 609,999 530,699

Senior secured notes, 8.375 % interest rate, due in December 2029

376,100 366,054 — —

Senior priority guaranteed unsecured notes, 8.000 % interest rate, due in 2030

— — 14,439 4,918

Senior secured notes, 10.000 % interest rate, due in 2031

408,094 413,398 — —

Senior unsecured notes, 3.450 % interest rate, due in 2031

4 unchanged sentences

Total $ 1,258,556 $ 1,265,301 $ 1,974,275 $ 1,404,545

(1) Includes net unamortized debt premiums, discounts and issuance costs totaling $ 52,128 and $ 90,218 as of September 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 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 $ 23,764 and $ 22,115 as of June 30, 2026 and December 31, 2025, respectively.

See Notes 2 and 7 for further information on our debt.

For the Successor period, we estimated the fair value of our senior notes using independent pricing services that utilize observable market information, including recent indicative bid and ask quotations, market observations and prices for comparable debt instruments (Level 2 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date and we estimated the fair values of our mortgage notes payable using discounted cash flow analyses and currently prevailing market rates (Level 3 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date.

For the Predecessor period, 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.

Shareholders’ Equity

Share Purchases

During the nine months ended September 30, 2025, we purchased 50,816 of our common shares, valued at a weighted average share price of $ 0.65 , from a former officer of ours and certain current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares.

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.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

Distributions

During the nine months ended September 30, 2025, we declared and paid regular quarterly distributions 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

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

We do not expect to pay any future distributions prior to the conclusion of the Chapter 11 Cases.

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 nine months ended September 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.

New Common Shares.

As discussed in Note 1, on the Effective Date, we issued 21,953,577 shares of Reorganized Common Equity in accordance with the Plan.

All of our common shares of beneficial interest issued and outstanding immediately prior to the Effective Date were deemed cancelled, discharged and of no force or effect.

Business and Property Management Agreements with RMR

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and (2) a property management agreement, which relates to our property level operations.

Amended RMR Management Agreements .

In connection with our emergence from the Chapter 11 Cases, on the Effective Date, we entered into the Amended Business Management Agreement and the Amended Property Management Agreement.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

The initial term of each of the Amended RMR Management Agreements is five years , expiring on June 17, 2031.

Pursuant to the Amended Business Management Agreement, we are required to pay RMR an annual business management fee of $ 14,000 for each of the first two years of the initial term.

Pursuant to the Amended Property Management Agreement, we are required to pay RMR a property management fee equal to 3.0 %, and a construction supervision fee equal to 5.0 %, in each case consistent with our prior property management agreement with RMR.

In addition, pursuant to the Amended Business Management Agreement (i) we issued to RMR 439,072 common shares equal to 2.0 % of our outstanding common shares on the Effective Date and (ii) we may issue to RMR common shares equal to up to an additional 8.0 % of our outstanding common shares upon the satisfaction of certain financial and/or performance metrics to be determined by our Board of Trustees.

The Amended Property Management Agreement also contains certain customary major decisions that require the approval of a majority of our Board of Trustees.

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

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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.

For the three months ended June 30, 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:

Successor Predecessor

Financial Statement Line Item Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025

Pursuant to business management agreement:

Business management fees (1)

General and administrative expenses $ 583 $ 2,664 $ 3,036

Pursuant to property management agreement:

Property management fees (2)

Other operating expenses $ 456 $ 2,664 $ 2,822

Construction supervision fees Buildings and improvements (3)

$ 463 $ 2,741 $ 3,164

Expense reimbursement:

Property level expenses Other operating expenses $ 741 $ 4,147 $ 5,681

Other reimbursed expenses General and administrative expenses — 44 51

$ 741 $ 4,191 $ 5,732

(1) Predecessor periods above reflect a reduction of $ 127 in 2026 and $ 151 in 2025 for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.

(2) Predecessor periods above reflect a reduction of $ 102 in 2026 and $ 121 in 2025 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.

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

For the three and nine months ended September 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 September 30, Nine Months Ended September 30,

Line Item 2025 2024 2025 2024

(dollars in thousands, except per share data)

For the six months ended June 30, 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:

Successor Predecessor

Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025

Financial Statement Line Item

Pursuant to business management agreement:

6 unchanged sentences

$ 463 $ 5,826 $ 6,345

$ 3,215 $ 3,712 $ 9,560 $ 12,675

Expense reimbursement:

2 unchanged sentences

$ 741 $ 9,431 $ 11,270

(1) The net business management fees we recognized for the three months ended September 30, 2025 and 2024 each reflect a reduction of $ 150 and for the nine months ended September 30, 2025 and 2024 each reflect a reduction of $ 452 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 September 30, 2025 and 2024 each reflect a reduction of $ 121 and for the nine months ended September 30, 2025 and 2024 each reflect a reduction of $ 363 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

(1) Predecessor periods above reflect a reduction of $ 278 in 2026 and $ 302 in 2025 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

(2) Predecessor periods above reflect a reduction of $ 223 in 2026 and $ 242 in 2025 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 September 30, 2025, no estimated incentive fees are included in the net business management fees we recognized for the three and nine months ended September 30, 2025.

The actual amount of annual incentive fees for 2025, if any, will be based on our common share total return for the three year period ending December 31, 2025, and will be payable in January 2026.

Based on our common share total return, as defined in our prior business management agreement, as of June 30, 2026, no estimated incentive fees were included in the net business management fees we recognized for the three and six months ended June 30, 2026.

