Item 1A. Risk Factors
Item 1A. Risk Factors
There have been no material changes to the risk factors from those previously disclosed in our 2025 Annual Report.
Item 6. Exhibits
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. 001-34364.)
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. (Incorporated by reference to OPI’s Current Report on Form 8-K filed on June 23, 2026.)
4.3 Indenture, dated as of June 17, 2026, among Office Properties Income Intermediate Holdco II Trust LLC, OPI, Office Properties Income Intermediate Holdco I Trust LLC, certain subsidiary guarantors party thereto, and UMB Bank, N.A., as trustee and collateral agent, relating to the 8.375% Senior Secured Limited OPI Guaranteed Notes due 2029. (Incorporated by reference to OPI’s Current Report on Form 8-K filed on June 23, 2026.)
4.4 Warrant Agreement, dated as of June 17, 2026, between OPI and CSC Delaware Trust Company, as warrant agent (including forms of Warrant). (Incorporated by reference to OPI's Current Report on Form 8-K filed on June 23, 2026.)
10.1 Third Amended and Restated Business Management Agreement, dated as of June 17, 2026, between OPI and The RMR Group LLC. (Incorporated by reference to OPI’s Current Report on Form 8-K filed on June 23, 2026.)
10.2 Third Amended and Restated Property Management Agreement, dated as of June 17, 2026, between OPI and The RMR Group LLC. (Incorporated by reference to OPI’s Current Report on Form 8-K filed on June 23, 2026.)
10.3 Waiver and Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated as of June 17, 2026, among OPI WF Borrower LLC, OPI, OPI WF Holding LLC, the lenders party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent. (Incorporated by reference to OPI’s Current Report on Form 8-K filed on June 23, 2026.)
10.4 Preemptive Rights Agreement, dated as of June 17, 2026, by and among OPI and certain of its shareholders. (Incorporated by reference to OPI’s Current Report on Form 8-K filed on June 23, 2026.)
54
Table of Contents
31.1 Rule 13a-14(a) Certification. (Filed herewith.)
31.2 Rule 13a-14(a) Certification. (Filed herewith.)
32.1 Section 1350 Certification. (Furnished herewith.)
99.1 Letter Agreement dated as of June 17, 2026, between OPI and T he RMR Group LLC regarding Third Amended and Restated Property Management Agreement. (Filed herewith.)
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
101.LAB XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
104 Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101.)
55
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OFFICE PROPERTIES INCOME TRUST
By: /s/ Yael Duffy
Yael Duffy
President and Chief Executive Officer
Dated: August 5, 2026
By: /s/ Brian E. Donley
Brian E. Donley
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Dated: August 5, 2026
56
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.