Office Properties Income Trust: Form 10-Q for the period ended Jun 30, 2026

The following information should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 2025 Annual Report.

OVERVIEW (dollars in thousands, except per share and per square foot data)

We are a real estate investment trust, or REIT, organized under Maryland law. As of June 30, 2026, our wholly owned properties were comprised of 122 properties and we had a noncontrolling ownership interest of 51% in an unconsolidated joint venture that owned two properties containing approximately 346,000 rentable square feet. As of June 30, 2026, our properties are located in 29 states and the District of Columbia and contain approximately 17,113,000 rentable square feet. As of June 30, 2026, our properties were leased to 211 different tenants with a weighted average remaining lease term (based on annualized rental income) of approximately 6.2 years. The U.S. government is our largest tenant, representing approximately 18.0% of our annualized rental income as of June 30, 2026. The term annualized rental income as used herein is defined as the annualized contractual base rents from our tenants pursuant to our lease agreements as of June 30, 2026, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization.

Leases representing approximately $59,671, or 14.4%, of our annualized rental income, are scheduled to expire on or before December 31, 2027 and we may be unable to renew leases or find replacement tenants. Certain shifts in office space utilization, including increased remote work arrangements and tenants consolidating their real estate footprint, as well as ongoing market and economic conditions, including government spending and budget priorities, continue to impact the office sector and our portfolio. The demand for office space continues to face headwinds, including in markets where we have a concentration of properties, such as Washington, D.C., and declining rents and increasing costs to relet space when tenants can be identified continue to impact the market. The duration and ultimate impact of current trends on the demand for office space at our properties remains uncertain and subject to change. Higher interest rates, inflationary pressures, changes in government policies including the potential reduction of U.S. federal office leases and potential impacts from tariffs, geopolitical events or an economic recession, continue to cause disruptions in financial markets could adversely affect our and our tenants’ financial condition and the ability or willingness of our tenants to renew our leases or pay rent to us. In addition, prospective tenants may delay their decision to lease space due to current economic conditions. Accordingly, we do not yet know what the full extent of the impacts will be on our or our tenants’ businesses and operations nor the long-term outlook for leasing at our properties.

Voluntary Reorganization Under and Emergence from Chapter 11 Bankruptcy

On the Petition Date, the Debtors commenced the Chapter 11 Cases in the Bankruptcy Court. In connection with the filing of the Chapter 11 Cases, we entered into the RSA with certain holders of the Old September 2029 Notes, to implement a court-supervised financial restructuring pursuant to the transactions contemplated in the RSA. During the pendency of the Chapter 11 Cases, we continued to operate our 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. 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, we filed the Plan with the Bankruptcy Court and on April 22, 2026, the Bankruptcy Court confirmed the Plan. On the Effective Date, the conditions precedent to the effectiveness of the Plan were satisfied and the Debtors emerged from the Chapter 11 Cases. For more information regarding the Chapter 11 Cases, the RSA and the Plan, including the material terms thereof, see Note 1 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 in connection with the emergence from the Chapter 11 Cases 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, 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 previously existed to cause substantial doubt about our ability to continue as a going concern have been alleviated.

For more information about the risks relating to these dynamics and conditions and their impacts on us and our business, see Part I, Item IA, “Risk Factors”, of our 2025 Annual Report.

Nasdaq Listing

Our previous common shares were delisted from The Nasdaq Stock Market LLC, or Nasdaq, on October 6, 2025. We re-applied for and were approved to be relisted on Nasdaq on June 18, 2026. Our Reorganized Common Equity trades under the symbol “OPI”.

Property Operations

Unless otherwise noted, the data presented in this section excludes two properties owned by an unconsolidated joint venture in which we owned a 51% interest and the hotel component of a mixed-use property in Washington, D.C. For more information regarding our unconsolidated joint venture and our mixed-use property in Washington, D.C., see Notes 4 and 11 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Occupancy data for our properties as of June 30, 2026 and 2025 was as follows (square feet in thousands):

(1) Based on properties we owned on June 30, 2026 and 2025, respectively.

(2) Based on properties we owned continuously since January 1, 2025; excludes 32 properties classified as held for sale and two properties owned by an unconsolidated joint venture in which we owned a 51% interest.

