OFFICE PROPERTIES INCOME TRUST

false 0001456772 0001456772 2026-04-22 2026-04-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2026 OFFICE PROPERTIES INCOME TRUST (Exact name of registrant as specified in its charter) Maryland 001-34364 26-4273474 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) Two Newton Place , 255 Washington Street , Suite 300 Newton , Massachusetts 02458-1634 (Address of principal executive offices) (Zip Code) ( 617 ) 219-1440 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ In this Current Report on Form 8-K (this “ Current Report ”), the terms the “Company,” “we,” “us,” and “our” refer to Office Properties Income Trust. Item 1.03. Bankruptcy or Receivership. As previously reported, on October 30, 2025, the Company and its debtor affiliates (collectively, the “ Debtors ”) each commenced with the United States Bankruptcy Court for the Southern District of Texas (the “ Bankruptcy Court ”) a voluntary case (collectively, the “ Chapter 11 Cases ”) under chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”). The Chapter 11 Cases are jointly administered under the caption In re Office Properties Income Trust , et al., Case No. 25-90530. 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 (as may be amended, modified, or supplemented in accordance with its terms, the “ Plan ”). A copy of the Plan is attached as Exhibit 99.1 to this Current Report. 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 (the “ Confirmation Order ”), confirming the Plan. A copy of the Confirmation Order is attached as Exhibit 2.1 to this Current Report. Capitalized terms used but not otherwise defined in this Current Report have the meanings given to them in the Plan. The Plan incorporates by reference certain documents filed with the Bankruptcy Court as part of the Plan Supplement as the same has been amended and supplemented from time to time prior to confirmation of the Plan and may be further amended and supplemented prior to the effective date of the Plan (the “ Effective Date ”) or as otherwise set forth in the Plan or Confirmation Order. After the satisfaction or waiver of the conditions precedent of the Plan, the Debtors intend to effect the transactions contemplated by the Plan and emerge from chapter 11 protection. The Debtors can make no assurances as to when, or ultimately if, the Plan will become effective. Summary of Plan The following is a summary of the material terms of the Plan. This summary describes only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Plan and the Confirmation Order. The Plan, among other things, incorporates certain settlement agreements, including those previously disclosed in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (“ SEC ”) on April 1, 2026 and March 4, 2026, each under Item 7.01. Furthermore, the Plan provides for the following treatment of Claims and Interests: · Allowed Administrative Claims, Priority Tax Claims, Other Secured Claims, Other Priority Claims, Mortgage Debt Guarantee Claims, Secured Credit Facility Claims and March 2029 Senior Secured Notes Claims will be paid in full in cash or receive such other treatment reinstating such claims or rendering such claims Unimpaired, as applicable; · Allowed 2027 Senior Secured Notes Claims will receive $385 million in newly issued 8.375% senior secured notes to be issued by a wholly owned subsidiary of the Company; · Allowed September 2029 Senior Secured Notes Claims will receive $300 million in aggregate principal amount of newly issued 10.000% senior secured notes due 2031 (the “ Secured Exit Notes ”); and, each holder of an Allowed September 2029 Senior Secured Notes Claim will have the right to receive such holder’s pro rata share of (x) $120 million in Secured Exit Notes and (y) $98 million in newly issued common shares of beneficial interest, $.01 par value per share (“ common shares ”, and such newly issued common shares, the “ Reorganized Common Equity ”); provided that (i) holders of Allowed Original September 2029 Senior Secured Notes Claims that are also holders of DIP Claims shall have the ability to elect to receive their recovery in Secured Exit Notes, Reorganized Common Equity or a combination thereof (the “ September 2029 Recovery Election ”), and (ii) holders of Allowed Subsequent September 2029 Senior Secured Notes Claims will not participate in the September 2029 Recovery Election and instead receive their pro rata share of the foregoing items (x) and (y) based on the Subsequent September 2029 Senior Secured Notes Adjusted Claim Amount of $37,570,000; · Allowed September 2029 Unsecured Claims will receive their pro rata share of 5.3% of the Reorganized Common Equity pursuant to the Unsecured Equity Pool Waterfall described in the Plan, subject to dilution by an amount equal to 2% of the Reorganized Common Equity to be issued to RMR on the effective date of the Plan (the “ Initial Equity Compensation ”), certain shares of Reorganized Common Equity to be issued in respect of Allowed September 2029 Senior Secured Notes Claims to prevent dilution (the “ Allowed September 2029 Senior Secured Notes Claim Anti-Dilution Shares ”), and certain shares of the Reorganized Common Equity issuable upon the exercise of warrants to be issued to holders of Priority Guaranteed Unsecured Notes Claims and Unsecured Notes Claims representing up to 5% of the Reorganized Common Equity (the “ New Warrants ); · Each DIP Claim (excluding any DIP Fee Claims) will receive its pro rata share of Reorganized Common Equity equal to the aggregate amount of such DIP Claims (net of DIP Fee Claims) at a discount to Plan value of 37%; · Each Allowed DIP Fee Claim will receive Reorganized Common Equity equal to the aggregate amount of such fees, with such Reorganized Common Equity to be issued (x) at a discount to Plan value of 37% (subject to approval by the Bankruptcy Court) in respect of the DIP Upfront Fee, and (y) at Plan value in respect of the DIP Anchor Capital Commitment Fee and DIP Exit Fee; · Priority Guarantee