OPI on Nasdaq

OFFICE PROPERTIES INCOME TRUST

In its 2026 annual report the company says: “We are a real estate investment trust, or REIT, formed in 2009 under Maryland law.”4 It is headquartered in Newton, Massachusetts.1 Its shares trade on Nasdaq under the symbol OPI.1

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Last updated Oct 21, 2026.

Overview

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  • TickerOPI on Nasdaq1
  • IndustryReal Estate1
  • HeadquartersNewton, Massachusetts1
  • Incorporated inMD2
  • Business addressC/O The Rmr Group, Two Newton Pl., 255 Wash. St., Ste. 300, Newton, Ma 024582
  • Filer categoryNon-accelerated filer, Smaller reporting company2

We are a real estate investment trust, or REIT, formed in 2009 under Maryland law. As of December 31, 2025, our wholly owned properties were comprised of 122 properties containing approximately 17.1 million rentable square feet (all square footage amounts included within this Annual Report on Form 10-K are unaudited) and we had a noncontrolling ownership interest of 51% in an unconsolidated joint venture that owned two properties containing approximately 0.3 million rentable square feet. As of December 31, 2025, our properties have an undepreciated carrying value of approximately $3.7 billion and a depreciated carrying value of approximately $2.9 billion. As of December 31, 2025, our properties were leased to 212 different tenants, with a weighted average remaining lease term (based on annualized rental income as defined below) of approximately 6.6 years. The U.S. government is our large…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-61.5%Net margin5
-11.8%Revenue growth, 20255
-30.9%Return on equity5
2.73×Debt to equity5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs54¢$239.0M
  • Interest46¢$203.5M
  • Income tax0¢$116.0K

Out of $442.6M in revenue.5 The company lost money this year.

Financial statements

Revenue65$442.6M in 2025−35% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $678.4M$678.4M20192024: $502.0M$502.0M2024−26%2025: $442.6M$442.6M2025−12%
Net income789105-$272.4M in 2025
-$300.0M-$200.0M-$100.0M0$100.0M2019: $30.3M$30.3M20192020: $6.7M$6.7M2020−78%2021: -$8.2M-$8.2M20212022: -$6.1M-$6.1M2022−25%2023: -$69.4M-$69.4M2023+1037%2024: -$136.1M-$136.1M2024+96%2025: -$272.4M-$272.4M2025+100%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Rental income$442.6M$502.0M
Real estate taxes$49.0M$62.4M
Utility expenses$26.9M$27.5M
Other operating expenses$121.5M$107.4M
Depreciation and amortization$175.0M$194.7M
Loss on impairment of real estate$2.0M$181.6M
Transaction related costs$42.5M$1.1M
General and administrative$19.4M$21.1M
Total expenses$436.2M$595.8M
Gain (loss) on sale of real estate$916.0K-$7.4M
Interest and other income$3.1M$3.7M
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $40,825 and $13,463, respectively)-$203.5M-$163.7M
(Loss) gain on early extinguishment of debt-$449.0K$126.2M
Reorganization items, net-$78.3M$0
Loss before income tax expense and equity in net losses of investees-$271.9M-$135.1M
Income tax expense-$116.0K-$203.0K
Equity in net losses of investees-$405.0K-$758.0K
Net loss-$272.4M-$136.1M
Weighted average common shares outstanding (basic) (in shares)71.9M shares51.8M shares
Weighted average common shares outstanding (diluted) (in shares)71.9M shares51.8M shares
Net loss (basic) (in dollars per share)-$3.79-$2.63
Net loss (diluted) (in dollars per share)-$3.79-$2.63
Net amortization of debt premiums, discounts and issuance costs$40.8M$13.5M

Compare OFFICE PROPERTIES INCOME TRUST with another company

Corporate structure

OFFICE PROPERTIES INCOME TRUST sits at the top of its group. 7 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of OFFICE PROPERTIES INCOME TRUST

  • REDWOOD CAPITAL MANAGEMENT, LLC Filed SCHEDULE 13D/A on OFFICE PROPERTIES INCOME TRUST, latest Aug 19, 2026 (3 filings since Jun 25, 2026)
  • Barclays Filed SCHEDULE 13G on OFFICE PROPERTIES INCOME TRUST, latest Aug 13, 2026
  • LIBERTY MUTUAL HOLDING Co INC. Filed SCHEDULE 13G on OFFICE PROPERTIES INCOME TRUST, latest Jul 10, 2026
  • WHITEBOX ADVISORS LLC Filed SCHEDULE 13G on OFFICE PROPERTIES INCOME TRUST, latest Jul 6, 2026
  • Helix Partners Management LP Filed SCHEDULE 13D on OFFICE PROPERTIES INCOME TRUST, latest Jun 25, 2026
  • D. E. SHAW & CO, L.P. Filed SCHEDULE 13G/A on OFFICE PROPERTIES INCOME TRUST, latest Aug 14, 2025 (3 filings since Dec 18, 2024)
  • MSD Partners, L.P. Filed SCHEDULE 13G/A on OFFICE PROPERTIES INCOME TRUST, latest Aug 13, 2025 (2 filings since Dec 17, 2024)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on OFFICE PROPERTIES INCOME TRUST, latest Jul 29, 2025 (9 filings since Feb 10, 2022)
  • Invesco Filed SC 13G/A on OFFICE PROPERTIES INCOME TRUST, latest Nov 7, 2024 (2 filings since Feb 9, 2024)
  • BlackRock Filed SC 13G/A on OFFICE PROPERTIES INCOME TRUST, latest Jul 8, 2024 (7 filings since Jan 26, 2022)
  • State Street Corporation Filed SC 13G/A on OFFICE PROPERTIES INCOME TRUST, latest Jan 22, 2024 (3 filings since Feb 11, 2022)
  • OFFICE PROPERTIES INCOME TRUST Newton, Massachusetts
    • GOV NEW OPPTY LP Subsidiary · Delaware, United States
    • GOV NEW OPPTY REIT Subsidiary · Maryland, United States
    • OPI Notex Holdings Trust Subsidiary · Maryland, United States
    • OPI WF Borrower LLC Subsidiary · Delaware, United States
    • OPI WF Holding LLC Subsidiary · Delaware, United States
    • OPI WF Owner LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What OFFICE PROPERTIES INCOME TRUST reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$706.6M5 Dec 31, 2025$711.0M5 Dec 31, 2024−0.6%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$2.9B5 Dec 31, 2025$3.0B5 Dec 31, 2024−3.0%
Real estate investments, at cost$3.7B5 Dec 31, 2025$3.7B5 Dec 31, 2024+0.5%
Real estate accumulated depreciation$729.5M5 Dec 31, 2025$618.6M5 Dec 31, 2024+17.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$29.5M5 Dec 31, 2025$261.3M5 Dec 31, 2024−88.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, net$150.3M5 Dec 31, 2025$193.7M5 Dec 31, 2024−22.4%

Properties, in its own words

As of December 31, 2025, our wholly owned properties were comprised of 122 properties located in 29 states and the District of Columbia containing approximately 17.1 million rentable square feet and we had a noncontrolling ownership interest of 51% in an unconsolidated joint venture that owned two properties totaling approximately 0.3 million rentable square feet. The following table provides certain information about our wholly owned properties as of December 31, 2025 (dollars in thousands):

State · Number ofProperties · Undepreciated Carrying Value (1) · Depreciated Carrying Value (1) · Annualized Rental Income

The rest of Item 2

Alabama · 3 · 27,169 · 19,587 · 4,367

Arizona · 2 · 19,873 · 14,825 · 2,516

California · 17 · 314,029 · 243,585 · 44,143

Colorado · 2 · 21,591 · 19,310 · 3,074

District of Columbia · 7 · 766,691 · 614,967 · 31,078

Florida · 3 · 77,101 · 57,138 · 9,617

Georgia · 5 · 305,336 · 247,784 · 42,113

Idaho · 3 · 34,156 · 23,772 · 4,495

Illinois · 3 · 378,989 · 320,496 · 42,287

Indiana · 2 · 17,893 · 15,230 · 5,950

Iowa · 1 · 10,646 · 9,094 · 3,283

Maryland · 12 · 242,197 · 186,480 · 26,492

Massachusetts · 5 · 98,079 · 77,920 · 4,950

Michigan · 1 · 8,487 · 7,487 · 1,721

Minnesota · 1 · 11,204 · 6,891 · 1,312

Mississippi · 1 · 28,232 · 19,224 · 4,179

Missouri · 2 · 73,619 · 55,307 · 15,657

Nebraska · 2 · 26,560 · 23,698 · 3,213

New Jersey · 2 · 41,799 · 35,215 · 6,043

New York · 2 · 11,816 · 8,281 · 2,067

North Carolina · 2 · 24,985 · 19,547 · 6,617

Ohio · 1 · 1,511 · 1,217 · 525

Pennsylvania · 1 · 35,352 · 29,856 · —

South Carolina · 2 · 31,467 · 28,017 · 3,789

Texas · 15 · 261,087 · 211,402 · 39,383

Utah · 1 · 72,357 · 59,953 · 9,421

Vermont · 1 · 9,347 · 5,941 · 1,178

Virginia · 17 · 452,567 · 360,154 · 55,074

Washington · 5 · 257,488 · 216,897 · 11,452

Wyoming · 1 · 15,067 · 7,877 · 2,589

Total · 122 · 3,676,695 · 2,947,152 · 388,585

(1)Excludes purchase price allocations assigned to real estate intangibles.

Secured Properties · Number of First-LienProperties · Undepreciated Carrying Value · Principal Balance

Mortgage notes · 7 · 231,245 · 177,320

Amended and restated credit agreement · 19 · 807,624 · 425,000

Senior secured notes due March 2027 · 35 · 1,062,393 · 417,994

Senior secured notes due March 2029 · 17 · 525,130 · 300,000

Senior secured notes due September 2029 · 19 · 546,495 · 609,999

Secured debtor-in-possession term loan · 25 · 503,808 · 10,225

Total · 122 · 3,676,695 · 1,940,538

In addition, as of December 31, 2025, the two properties owned by our unconsolidated joint venture in which we owned a 51% interest secured a mortgage totaling $49.1 million.

For more information regarding our secured debt and our unconsolidated joint venture, see Notes 1, 4 and 9 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Item 2 of the 10-K filed May 22, 2026.4

Leadership

Who has led OFFICE PROPERTIES INCOME TRUST, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (17)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • GOV NEW OPPTY LP Delaware3
  • GOV NEW OPPTY REIT Maryland3
  • OPI Notex Holdings Trust Maryland3
  • OPI WF Borrower LLC Delaware3
  • OPI WF Holding LLC Delaware3
  • OPI WF Owner LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Government Properties Income TrustOct 27, 2016 to Jan 2, 20192

Timeline

  1. Sep 24, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation40
  2. Sep 10, 20268-K Other events41
  3. Aug 5, 20268-K Results of operations42
  4. Jun 23, 20268-K Entered a material agreement; Ended a material agreement; Bankruptcy or receivership43
  5. Jun 4, 20268-K Results of operations; Regulation FD disclosure44
  6. May 6, 20268-K Regulation FD disclosure; Other events45
  7. Apr 28, 20268-K Bankruptcy or receivership46
  8. Apr 1, 20268-K Regulation FD disclosure47
  9. Mar 13, 20268-K Regulation FD disclosure48
  10. Mar 4, 20268-K Regulation FD disclosure49
  11. Feb 20, 20268-K Regulation FD disclosure50
  12. Feb 10, 20268-K Regulation FD disclosure51
  13. Sep 17, 2018New chief executive David M. Blackman becomes CEO14

Calendar

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results42
  2. Jun 4, 2026Reported quarterly or annual results44
  3. Oct 31, 2025Reported quarterly or annual results52
  4. Jul 30, 2025Reported quarterly or annual results53
  5. Apr 30, 2025Reported quarterly or annual results54
  6. Feb 13, 2025Reported quarterly or annual results55
  7. Oct 30, 2024Reported quarterly or annual results56
  8. Jul 31, 2024Reported quarterly or annual results57

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

270 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 80 major events, 69 insider forms, 33 large holders, 68 other. The latest 20:

  1. Sep 24, 20268-K EDGAR
  2. Sep 10, 20268-K EDGAR
  3. Aug 19, 2026SCHEDULE 13D/A EDGAR
  4. Aug 19, 20264 EDGAR
  5. Aug 13, 20264 EDGAR
  6. Aug 13, 2026SCHEDULE 13G EDGAR
  7. Aug 7, 20264/A EDGAR
  8. Aug 6, 202610-Q EDGAR
  9. Aug 6, 20264 EDGAR
  10. Aug 6, 2026144 EDGAR
  11. Aug 5, 20268-K EDGAR
  12. Jul 24, 20263/A EDGAR
  13. Jul 24, 2026SCHEDULE 13D/A EDGAR
  14. Jul 10, 2026SCHEDULE 13G EDGAR
  15. Jul 6, 2026SCHEDULE 13G EDGAR
  16. Jul 1, 20263 OWNERSHIP DOCUMENT EDGAR
  17. Jun 26, 20263 EDGAR
  18. Jun 25, 20263 EDGAR
  19. Jun 25, 2026SCHEDULE 13D EDGAR
  20. Jun 25, 2026SCHEDULE 13D EDGAR

The 270 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

8 open-market trades by officers, directors and large owners since October 2021: 1 buys and 7 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 18, 2026Double Twins K, LLC10% ownerSale175,734$19.03$3.3MForm 4
Aug 17, 2026Double Twins K, LLC10% ownerSale20,686$19.03$393.7KForm 4
Aug 13, 2026Redwood Capital Management Holdings, LP10% ownerSale1,826$19.00$34.7KForm 4
Aug 12, 2026Redwood Capital Management Holdings, LP10% ownerSale2,616$19.04$49.8KForm 4
Aug 11, 2026Redwood Capital Management Holdings, LP10% ownerSale2,413$19.00$45.8KForm 4
Aug 6, 2026Double Twins K, LLC10% ownerSale162,254$19.71$3.2MForm 4
Aug 6, 2026REDWOOD CAPITAL MANAGEMENT, LLC10% ownerSale162,254$19.71$3.2MForm 4
May 11, 2022Talley Mark A.DirectorBuy400$19.81$7.9KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Yael Duffy President and Chief Operating Officer$70.0K$70.5K69
2024Brian E. DonleyChief Financial Officer and Treasurer$70.0K$70.4K69
2023Brian E. DonleyChief Financial Officer and Treasurer$23.0K$26.4K69

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 35. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Helix Partners Management LP5,551,715$94.4M25.4%New
Redwood Capital Management, LLC4,327,521$73.6M8.0%New
Whitebox Advisors LLC1,748,605$29.7M1.5%New
Liberty Mutual Group Asset Management Inc.1,311,341$22.3M1.9%New
Valueworks LLC1,162,310$19.8M4.1%New
ExodusPoint Capital Management, LP1,077,999$18.3M0.2%New
Apollo Management Holdings, L.P.516,804$8.8M0.1%New
Jane Street Group, LLC458,560$7.8M0.0%New
Barclays PLC416,921$7.1M0.0%New
Littlejohn & Co LLC326,981$5.6M7.1%New
Aviva PLC235,269$4.0M0.0%New
Nuveen, LLC210,482$3.6M0.0%New
Mackenzie Financial Corp193,653$3.3M0.0%New
Brevan Howard Capital Management LP124,393$2.1M0.0%New
Millennium Management LLC119,008$2.0M0.0%New
Invesco Ltd.113,454$1.9M0.0%New
AEGON USA Investment Management, LLC57,113$970.9K0.8%New
Marnell Management LLC50,892$865.2K0.4%New
Infrastructure Capital Advisors, LLC45,864$779.7K0.1%New
LPL Financial LLC16,884$287.0K0.0%New
Citadel Advisors LLC12,768$217.1K0.0%New
Bank Of Montreal /can/12,235$208.0K0.0%New
Oaktree Capital Management LP10,851$184.5K0.0%New
MSD Partners, L.P.10,707$182.0K0.2%New
Qube Research & Technologies Ltd10,120$172.0K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How OFFICE PROPERTIES INCOME TRUST is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAROFFICE PROPERTIES INCOME TRUST1
  • CIK0001456772
  • Employer ID (EIN)26-42734744
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inMaryland4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6500 Real Estate1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business addressC/O The Rmr Group, Two Newton Pl., 255 Wash. St., Ste. 300, Newton, MA 024581
  • Phone(617) 219-14401
  • Shares outstanding21,953,577 as of Aug 4, 202613
  • Public float$18.2M as of Jun 30, 20254
  • AuditorDeloitte & Touche LLP, Boston, Massachusetts PCAOB ID 34; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceFeb 20, 20091
  • Filings880 in all: 4 (227), 8-K (223), SC 13G/A (54), 10-Q (52), 425 (33), 3 (30), 424B5 (30), UPLOAD (22)1
    All 52 form types

    DEFA14A (19), 10-K (17), CORRESP (17), DEF 14A (16), SC 13G (12), FWP (10), ARS (9), EFFECT (9), S-4/A (8), 8-K/A (7), SC 13D/A (7), 8-A12B (6), S-11/A (6), S-3ASR (5), SCHEDULE 13G/A (5), 4/A (4), SCHEDULE 13G (4), S-3 (3), S-8 (3), S-8 POS (3), 25 (2), 25-NSE (2), 424B3 (2), 424B4 (2), 424B7 (2), CERT (2), CERTNYS (2), POS AM (2), POSASR (2), PRE 14A (2), S-11 (2), S-3/A (2), S-4 (2), SCHEDULE 13D (2), SCHEDULE 13D/A (2), 144 (1), 15-12B (1), 3/A (1), CERTNAS (1), DEFR14A (1), NT 10-Q (1), RW (1), S-11MEF (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) May 22, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 3, 2025
    Latest 8-K (8-K) Sep 24, 2026

Risk factors and legal proceedings

The risks OFFICE PROPERTIES INCOME TRUST names in Item 1A of its 10-K filed May 22, 2026: 52 risks under these headings, as written.4

  • 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
  • Upon our emergence from bankruptcy, the composition of our Board of Trustees is expected to change significantly.
  • Upon our emergence from bankruptcy, our financial results may change significantly and may not reflect historical trends.
  • We have concluded that there is substantial doubt about our ability to continue as a going concern.
  • Risks Related to Our Business
  • We have and, following our emergence from bankruptcy, will have a substantial amount of debt and are subject to risks related to our debt, including our ability to refinance maturing debt and the cost of any such refinanced debt.
  • We may be unable to lease our properties when our leases expire.
  • Hybrid and other alternative work arrangements and shifts in space utilization and other business practices may continue to reduce the demand for office leasing.
  • Some of our properties depend upon a private sector single or majority tenant for all or a significant portion of their rental income; therefore, our financial condition, including our ability to pay distributions to our shareholders, may be adversely affected by bankruptcy or insolvency, a downturn in the business, or a lease termination of such a single or majority tenant.
  • We currently have a concentration of properties in the metropolitan Washington, D.C. market area and are exposed to changes in market conditions in this area.
  • Unfavorable market and industry conditions have had, and may continue to have, a material adverse effect on our results of operations, financial condition and ability to pay distributions to our shareholders.
The other 42 risks
  • We may experience declining rents or incur significant costs to renew our leases with current tenants or lease our properties to new tenants, and any rent increases that we do achieve may not exceed increased costs we may incur.
  • Our business depends upon our tenants satisfying their lease obligations to us, which, with respect to our private sector tenants, depends, to a large degree, on those tenants’ abilities to successfully operate their businesses, and, with respect to our government tenants, depends on discretionary funding from federal, state and local governments.
  • Government budgetary pressures, policies and priorities and trends in government employment and office leasing, including elimination or reduction of government agencies and programs, hybrid work arrangements and other space utilization trends, may adversely impact our business.
  • We may not succeed in selling properties we may identify for sale and any proceeds we may receive from sales we do complete may be less than expected, and we may incur losses with respect to any such sales.
  • We may fail to comply with the terms of our debt agreements, which could adversely affect our business.
  • U.S. government shutdowns may adversely impact our operations, financial results and liquidity.
  • REIT distribution requirements and limitations on our ability to access capital at reasonable costs or at all may adversely impact our ability to carry out our business plan.
  • We face significant competition.
  • Some tenants have the right to terminate their leases prior to their lease expiration date.
  • Secured debt exposes us to the possibility of foreclosure, which could result in the loss of our investment in certain of our subsidiaries or in a property or group of properties or other assets that secure that debt.
  • We face challenges from uncertainties regarding interest rates and high interest rates have significantly increased our interest expense and may otherwise materially and negatively affect us.
  • We are exposed to risks associated with property development, redevelopment and repositioning that could adversely affect us, including our financial condition and results of operations.
  • Ownership of real estate is subject to environmental risks and liabilities.
  • We are subject to risks from adverse weather, natural disasters and adverse impacts from global climate change, and we incur significant costs and invest significant amounts with respect to these matters.
  • RMR relies on information technology and systems in providing services to us, and any material failure, inadequacy, interruption or security breach of that technology or those systems could materially harm us.
  • RMR incorporates artificial intelligence into some of its business workflows and processes, and challenges with properly managing its use could result in reputational harm, competitive harm, legal liability and increased regulatory costs and could adversely affect our results of operations.
  • Sustainability initiatives, requirements and market expectations may impose additional costs and expose us to new risks.
  • Insurance may not adequately cover our losses, and insurance costs may increase.
  • Risks Related to Our Relationships with RMR
  • We are dependent upon RMR to manage our business and implement our growth strategy.
  • RMR has broad discretion in operating our day to day business.
  • Our management structure and agreements and relationships with RMR and RMR’s and its controlling shareholder’s relationships with others may create conflicts of interest, or the perception of such conflicts, and may restrict our investment activities.
  • Our management agreements with RMR were not negotiated on an arm’s length basis and their fee and expense structure may not create proper incentives for RMR, which may increase the risk of an investment in our common shares.
  • Our management arrangements with RMR may discourage a change of control of us.
  • We are party to transactions with related parties that may increase the risk of allegations of conflicts of interest.
  • We may be at an increased risk for dissident shareholder activities due to perceived conflicts of interest arising from our management structure and relationships.
  • Risks Related to Our Organization and Structure
  • We may change our operational, financing and investment policies without shareholder approval.
  • Ownership limitations and certain provisions in our declaration of trust, bylaws and agreements, as well as certain provisions of Maryland law, may deter, delay or prevent a change in our control or unsolicited acquisition proposals.
  • Our rights and the rights of our shareholders to take action against our Trustees and officers are limited.
  • Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our Trustees, officers, manager or other agents.
  • Disputes with RMR may be referred to mandatory arbitration proceedings, which follow different procedures than in-court litigation and may be more restrictive to those asserting claims than in-court litigation.
  • Risks Related to Our Taxation
  • Our failure to remain qualified for taxation as a REIT under the IRC could have significant adverse consequences.
  • Distributions to shareholders generally will not qualify for reduced tax rates applicable to “qualified dividends.”
  • REIT distribution requirements could adversely affect us and our shareholders.
  • Even if we remain qualified for taxation as a REIT under the IRC, we may face other tax liabilities that reduce our cash flow.
  • If arrangements involving one of our TRSs fail to comply as intended with the REIT qualification and taxation rules, we may fail to qualify for taxation as a REIT under the IRC or be subject to significant penalty taxes.
  • Legislative or other actions affecting REITs could materially and adversely affect us and our shareholders.
  • Risks Related to Our Securities
  • Our quarterly cash distributions on our common shares are currently suspended and may not be resumed, and any future distributions may not remain at or increase above prior levels or may be reduced or eliminated again and the form of payment could change.
  • The Notes and the Guarantees will be structurally subordinated to the payment of all indebtedness and other liabilities of our subsidiaries that do not guarantee the applicable series of Notes.
  • Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of notes to return payments received from guarantors.
  • There may be no public market for the Notes, and one may not develop, be maintained or be liquid.
  • Some or all of the Guarantees and any related collateral may be released automatically.
  • Our common shares currently have limited liquidity and will be cancelled, released and discharged on the effective date of the Plan.

Legal proceedings

On the Petition Date, OPI and certain of its subsidiaries, voluntarily initiated the Chapter 11 Cases. For more information regarding the Chapter 11 Cases, see Item 1 Business and Note 1 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

The opening of Item 3, Legal Proceedings.4

Sources

The numbers on this page point here. Each one links to the record it came from.

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    SEC EDGAROther events
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