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Item 1A. Risk Factors

2026-08-06 compared with 2026-05-22 · 63 added, 28 removed, 0 unchanged (100% of the section changed)

Risks Related to Our Chapter 11 Bankruptcy Proceedings

We are and, upon our emergence from bankruptcy, will continue to be subject to the risks and uncertainties associated with the Chapter 11 Cases.

As a result of our filing of the Chapter 11 Cases, our business and our ability to execute our business plan, and our continuation as a going concern, will be subject to the risks and uncertainties, including upon our anticipated emergence from bankruptcy.

These risks and uncertainties include the following:

• our ability to consummate the transactions contemplated by the Plan;

• the high costs of bankruptcy proceedings and related fees;

• our ability to obtain additional financing, reduce expenses and execute our business plan post-emergence;

• our ability to attract and retain tenants and to maintain our relationships with our tenants, manager, lenders and other third parties;

• the actions and decisions of our creditors and other third parties who have interests in the Chapter 11 Cases that may be inconsistent with our plans.

These risks and uncertainties could affect our business and operations in various ways.

For example, negative events associated with the Chapter 11 Cases could adversely affect our relationships with our tenants, manager, lenders and other third parties, which in turn could adversely affect our business and financial condition.

In addition, we need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit our ability to respond timely to certain events or take advantage of certain opportunities.

Because of the risks and uncertainties associated with the Chapter 11 Cases, we cannot accurately predict or quantify the ultimate impact of events that occur during the pendency of the Chapter 11 Cases or upon our anticipated emergence from bankruptcy that may be inconsistent with our plans, or provide assurance that having been subject to Chapter 11 protection will not adversely affect our operations in the future.

Upon our emergence from bankruptcy, the composition of our Board of Trustees is expected to change significantly.

The composition of our Board of Trustees is expected to change significantly.

New Trustees are likely to have different backgrounds, experiences and perspectives from those individuals who previously served on our Board of Trustees and, thus, may have different views on the issues that will determine our future.

As a result, our future strategy and plans may differ materially from those of the past.

Upon our emergence from bankruptcy, our financial results may be volatile and may not reflect historical trends.

During the pendency of the Chapter 11 Cases, our financial results have been volatile as restructuring activities and expenses, contract terminations and rejections and claims assessments have significantly impacted our consolidated financial statements.

Upon our emergence from bankruptcy, the amounts reported in subsequent consolidated financial statements may materially change relative to historical consolidated financial statements.

We are also required to adopt fresh-start reporting at the effectiveness of the Plan, with our assets and liabilities being recorded at fair value as of the fresh-start reporting date, which may differ materially from the recorded values of assets and liabilities on our consolidated balance sheets.

Accordingly, under fresh-start reporting rules, our financial condition and results of operations following our emergence from bankruptcy will not be comparable to the financial condition and results of operations reflected in our historical financial statements.

We have concluded that there is substantial doubt about our ability to continue as a going concern.

As discussed in Note 1 to the Notes to Consolidated Financial Condensed Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we concluded that there was substantial doubt about our ability to continue as a going concern 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.

If we are unable to consummate the transactions contemplated by the Plan, we may be unable to continue as a going concern.

There have been no material changes to the risk factors from those previously disclosed in our 2025 Annual Report.

Exhibit Number Description

2.1 Order Confirming Fourth Amended Joint Chapter 11 Plan of Reorganization of OPI and Its Debtor Affiliates.

(Incorporated by reference to OPI’s Current Report on Form 8-K filed on April 28, 2026.)

2.2 Fourth Amended Joint Chapter 11 Plan of Reorganization of OPI and Its Debtor Affiliates.

(Incorporated by reference to OPI’s Current Report on Form 8-K filed on April 28, 2026.)

3.1 Composite Copy of Articles of Amendment and Restatement of OPI, dated June 17, 2026.

(Filed herewith.)

3.2 Composite Copy of Articles of Amendment and Restatement of OPI , dated June 17, 2026.

(marked copy) (Filed herewith.)

3.3 Fourth Amended and Restated Bylaws of OPI, adopted June 17, 2026.

(Incorporated by reference to OPI’s Registration Statement on Form 8-A filed on June 17, 2026, File No.

3.4 Fourth Amended and Restated Bylaws of OPI , adopted June 17, 2026.

(marked copy) (Filed herewith.)

4.1 Indenture, dated as of February 12, 2024, among OPI, certain of its subsidiaries named therein and Wilmington Trust, N.A.

(as successor to U.S.

Bank Trust Company, National Association), relating to the 9.000% Senior Secured Notes due 2029, including form thereof.

(Incorporated by reference to OPI's Current Report on Form 8-K filed on February 12, 2024.)

4.2 Indenture, dated as of June 17, 2026, among OPI, certain subsidiary guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee and collateral agent, relating to the 10.000% Senior Secured Notes due 2031.