(3) Subject to changes when space is remeasured or reconfigured for tenants.

(4) Percent leased includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any, as of the measurement date.

The average effective rental rate per square foot for our properties for the three and six months ended June 30, 2026 and 2025 were as follows:

(1) Average effective rental rate per square foot represents annualized total rental income during the period specified divided by the average rentable square feet leased during the period specified.

(2) Based on properties we owned on June 30, 2026 and 2025, respectively.

(3) Based on properties we owned continuously since April 1, 2025; excludes 32 properties classified as held for sale and two properties owned by an unconsolidated joint venture in which we owned a 51% interest as of June 30, 2026.

During the three and six months ended June 30, 2026, changes in rentable square feet leased and available for lease at our properties were as follows (square feet in thousands):

(1) Based on leases entered during the three and six months ended June 30, 2026.

During the three and six months ended June 30, 2026, we entered into new and renewal leases as summarized in the following table (square feet in thousands):

(1) Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent.

During the Successor period ended June 30, 2026, effective rental rates per square foot achieved for new leases and lease renewals at our properties that commenced during the Successor period ended June 30, 2026, were as follows (square feet in thousands):

(1) Information includes effective rental rates for the Successor period only, as effective rental rates established during the Predecessor period are not comparable as a result of fresh start accounting.

(2) Effective rental rates include contractual base rents from our tenants pursuant to our lease agreements, plus straight line rent adjustments and estimated expense reimbursements to be paid to us, and exclude lease value amortization.

During the three and six months ended June 30, 2026 and 2025, amounts capitalized at our properties for lease related costs, building improvements and development, redevelopment and other activities were as follows:

(1) Lease related costs generally include capital expenditures used to improve tenants’ space or amounts paid directly to tenants to improve their space and leasing related costs, such as brokerage commissions and other tenant inducements.

(2) Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets.

(3) Development, redevelopment and other activities generally include capital expenditure projects that reposition a property or result in new sources of revenue.

As of June 30, 2026, we had estimated unspent leasing related obligations of $48,106, of which we expect to spend $31,517 over the next 12 months.

As of June 30, 2026, we had leases at our properties totaling approximately 2,030,000 rentable square feet that were scheduled to expire on or before December 31, 2027. As of August 4, 2026, we expect tenants with leases totaling approximately 660,000 rentable square feet that are scheduled to expire on or before December 31, 2027, 458,000 of which are related to properties we have identified for sale, excluding space that has been re-leased and space for which we are in advanced negotiations to re-lease, not to renew or to downsize their leased space upon expiration, and we cannot be sure as to whether other tenants will renew their leases upon expiration. We continue to proactively engage with our existing tenants and are focused on overall tenant retention. Prevailing market conditions and our tenants’ needs at the time we negotiate and enter leases or lease renewals will generally determine rental rates and demand for leased space at our properties, all of which are beyond our control. Whenever we renew or enter into new leases for our properties, we intend to seek rents which are equal to or higher than our historical rents for the same properties; however, our ability to maintain or increase the rents for our properties will depend in large part upon market conditions, which are beyond our control. We cannot be sure of the rental rates that will result from our ongoing negotiations regarding lease renewals or any new or renewed leases we may enter. Also, we may experience material declines in our rental income due to vacancies upon lease expirations, early terminations or lower rents upon lease renewal or reletting. Additionally, we may incur significant costs and make significant concessions to renew leases with current tenants or attract new tenants to our properties.

As of June 30, 2026, our lease expirations by year were as follows (square feet in thousands):

(1) The year of lease expiration is pursuant to current contract terms. Some of our leases allow the tenants to vacate the leased premises before the stated expirations of their leases with little or no liability. As of June 30, 2026, tenants occupying approximately 2.4% of our rentable square feet and responsible for approximately 2.8% of our annualized rental income as of June 30, 2026 had exercisable rights to terminate their leases before the stated terms of their leases expire. Also, in 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2034, 2035, 2036 and 2037, early termination rights become exercisable by other tenants who occupied an additional approximately 0.5%, 1.5%, 5.3%, 3.2%, 2.4%, 0.7%, 4.3%, 0.3%, 1.1%, 0.2% and 0.2%, of our rentable square feet, respectively, and contributed an additional approximately 0.8%, 2.2%, 6.5%, 3.3%, 3.0%, 0.8%, 5.8%, 0.9%, 1.7%, 0.4% and 0.3% of our annualized rental income, respectively, as of June 30, 2026. In addition, as of June 30, 2026, pursuant to leases with six of our tenants, these tenants had rights to terminate their leases if their respective legislature or other funding authority does not appropriate rent amounts in their respective annual budgets. These six tenants occupied approximately 4.5% of our rentable square feet and contributed approximately 5.2% of our annualized rental income as of June 30, 2026.

(2) Leased square feet is pursuant to leases existing as of June 30, 2026, and includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any. Square feet measurements are subject to changes when space is remeasured or reconfigured for new tenants.

We generally will seek to renew or extend the terms of leases at properties with tenants when they expire. However, market and economic factors, along with increases in remote work, changes in space utilization and government policies, spending and budget priorities, may cause our tenants not to renew or extend their leases when they expire, or to seek to renew their leases for less space than they currently occupy. If we are unable to extend or renew our leases, or we renew leases for reduced space, it may be time consuming and expensive to relet our properties.

As of June 30, 2026, we derived 24.1% of our annualized rental income from our properties located in the metropolitan Washington, D.C. market area, which includes Washington, D.C., Northern Virginia and suburban Maryland. Current economic conditions in this area or a possible recession could reduce demand from tenants at our properties, reduce rents that our tenants are willing to pay when our leases expire or increase lease concessions for new leases and renewals. Additionally, although the current administration has issued so called return to work mandates, there has been a decrease in demand for leased office space by the U.S. government, including in the metropolitan Washington, D.C. market area, which could increase competition for government tenants and adversely affect our ability to retain government tenants or maintain or increase our rents when leases expire.

Our manager, RMR, employs a tenant review process for us. RMR assesses tenants on an individual basis based on various applicable credit criteria. In general, depending on facts and circumstances, RMR evaluates the creditworthiness of a tenant based on information concerning the tenant that is provided by the tenant and, in some cases, information that is publicly available or obtained from third party sources. We consider investment grade tenants to include: (a) investment grade rated tenants; (b) tenants with investment grade rated parent entities that guarantee the tenant’s lease obligations; and/or (c) tenants with investment grade rated parent entities that do not guarantee the tenant’s lease obligations. As of June 30, 2026, tenants contributing 61.0% of annualized rental income were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 1.2% of annualized rental income were subsidiaries of an investment grade rated parent (although these parent entities were not liable for the payment of rents).

As of June 30, 2026, tenants representing 1% or more of our total annualized rental income were as follows (square feet in thousands):

Segment Information

We operate in one business segment: ownership and leasing of real estate properties.

RESULTS OF OPERATIONS (amounts in thousands, except per share amounts)

Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025

(1) Our definition of net operating income, or NOI, and our reconciliation of Net loss to NOI are included below under the heading “Non-GAAP Financial Measures.”

As a result of our emergence from the Chapter 11 Cases and adoption of fresh start accounting on the Effective Date, the Successor and Predecessor periods are not comparable. The discussion below focuses on the primary factors affecting operating results in the respective periods. References to comparable properties refer to 90 properties we owned on June 30, 2026 and which we owned continuously since January 1, 2025 and excludes 32 properties classified as held for sale, or the “non-comparable” properties, and two properties owned by an unconsolidated joint venture in which we own a 51% interest.

Rental income. Rental income increased for comparable properties due to higher expense reimbursements and increased rental rates at certain of our properties, partially offset by lower rental income at certain non-comparable properties due to increased vacancy. Rental income during the 2026 Predecessor period included a termination fee of $8,810 received related to the early termination of a lease at a property that is being marketed for sale, largely offset by the write off of the straight line rent receivable for this lease. Rental income includes non-cash straight line rent adjustments totaling $1,337 for the Successor and $(2,999) for the Predecessor in the 2026 period and $6,636 in the Predecessor 2025 period, and amortization of acquired real estate leases and assumed real estate lease obligations totaling $141 for the Successor and $118 for the Predecessor in the 2026 period and $159 in the 2025 period.

Real estate taxes. Real estate taxes reflect higher assessed values at certain of our properties in the 2026 Successor and Predecessor periods.

Utility expenses. Utility expenses reflect higher electricity usage and rates for comparable properties, partially offset by a decrease for non-comparable properties due to lower electricity usage resulting from increased vacancy in the 2026 Successor and Predecessor periods.

Other operating expenses. Other operating expenses decreased for comparable properties due to lower repairs and maintenance costs and on-site personnel salary and benefits expense in the 2026 Successor and Predecessor periods. Other operating expenses for non-comparable properties increased due to higher repairs and maintenance costs in the 2026 Predecessor period.

Depreciation and amortization. Depreciation and amortization in the 2026 Predecessor period reflects accelerated amortization of lease related assets resulting from the early termination of a lease at a property that is being marketed for sale. Depreciation and amortization during the Successor period reflects the reset in basis of our real estate and lease intangible assets as a result of fresh start accounting.

Loss on impairment of real estate. We recorded a $2,426 loss on impairment of real estate in the 2025 period to reduce the carrying value of one property to its estimated fair values less costs to sell.

Transaction related costs. Transaction related costs in the 2025 period consist of costs related to our evaluation of potential financing transactions.

General and administrative. General and administrative expenses in the 2026 Predecessor period reflect higher share-based compensation due to the recognition of vesting expense of our unvested share awards upon cancellation of those awards on the Effective Date.

Gain on sale of real estate. We recorded a $159 gain on sale of real estate related to disposition activities in the 2025 period.

Interest and other income. The increase in interest and other income in the Successor period is primarily due to the receipt of escrow funds related to a prior year asset sale.

Fair value adjustment of warrants. Fair value adjustment of warrants represents the change in fair value in the New Warrants as of June 30, 2026 compared to the fair value as of the Effective Date.

Interest expense. The decrease in interest expense in the 2026 Predecessor period is primarily due to our adoption of ASC 852 as a result of the Chapter 11 Cases, pursuant to which we ceased recognition of interest expense on our senior unsecured notes and wrote-off unamortized discounts and issuance costs related to LSTC as of the Petition Date resulting in lower amortization expense in the 2026 Predecessor period, partially offset by interest expense incurred at default rates as a result of the Chapter 11 Cases under certain of our debt instruments. Interest expense in the Successor period reflects interest expense related to our indebtedness following the Effective Date. For more information regarding our adoption of ASC 852 and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Net gain on early extinguishment of debt. We recorded a net gain on early extinguishment of debt of $148 in the 2025 period related to the reduction of debt principal related to a senior note exchange in the 2025 period, partially offset by the write off of unamortized discounts and issuance costs related to the partial redemption of our prior senior secured notes due 2027.

Reorganization Items, net. Reorganization items, net in the 2026 Predecessor period represent amounts incurred after the Petition Date as a direct result of the Chapter 11 Cases and are comprised of our loss on fresh start accounting adjustments, gains on settlement of LSTC and bankruptcy-related professional fees. Reorganization items, net in the Successor period include costs related to professionals retained through the closure of matters related to the Chapter 11 Cases. For more information regarding reorganization items, net and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Income tax expense. Income tax expense is primarily the result of operating income earned in jurisdictions where we are subject to state income taxes and can fluctuate based on the timing of our income, including as a result of gains or losses on the sale of real estate or the repayment of debt.

Equity in net earnings (losses) of investees. Equity in net earnings (losses) of investees represents our proportionate share of earnings (losses) from our investment in our unconsolidated joint venture.

Net loss. Net loss in the 2026 and 2025 periods reflects the items noted above.

Weighted average common shares outstanding and per common share data. Weighted average common shares outstanding and per common share data reflect the cancellation of our previously outstanding common shares and the issuance of common shares of Reorganized Common Equity upon emergence from the Chapter 11 Cases on the Effective Date. For more information regarding our Reorganized Common Equity and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025

n/m - not meaningful

(1) Our definition of NOI and our reconciliation of net income (loss) to NOI are included below under the heading “Non-GAAP Financial Measures.”

As a result of our emergence from the Chapter 11 Cases and adoption of fresh start accounting on the Effective Date, the Successor and Predecessor periods are not comparable. The discussion below focuses on the primary factors affecting operating results in the respective periods. References to comparable properties refer to 90 properties we owned on June 30, 2026 and which we owned continuously since January 1, 2025 and excludes 32 properties classified as held for sale, or the “non-comparable” properties, and two properties owned by an unconsolidated joint venture in which we own a 51% interest.

Rental income. Rental income for comparable properties increased primarily due to higher expense reimbursements. Rental income for non-comparable properties declined due to increased vacancies at certain properties and the write off of a straight line rent receivable in the 2026 Predecessor period related to the early termination of a lease at a property that is being marketed for sale, partially offset by a termination fee of $8,810 received for this lease. Rental income includes non-cash straight line rent adjustments totaling $1,337 for the Successor and $(1,063) for the Predecessor in the 2026 period and $13,492 in the

Predecessor 2025 period, and amortization of acquired real estate leases and assumed real estate lease obligations totaling $141 for the Successor and $258 for the Predecessor in the 2026 period and $282 in the Predecessor 2025 period.

Real estate taxes. Real estate taxes at non-comparable properties reflect higher assessed values at certain properties in the 2026 Successor and Predecessor periods.

Utility expenses. Utility expenses reflect higher electricity usage and rates in the 2026 Successor and Predecessor periods.

Other operating expenses. Other operating expenses reflect lower on-site personnel salary and benefits expense and lower repairs and maintenance costs in the 2026 Successor and Predecessor periods.

Depreciation and amortization. Depreciation and amortization in the 2026 Predecessor period reflects accelerated amortization of lease related assets resulting from the early termination of a lease at a property that is being marketed for sale. Depreciation and amortization in the Successor period reflects the reset in basis of our real estate and lease intangible assets as a result of fresh start accounting.

Loss on impairment of real estate. We recorded a $2,426 loss on impairment of real estate in the 2025 period to reduce the carrying value of one property to its estimated fair value less costs to sell.

Transaction related costs. Transaction related costs in the 2025 period consist of costs related to our evaluation of potential financing transactions.

General and administrative. General and administrative expenses in the 2026 Predecessor period reflect lower normal course legal fees incurred during the pendency of the Chapter 11 Cases, partially offset by higher share-based compensation recorded in the 2026 Predecessor period compared to the 2025 period due to the recognition of vesting expense of our unvested share awards upon cancellation of those awards on the Effective Date.

Loss on sale of real estate. We recorded a $4,578 net loss on sale of real estate resulting from the sale of three properties in the 2025 period.

Interest and other income. The decrease in interest and other income in the 2026 Predecessor period is primarily due to higher cash balances invested and higher rates in the 2025 period. The increase in the Successor period reflects the receipt of escrow funds related to a prior year asset sale.

Fair value adjustment of warrants. Fair value adjustment of warrants represents the change in fair value in the New Warrants as of June 30, 2026 compared to the fair value as of the Effective Date.

Interest expense. The decrease in interest expense in the 2026 Predecessor period is primarily due to our adoption of ASC 852 as a result of the Chapter 11 Cases, pursuant to which we ceased recognition of interest expense on our senior unsecured notes and wrote-off unamortized discounts and issuance costs related to LSTC as of the Petition Date resulting in lower amortization expense in the 2026 Predecessor period, partially offset by interest expense incurred at default rates as a result of the Chapter 11 Cases under certain of our debt instruments. Interest expense in the Successor period reflects interest expense related to our indebtedness following the Effective Date. For more information regarding our adoption of ASC 852 and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Net loss on early extinguishment of debt. We recorded a net loss on early extinguishment of debt of $95 in the 2025 period related to a senior note exchange and the write off of unamortized discounts and issuance costs related to the partial redemption of our prior senior secured notes due 2027.

Reorganization Items, net. Reorganization items, net in the 2026 Predecessor period represent amounts incurred after the Petition Date as a direct result of the Chapter 11 Cases and are comprised of our loss on fresh start accounting adjustments, gains on settlement of LSTC and bankruptcy-related professional fees. Reorganization items, net in the Successor period include costs related to professionals retained through the closure of matters related to the Chapter 11 Cases. For more information regarding reorganization items, net and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Income tax expense. Income tax expense is primarily the result of operating income earned in jurisdictions where we are subject to state income taxes and can fluctuate based on the timing of our income, including as a result of gains or losses on the sale of real estate or repayment of debt.

Equity in net earnings (losses) of investees. Equity in net earnings (losses) of investees represents our proportionate share of losses from our investment in an unconsolidated joint venture which owns two properties.

Net loss. Net loss in the 2026 and 2025 periods reflects the items noted above.

Weighted average common shares outstanding and per common share data. Weighted average common shares outstanding and per common share data reflect the cancellation of our previously outstanding common shares and the issuance of common shares of Reorganized Common Equity upon emergence from the Chapter 11 Cases on the Effective Date. For more information regarding our Reorganized Common Equity and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Non-GAAP Financial Measures

We present certain “non-GAAP financial measures” within the meaning of the applicable SEC rules, including the calculations below of NOI, funds from operations, or FFO, and normalized funds from operations, or Normalized FFO. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our condensed consolidated statements of comprehensive income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of our properties.

Net Operating Income

The calculation of NOI excludes certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations. We calculate NOI as shown below. We define NOI as income from our rental of real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization expense. We use NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate NOI differently than we do.

The following tables present the reconciliation of net loss to NOI for the three and six months ended June 30, 2026 and 2025:

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Funds From Operations and Normalized Funds From Operations

We calculate FFO and Normalized FFO as shown below. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and our proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, but excluding impairment charges on real estate assets and any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the other items shown below. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do.

The following tables present the reconciliation of net income (loss) to FFO and Normalized FFO for the three and six months ended June 30, 2026 and 2025:

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LIQUIDITY AND CAPITAL RESOURCES

Our Operating Liquidity and Resources (dollar amounts in thousands, except per share amounts)

As discussed in Note 1 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, on the Effective Date, the conditions precedent to the effectiveness of the Plan were satisfied and we emerged from the Chapter 11 Cases. Among other things, the Plan provided for the elimination of approximately $714,000 of debt, we issued the 2029 Secured Exit Notes and the 2031 Secured Exit Notes, entered into the credit agreement amendment and re-instated certain other debt. After emergence, our principal sources of funds to meet operating and capital expenses, pay debt service obligations and make distributions to our shareholders are the operating cash flows we generate from our properties and net proceeds from property sales. Our future cash flows from operating activities will depend primarily upon:

• our ability to collect rent from our tenants;
• our ability to maintain or increase the occupancy of, and the rental rates at, our properties;
• our ability to control operating and capital expenses at our properties; and
• our ability to successfully sell properties that we market for sale.

The office industry has been adversely affected by shifts in office space utilization, including increased remote work arrangements and tenants consolidating their real estate footprint, as well as ongoing market and economic conditions, including government spending and budget priorities. Demand for office space continues to face headwinds, including in markets where we have a concentration of properties, such as Washington, D.C., and the duration and ultimate impact of current trends on our properties remains uncertain and subject to change. These conditions continue to have a significant negative impact on our results of operations, financial position and cash flows.

We expect to sell properties, or sell an interest in properties through joint venture arrangements, from time to time in order to manage leverage levels or improve our liquidity. As part of these efforts, 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. We expect to sell all but one of the properties under agreement in the third quarter of 2026, and that the balance of these asset sales will be completed by 2027. Our pending sales 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. We expect to use the net sales proceeds from property sales to repay debt. There can be no assurance we will be successful selling any of these properties or what the amount of proceeds we may realize will be.

The following is a summary of our sources and uses of cash flows for the periods presented, as reflected in our condensed consolidated statements of cash flows:

The change from cash provided by operating activities in the 2025 Predecessor period to cash used in operating activities in the 2026 Predecessor period was primarily due to professional fees paid in connection with the Chapter 11 Cases and decreased NOI related to reductions in occupied space at certain of our properties in the 2026 Predecessor period. Cash provided by operating activities in the Successor period reflects operations of our properties subsequent to the Effective Date. The change from cash provided by investing activities in the 2025 Predecessor period to cash used in investing activities in the 2026 Predecessor period was primarily due to lower proceeds from property sales. The change from cash used in financing activities in the 2025 Predecessor period to cash provided by financing activities in the 2026 Predecessor period was primarily due to the repayment of our senior unsecured notes due 2025 in the 2025 Predecessor period and borrowings under our DIP Facility in the 2026 Predecessor period.

Our Investment and Financing Liquidity and Resources (dollar amounts in thousands, except per share amounts)

In order to meet cash needs to pay operating or capital expenses and make distributions, we maintain a revolving credit facility under our credit agreement. Our obligations under our credit agreement are secured by a pledge by certain of our subsidiaries of all of their respective equity interests in certain of our direct and indirect property owning subsidiaries and first mortgage liens on 19 properties owned by the pledged subsidiaries with a gross book value of real estate assets of $502,072 as of June 30, 2026. The maturity date of our credit agreement is January 29, 2027. Our credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios, restrict our ability to incur additional debt in excess of calculated amounts and, subject to limited exceptions, restrict our ability to increase our distribution rate above $0.01 per common share per quarter and enter into share repurchases. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the 19 collateral properties, our satisfying certain financial covenants and other credit facility conditions.

Interest payable on borrowings under our credit agreement was at a rate of the 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. federal prime rate plus a margin of 250 basis points. Effective February 4, 2026, in accordance with an order entered by the Bankruptcy Court, the margin increased to 450 basis points pursuant to the default rate stipulated in our credit agreement. 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, which was 25 basis points per annum at June 30, 2026. As of June 30, 2026, the annual interest rate payable on borrowings under our credit agreement was 9.2%. 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. We are currently evaluating possible debt refinancing alternatives to address our credit agreement maturity.

On August 1, 2026, we made a required $5,000 principal repayment on our 2029 Secured Exit Notes using cash on hand. The notes also require 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. We currently expect to pay these amounts with cash on hand and proceeds from asset sales.

As of June 30, 2026, our debt maturities (other than our revolving credit facility), consisting of senior notes, a term loan and mortgage notes, were as follows:

None of our senior secured notes require sinking fund payments prior to their respective maturity dates. Our mortgage notes currently require monthly payments of interest only; however, certain of our mortgage notes will require payments of principal and interest after a specified date through maturity.

In addition to our debt obligations, as of June 30, 2026, we had estimated unspent leasing related obligations of $48,106, of which we expect to spend $31,517 over the next 12 months using cash on hand.

We owned a 51% interest in an unconsolidated joint venture which owned two properties at June 30, 2026. As of June 30, 2026, the properties owned by this joint venture were encumbered by $48,645 principal amount of mortgage indebtedness, none of which is recourse to us. As of June 30, 2026, we did not control the activities that are most significant to this joint venture and, as a result, we accounted for our investment in this joint venture under the equity method of accounting. The filing of the Chapter 11 Cases constituted an event of default under the mortgage note secured by the properties owned by this joint venture. This joint venture remains current on debt service under this mortgage note and continues to own, operate and lease the collateral properties. For more information on the financial condition and results of operations of this joint venture, see Note 4 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Other than this joint venture, as of June 30, 2026, we had no off balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Debt Covenants

Our principal debt obligations as of June 30, 2026 consisted of (i) $325,000 of borrowings outstanding under our revolving credit facility, (ii) $100,000 outstanding principal amount under our secured term loan, (iii) an outstanding principal balance of $1,105,000 of senior notes and (iv) mortgage notes with an outstanding principal balance of $177,320. Also, the two properties owned by the joint venture in which we own a 51% interest secure an additional mortgage note. Our senior notes are governed by indentures. 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. Our mortgage notes are non-recourse, subject to certain limited exceptions, and do not contain any material financial covenants.

Related Person Transactions

We have relationships and historical and continuing transactions with RMR, RMR Inc. and others related to them. For more information about these and other such relationships and related person transactions, see Notes 10 and 11 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2025

Annual Report and our other filings with the SEC. In addition, see the section captioned “Risk Factors” in Part I, Item 1A of our 2025 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR or its subsidiaries provide management services.

Critical Accounting Estimates

The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the Condensed Consolidated Financial Statements include purchase price allocations, useful lives of fixed assets and assessment of impairment of real estate and the related intangibles.

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. Under fresh start accounting, we were required to determine our reorganization value and allocate that value to our individual assets and liabilities based on their estimated fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and FASB ASC Topic 805, Business Combinations. Significant judgments and estimates were used in determining reorganization value and the fair values assigned to our properties, investment in unconsolidated joint venture, long-term debt and warrants. Key assumptions include projected operating cash flows, capitalization rates, discount rates, hold periods and financing assumptions. Because these estimates were based on conditions and expectations as of the Effective Date, actual results may differ materially from those estimates.

A discussion of our critical accounting estimates is included in our 2025 Annual Report. Except for the fresh start accounting valuation estimates described above, there have been no significant changes in our critical accounting estimates since the year ended December 31, 2025.

As of the end of the period covered by this Quarterly Report on Form 10-Q, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Warning Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: our ability to continue as a going concern; our leverage levels; demand for office space; our future leasing activity, commitments and obligations; economic and market conditions; our liquidity needs, debt repayments and financing sources, including potentially refinancing our revolving credit facility and term loan; our capital expenditure plans and commitments; our pending or potential dispositions; and the amount and timing of future distributions.

Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Some of the risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

• Our ability to comply with the terms of our debt agreements and meet financial covenants,
• Our ability to make required payments on our debt or refinance our debts as they mature or otherwise become due,
• Our ability to maintain sufficient liquidity, including the availability of borrowings under our revolving credit facility and our ability to obtain new debt or equity financing, and otherwise manage leverage,
• Our ability to effectively raise and balance our use of debt and equity capital,
• Whether our tenants will renew or extend their leases and not exercise early termination options pursuant to their leases or that we will obtain replacement tenants on terms as favorable to us as our prior leases,
• The likelihood that our government tenants will be negatively impacted by government budget constraints, or changes in the use of real estate by government agencies,
• Our ability to increase or maintain occupancy at our properties on terms desirable to us, and our ability to increase rents when our leases expire or renew,
• The impact of unfavorable market and commercial real estate industry conditions due to uncertainties surrounding interest rates and high inflation, changing tariffs and trade policies and related uncertainty, supply chain disruptions, volatility in the public equity and debt markets and in commercial real estate markets, generally and in the sectors we operate, geopolitical instability and tensions, pandemics, any U.S. government shutdown, economic downturns or a possible recession, labor market conditions or changes in real estate utilization, including continued hybrid and other alternative arrangements, among other things, on us and our tenants,
• Our tenant and geographic concentration,
• Competition within the commercial real estate industry, particularly in those markets in which our properties are located,
• Our ability to sell properties at prices we target, and the timing of such sales,
• Our ability to manage our capital expenditures and other operating costs effectively and to maintain and enhance our properties and their appeal to tenants,
• The financial strength of our tenants,
• Risks and uncertainties regarding the costs and timing of development, redevelopment and repositioning activities, including as a result of prolonged high inflation, cost overruns, supply chain challenges, tariffs, labor shortages, construction delays or inability to obtain necessary permits or volatility in the commercial real estate markets,
• Our ability to pay distributions to our shareholders,
• Our ability to acquire properties that realize our targeted returns,
• The ability of our manager, RMR, to successfully manage us,
• Compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters,
• The impact of any U.S. government shutdown, elimination or reduction of government agencies and programs or failure to increase the government debt ceiling on our ability to collect rents and pay our operating expenses, debt obligations and distributions to shareholders on a timely basis,
• Actual and potential conflicts of interest with our related parties, including Adam Portnoy, RMR, Sonesta and others affiliated with them,
• Limitations imposed by and our ability to satisfy complex rules to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes,
• Acts of terrorism, outbreaks of pandemics or other public health safety events or conditions, war or other hostilities, global climate change or other manmade or natural disasters beyond our control, and
• Other matters.

These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in our periodic filings. The information contained in our filings with the SEC, including under the caption “Risk Factors” in the 2025 Annual Report and our other periodic reports, or incorporated herein or therein, identifies important factors that could cause differences from the forward-looking statements in this Quarterly Report on Form 10-Q. Our filings with the SEC are available on the SEC’s website at www.sec.gov (http://www.sec.gov).

You should not place undue reliance upon our forward-looking statements.

Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Statement Concerning Limited Liability

The amended and restated declaration of trust establishing Office Properties Income Trust, dated June 8, 2009, as amended, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Office Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Office Properties Income Trust. All persons dealing with Office Properties Income Trust in any way shall look only to the assets of Office Properties Income Trust for the payment of any sum or the performance of any obligation.