The Amended Business Management Agreement does not provide for an incentive fee payable to RMR.

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.

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.

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 and the president and chief executive officer of RMR Inc.

Prior to the Effective Date, Adam Portnoy served as the Chair of our Board of Trustees and one of our Managing Trustees, and as of the Effective Date, he was elected a Trustee of our Board of Trustees.

Portnoy is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc.

and an officer and employee of RMR.

Jennifer Clark, our other Managing Trustee until December 31, 2025, was a managing director and the executive vice president, general counsel

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

and secretary of RMR Inc., an officer and employee of RMR and an officer of ABP Trust.

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

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

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

and an officer and employee of RMR and, prior to the Effective Date, she served as our other Managing Trustee.

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.

Portnoy serves as chair of the boards and as a managing trustee of other public companies to which RMR or its subsidiaries provide management services and one of our other Trustees serves as an independent trustee of certain of these public companies.

Other officers of RMR, including Ms.

1 unchanged sentence

Our Manager, RMR.

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

We have two agreements with RMR to provide management services to us, each of which was amended and restated in connection with our emergence from the Chapter 11 Cases on the Effective Date.

Pursuant to the Amended Business Management Agreement (i) we issued to RMR 439,072 common shares, which is equal to 2.0 % of our outstanding common shares on the Effective Date, and (ii) we may issue to RMR common shares equal to up to an additional

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

8.0 % of our outstanding common shares upon the satisfaction of certain financial and/or performance metrics to be determined by our Board of Trustees.

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.

See Note 10 for more information regarding the Amended RMR Management Agreements 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 $ 211 and $ 644 for the three and nine months ended September 30, 2025, respectively, and $ 193 and $ 592 for the three and nine months ended September 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, or the Sonesta Lease, with a subsidiary of Sonesta International Hotels Corporation, or Sonesta.

We terminated the Sonesta Lease effective January 1, 2025.

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

Pursuant to the amended Sonesta Lease, Sonesta was required to pay us annual base rent of approximately $ 6,724 beginning February 2025, and the annual base rent would have increased by 10 % every five years throughout the term.

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

We recognized rental income of $ 3,119 and $ 8,989 during the three and nine months ended September 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 the three and six months ended June 30, 2026 and 2025 as follows:

Successor Predecessor

Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025

Rental income from RMR for leased space $ 30 $ 164 $ 232

Successor Predecessor

Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025

Rental income from RMR for leased space $ 30 $ 344 $ 433

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, or the Sonesta 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.

1 unchanged sentence

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 $ 6,077 and $ 22,647 of hotel operating revenues for the three and nine months ended September 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 $ 53 and $ 3,223 during the three and nine months ended September 30, 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 September 30, 2025 was $ 7,500 .

Our annual priority return under the Sonesta Management Agreement as of June 30, 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 $ 44 and $ 226 were required during the three and nine months ended September 30, 2025 , respectively.

We owed Sonesta $ 173 for other reimbursements under the Sonesta Management Agreement as of September 30, 2025.

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

Hotel operating revenues, realized returns under the Sonesta Management Agreement and FF&E escrow amounts funded during the three and six months ended June 30, 2026 and 2025 were as follows:

Successor Predecessor

Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025

Hotel operating revenues $ 1,283 $ 8,100 $ 9,417

Hotel returns $ 228 $ 1,968 $ 2,260

FF&E escrow deposits $ 38 $ 244 $ 101

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

Successor Predecessor

Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025

Hotel operating revenues $ 1,283 $ 15,202 $ 16,570

Hotel returns

$ 228 $ 2,789 $ 3,170

FF&E escrow deposits $ 38 $ 456 $ 182

Sonesta owed us $ 407 and $ 231 in returns under the Sonesta Management Agreement as of June 30, 2026 and December 31, 2025, respectively.

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

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.

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.

4 unchanged sentences

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.

The following tables present management, brand promotion and loyalty fees, which are included in other operating expenses in our condensed consolidated statements of comprehensive income (loss), for the three and six months ended June 30, 2026 and 2025:

Successor Predecessor

Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025

Management fee $ 15 $ 73 $ 139

Brand promotion fee 44 278 162

Loyalty fee 31 199 146

Total management, brand promotion and loyalty fees $ 90 $ 550 $ 447

Successor Predecessor

Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025

Management fee $ 15 $ 104 $ 245

Brand promotion fee 44 520 285

Loyalty fee 31 372 278

Total management, brand promotion and loyalty fees $ 90 $ 996 $ 808

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)(unaudited)

We incurred management, brand promotion and loyalty fees of $ 341 and $ 1,278 for the three and nine months ended September 30, 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 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 $ 324 of amortization expense during the three and nine months ended September 30, 2025, respectively, and as of September 30, 2025, the remaining unamortized balance of this receivable was $ 12,019 .

(dollars in thousands, except per share data)

Prior to the Effective Date, we were 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).

The remaining unamortized balance was written off to reorganization costs, net as of the Effective Date.

During the Predecessor period, we recognized $ 91 and $ 199 of amortization expense during the three and six months ended June 30, 2026, respectively, and $ 108 and $ 216 for the three and six months ended June 30, 2025, respectively.

As of December 31, 2025, the remaining unamortized balance of this receivable was $ 11,911 .

Portnoy is a director and controlling shareholder of Sonesta.

9 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements