8-K
Office Properties Income Trust (OPI)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuantto Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
January 30, 2026
OFFICE PROPERTIES INCOME TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-34364 | 26-4273474 |
|---|---|
| (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)
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<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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 Reporton Form 8-K, the terms “OPI,” “the Company,” “we,” “us,” and “our” refer toOffice Properties Income Trust.
Item 7.01. Regulation FD Disclosure.
As previously disclosed, on October 30, 2025, OPI and certain of its subsidiaries (collectively, the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 Cases are being filed to implement a court-supervised financial restructuring pursuant to the terms described in that certain Restructuring Support Agreement entered into on October 30, 2025 among the Debtors and the other parties thereto (the “RSA”). The Debtors’ Chapter 11 Cases are jointly administered under the caption “In re Office Properties Income Trust, et al.”
Monthly Operating Reports
On January 30, 2026, the Debtors filed their Monthly Operating Reports (the “MORs”) with the Bankruptcy Court. The MORs provide financial and operational information regarding the Company's performance during the period of December 1, 2025 through December 31, 2025. On February 10, 2026, certain of the Debtors, including OPI, filed amended MORs to reflect interest expense adjustments as compared with the previously filed MORs, including the reclassification of certain interest to OPI. The Debtors continue to operate their businesses and manage their properties 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.
OPI’s amended MOR is attached as Exhibit 99.1. Copies of the MORs and other filings with the Bankruptcy Court related to the Chapter 11 Cases are available for review and download, free of charge, on the website of the Debtors’ claims, noticing, and solicitation agent at https://restructuring.ra.kroll.com/OPI or through the Bankruptcy Court's website, for a fee, at https://ecf.txsb.uscourts.gov. The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K in each case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
Cautionary Statement Regarding the MORs
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the MORs, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The MORs are limited in scope, cover a limited time period, and have been prepared solely for the purpose of complying with the reporting requirements of the Bankruptcy Court. The MORs were not audited or reviewed by independent accountants, were not prepared in accordance with generally accepted accounting principles, are in a format prescribed by applicable bankruptcy rules and guidelines, and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the MORs are complete. The MORs also contain information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for the periods that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results and projections set forth in the MORs should not be viewed as indicative of future results.
Cautionary Language Regarding Trading in theCompany’s Common Shares
The Company’s shareholders are cautioned that trading in the Company’s common shares of beneficial interest, $.01 par value per share (“common shares”), during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. The Company’s common shares are no longer listed on The Nasdaq Stock Market LLC, and trading prices for the Company’s common shares may bear little or no relationship to the actual recovery, if any, by holders thereof in the Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common shares.
Cautionary Note Concerning Forward LookingStatements
This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. These forward-looking statements include, among others, statements regarding the process and potential outcomes of the Chapter 11 Cases. Forward-looking statements are based on the Company’s current expectations, assumptions and estimates and are subject to risk, uncertainties, and other important factors that are difficult to predict and that could cause actual results to differ materially and adversely from those expressed or implied. These risks include, among others, those related to: the Company’s ability to confirm and consummate a plan of reorganization; the duration and outcome of the Chapter 11 Cases; the Company suffering from a long and protracted restructuring; the impact of the Chapter 11 Cases on the Company’s operations, reputation and relationships with tenants, lenders, and vendors; the Company having insufficient liquidity; the availability of financing; the ability to satisfy the conditions precedent to the RSA; the effectiveness of the overall restructuring activities pursuant to the Chapter 11 Cases and any additional strategies that the Company may employ to address its liquidity and capital resources and achieve its stated goals; the potential cancellation of the Company’s equity; and the Company’s historical financial information not being indicative of its future performance as a result of the Chapter 11 Cases.
The information contained in the Company’s filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings with the SEC, or incorporated herein or therein, identifies other important factors that could cause differences from our forward-looking statements. The Company’s filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue reliance upon the Company’s 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Office Properties Income Trust<br>Monthly Operating Report for the period of December 1, 2025 through December 31, 2025, as amended. |
|---|---|
| 104 | Cover Page Interactive Data File. (Embedded within the Inline<br>XBRL Document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.
| OFFICE PROPERTIES INCOME TRUST | |
|---|---|
| By: | /s/ Brian E. Donley |
| Name: | Brian E. Donley |
| Title: | Chief Financial Officer and Treasurer |
Dated: February 10, 2026
Exhibit 99.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
| Case Name:<br> Office Properties Income Trust, et al. **** ^1^ | Petition Date: October 30, 2025 |
|---|---|
| Case Number: 25-90530<br> (CML) |
AMENDED GLOBAL NOTES AND STATEMENTS OF LIMITATIONS,METHODOLOGY, AND DISCLAIMERS REGARDING DEBTORS’ MONTHLY OPERATING REPORT
The accompanying amended Monthly Operating Report (the “MOR”) has been prepared by Office Properties Income Trust and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter11 Cases”). On October 30, 2025 (the “Petition Date”), the Debtors commenced these Chapter 11 Cases by filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). These Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered under Case No. 25-90530 (CML). The Debtors are authorized to operate their business as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
The Debtors have prepared the amended MORs to amend the previously filed monthly operating reports for the reporting period ended December 31, 2025, for the following Debtors:
| Debtor | EIN | Prior Monthly Operating Report |
|---|---|---|
| Office Properties Income Trust | 26-4273474 | Docket No. 701 |
| OPI 25 Exchange LLC | N/A | Docket No. 737 |
| OPI BND Properties LLC | 99-1334959 | Docket No. 740 |
| OPI Notex Properties LLC | N/A | Docket No. 742 |
The amended MORs reflect interest expense adjustments, including the reclassification of certain interest to Office Properties Income Trust.
The following notes, statements, and limitations should be referred to, and referenced in connection with, any review of the MOR accompanying these global notes (the “GlobalNotes”).
| 1. | General Methodology. The Debtors are filing this MOR solely for the purpose of complying with the<br>monthly reporting requirements of the Office of the United States Trustee for Region 7 (the “U.S. Trustee”)<br>and applicable bankruptcy reporting guidelines. The financial and supplemental information contained in these Global Notes is unaudited,<br>limited in scope, and is not prepared in accordance with accounting principles generally accepted in the United States of America<br>(“U.S. GAAP”) nor in accordance with federal or state securities laws or other applicable non-bankruptcy law<br>or in lieu of complying with any periodic reporting requirements thereunder, nor is it intended to fully reconcile to the consolidated<br>financial statements prepared by the Debtors. These Global Notes contain information that is applicable to each MOR filed in the Chapter<br>11 Cases contemporaneously herewith. Accordingly, the financial information presented in the MORs is subject to further review, adjustment,<br>and reclassification as additional information becomes available. This MOR should not be relied upon for valuation, investment, or any<br>other purpose other than compliance with the applicable reporting guidelines noted above. |
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| ^1^ | A complete list of the Debtors in the Chapter 11 Cases may be obtained on<br>the website of the Debtors’ claims and noticing agent at https://restructuring.ra.kroll.com/OPI. The Debtors’ mailing address<br>is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634. |
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| 2. | Basis of Presentation. In preparing this MOR, the Debtors relied on financial data available from<br>the books and records available to them at the time of such preparation, but this MOR and financial data do not reflect in all circumstances<br>presentation for U.S. GAAP. Asset values reflected in this MOR are book values and not based upon any contemporaneous valuation. Although<br>the Debtors made commercially reasonable efforts to ensure the accuracy and completeness of this MOR, inadvertent errors or omissions<br>may exist. The results of operations contained herein are not necessarily indicative of results which may be expected from any other period<br>or for the full year and may not necessarily reflect the results of operations, financial position and cash flows of the Debtors in the<br>future. Each signatory to this MOR has necessarily relied upon the efforts, statements, advice and representations of personnel of the<br>Debtors and the Debtors’ advisors and professionals. Each signatory has not (and could not have) personally verified the accuracy<br>of each such statement, representation, and answer contained in this MOR. |
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| 3. | Reporting Period. Unless otherwise noted herein, this MOR generally reflects the Debtors’<br>books and records and financial activity occurring during the applicable reporting period. Except as otherwise noted, no adjustments have<br>been made for activity occurring after the close of the reporting period. For purposes of this MOR for the reporting period ended December<br>31, 2025, the Debtors have included cash receipts and disbursements processed through January 2, 2026. The Debtors track and report cash<br>activity on a week-end basis, and excluding the final two days of the week would be highly burdensome relative to the limited additional<br>precision that would be achieved by such separation. Accordingly, all cash activity through the week ended January 2, 2026 has been included<br>in this MOR, and such activity, when duplicative, will be excluded from the Debtors’ subsequent reporting period. |
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| 4. | Accuracy. The financial information disclosed herein was not prepared in accordance with federal<br>or state securities laws or other applicable non-bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder.<br>Persons and entities trading in or otherwise purchasing, selling, or transferring claims against or equity interests in the Debtors should<br>evaluate this financial information in light of the purposes for which it was prepared. The Debtors are not liable for and undertake no<br>responsibility to indicate variations from securities laws or for any evaluations of the Debtors based on this financial information or<br>any other information. |
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| 5. | Payment of Prepetition Claims Pursuant to First Day Orders. Pursuant to various "first day"<br>orders and any supplements or amendments to such orders entered by the Bankruptcy Court (each, a “First Day Order,”<br>and collectively, the “First Day Orders”), the Debtors and their estates are authorized or expect to be authorized<br>to pay certain prepetition claims, including, without limitation: |
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| a. | Essential Claims, as defined in the Final Order (I) Authorizing the Debtors to Pay Certain PrepetitionClaims of (A) Health, Safety, and Environmental Providers, (B) Lien Claimants, and (C) 503(b)(9) Claimants; (II) Confirming AdministrativeExpense Priority of Outstanding Prepetition Orders; (III) Authorizing Financial Institutions to Honor and Process Related Checks and Transfers;and (IV) Granting Related Relief [Docket No. 440]; |
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| b. | Tenant Obligations, as defined in the Order (I) Authorizing the Debtors to Pay Tenant Obligations and(II) Granting Related Relief [Docket No. 92]; |
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| c. | Insurance Obligations, as defined in the Order (I) Authorizing Debtors to (A) Continue Insurance Programs,and (B) Pay All Obligations with Respect Thereto; and (II) Granting Related Relief [Docket No. 95]; |
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| d. | Taxes and Fees, as defined in the Order (I) Authorizing Debtors to Pay Certain Prepetition Taxes andFees; and (II) Granting Related Relief [Docket No. 96]; |
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| e. | Adequate Assurance Deposits and Administrative Fees, as defined in the Order (I) Approving Debtors’Proposed Form of Adequate Assurance of Payment to Utility Providers; (II) Establishing Procedures For Resolving Objections by UtilityProviders; (III) Prohibiting Utility Providers From Altering, Refusing, or Discontinuing Service; and (IV) Granting Related Relief [Docket<br>No. 97]; and |
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| f. | Account Fees, as defined in the Final Order (I) Authorizing Debtors to (A) Continue Existing Cash ManagementSystem, (B) Maintain Existing Business Forms and Intercompany Arrangements, and (C) Continue Intercompany Transactions; and (II) GrantingRelated Relief [Docket No. 438] (the “Final Cash Management Order”). |
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If any payments were made following the commencement of the Chapter 11 Cases pursuant to the authority granted to the Debtors by the Bankruptcy Court under the First Day Orders, such payments have been included in this MOR unless otherwise noted.
| 6. | Liabilities Subject to Compromise. The amounts currently classified as liabilities subject to compromise<br>reflect the accounting impact of ASC 852, Reorganizations, effective from the Petition Date. Following adoption of this accounting standard,<br>certain prepetition liabilities have been reclassified and collated as a liability subject to compromise. The amounts currently classified<br>as subject to compromise do not reflect the claimant value but reflects the best estimate as at the reporting date. When claims are received<br>and reconciled, adjustments will be made prospectively. |
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| 7. | Reservation of Rights. The Debtors hereby reserve all rights to dispute the validity, status, enforceability,<br>or executory nature of any claim amount, representation, or other statement in the MORs. The Debtors reserve all rights to amend or supplement<br>the MORs in all respects, as may be necessary or appropriate, but shall be under no obligation to do so. Nothing contained in the MORs<br>shall constitute a waiver of any of the Debtors’ rights or an admission with respect to their Chapter 11 Cases. |
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| 8. | Insiders and Affiliates. In the circumstances where the MORs require information regarding “insiders”<br>or “affiliates,” the Debtors may include information with respect to the individuals and entities whom the Debtors believe<br>may be argued to fall within the definition of “insider” set forth in section 101(31) of the Bankruptcy Code or “affiliate”<br>set forth in section 101(2) of the Bankruptcy Code, as applicable, during the relevant time periods. The listing or omission of a party<br>as an “insider” or “affiliate” for the purposes of the MOR is for informational purposes and is not intended to<br>be nor should be construed as an admission that those parties are insiders or affiliates for purposes of section 101(31) or 101(2), as<br>applicable, of the Bankruptcy Code. Information regarding the individuals or entities listed as insiders or affiliates in the MORs may<br>not be used for: (a) the purposes of determining (i) control of the Debtors; (ii) the extent to which any individual or entity exercised<br>management responsibilities or functions; (iii) corporate decision-making authority over the Debtors; or (iv) whether such individual<br>or entity (or the Debtors) could successfully argue that they are not an insider or affiliate under applicable law, including the Bankruptcy<br>Code and federal securities laws, or with respect to any theories of liability or (b) any other purpose. Furthermore, certain of the individuals<br>or entities identified as insiders or affiliates may not have been insiders or affiliates for the entirety of the twelve-month period<br>before the Petition Date, but the Debtors have included them herein out of an abundance of caution. The Debtors reserve all rights with<br>respect thereto. For the avoidance of doubt, the Debtors do not employ any employees. |
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| 9. | Specific MOR Disclosures. |
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Notes to Part 1: Cash Receipts and Disbursements
| · | The Debtors use a consolidated cash management system through which the Debtors pay substantially all<br>liabilities and expenses. A more complete description of the Debtors’ Cash Management System is set forth in the Emergency Motionof Debtors for Entry of Interim and Final Orders (I) Authorizing Debtors to (A) Continue Existing Cash Management System, (B) MaintainExisting Business Forms and Intercompany Arrangements, and (C) Continue Intercompany Transactions; and (II) Granting Related Relief [Docket<br>No. 21] (the “Cash Management Motion”) filed on October 31, 2025. |
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| · | Receipts primarily consist of rental income collections, supplemented by cash inflows from asset sales<br>and from proceeds from financing activity reflected on the MOR of Debtor Office Properties Income Trust. |
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| · | The Debtors have endeavored to allocate receipts and disbursements to the appropriate legal entity based<br>on the underlying transaction, even if the associated cash flow occurred through a different Debtor’s bank account. |
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| o | Rent and other receipts are attributed to the appropriate Debtor entity receiving the rent and other receipts,<br>regardless of the receiving bank account. |
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| o | Similarly, disbursements are attributed to the invoiced entity, irrespective of the entity making the<br>payment. |
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| · | Receipts and disbursements processed through Sonesta-controlled bank accounts, as described in the Cash<br>Management Motion, are included in the cash receipts and disbursements calculations. However, because these bank accounts are not controlled<br>by Debtor 20 Mass Ave TRS Inc., the related ending cash balances are excluded to reconcile to the Debtor’s book ending cash balance. |
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| · | Disbursements related to professional fees that are transferred into the professional fee reserve account<br>are included in cash disbursements at the time the amounts are transferred to such account. Notwithstanding the foregoing, such amounts<br>remain included in the ending cash balance until ultimately disbursed from the professional fee reserve account. |
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| · | Receipts and disbursements from non-Debtor entities have been excluded, even if such transactions pass<br>through Debtor bank accounts, as they are not attributable to the Debtors. However, receipts and disbursements related to the Non-Debtor<br>Mortgages, as defined in the Declaration of John R. Castellano in Support of Chapter 11 Petitions and First Day Relief [Docket<br>No. 26] (the “First Day Declaration”), are included in the Cash and Cash Equivalents of Office Properties Income<br>Trust. |
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| · | Based on guidance received from the Office of the United States Trustee, reported cash receipts and disbursements<br>should exclude intercompany transactions. Therefore, for those Debtors with net intercompany cash outflows or inflows during the reporting<br>period, the ending cash balances reported on Form 11 MOR Part 1 may not equal the ending cash balances per the Debtors’ bank statements<br>or the Debtors’ books and records. |
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Notes to Part 2: Asset and Liability Status
| · | The amounts identified in Part 2 of this MOR are derived from the Debtors’ unaudited and estimated<br>balance sheets. Please refer to the notes above for information regarding presentation and limitations that may exist in this MOR. |
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| · | The funded secured and unsecured debt amounts identified in Part 2 of the MOR are derived from the Debtors’<br>unaudited and estimated balance sheets. Such amounts do not reflect the Debtors’ view as to the amount of any claim and the Debtors<br>reserve all rights with respect to any asserted claim amounts. Accordingly, there may be differences between such amounts asserted in<br>the MORs and any corresponding amounts stated in the Debtors’ statements of financial affairs and schedules of assets and liabilities. |
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| · | While receipts and disbursements processed through Sonesta-controlled bank accounts are included in the<br>cash activity for Debtor 20 Mass Ave TRS Inc., the balance sheet only includes the cumulative net income from the tenant hotel business<br>once excess cash from the Sonesta-controlled bank accounts is transferred to Debtor 20 Mass Ave TRS Inc. as described in the Cash Management<br>Motion pursuant to the Sonesta Management Agreement as defined in the First Day Declaration. |
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| · | Amounts reported in “Liabilities Subject to Compromise” include intercompany balances. Intercompany<br>balances have not been eliminated between Debtors for MOR reporting purposes. |
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Notes to Part 3: Assets Sold or Transferred
| · | On<br> November 10, 2025, the Debtors filed the Motion of Debtors for Entry of an Order (I) Authorizing and Approving Sale of Property, Free and Clear of All Liens, Claims and Interests, and Encumbrances, and (II) Granting Related Relief [Docket No. 177] (the “Tempe Sale Motion”). |
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| · | On December 3, 2025, the Bankruptcy Court entered the Order (I) Authorizing and Approving Sale of Property,Free and Clear of All Liens, Claims and Interests, and Encumbrances, and (II) Granting Related Relief [Docket No. 241] (the “TempeSale Order”), which, among other things, authorized the Debtors to enter into the asset purchase agreement and consummate<br>the transactions contemplated thereunder. |
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| · | The transaction closed on December 19, 2025. In accordance with the Tempe Sale Order, proceeds from the<br>sale have been received and deposited into a segregated account to be held pending further order of the Bankruptcy Court. The Purchase<br>Price (as defined in the Tempe Sale Motion) for the property was approximately $10.7 million. |
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Notes to Part 4: Income Statement (Statement of Operations)
| · | The income statement included in this MOR reflects month-to-date results. This clarification is provided for the avoidance of doubt. |
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| · | While receipts and disbursements processed through Sonesta-controlled bank accounts are included in the<br>cash activity for Debtor 20 Mass Ave TRS Inc., the income statement only includes the net gain/loss from the tenant hotel business once<br>excess cash from the Sonesta-controlled bank accounts is transferred to Debtor 20 Mass Ave TRS Inc. as further described in the Cash Management<br>Motion and the First Day Declaration. |
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| · | Interest expense for month end December 31, 2025 includes a reclassification of certain interest from<br>the Office Properties Income Trust level to the applicable debt silo, consistent with other silos. This results in a net negative interest<br>expense of approximately $1.7 million at the Debtor Office Properties Income Trust for the period. |
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| · | Please refer to the notes above for information about presentation and limitations that may exist in the<br>MOR. |
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Notes to Part 5: Professional Fees
| · | Debtor professional fees are recorded at the paying Debtor – Office Properties<br>Income Trust - and are not further allocated to individual legal entities. |
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Notes to Part 6: Postpetition Taxes
| · | In the ordinary course of business, the Debtors are obligated to pay, among other taxes, sales and use,<br>property, and income taxes, and various other governmental charges, fees, and assessments (collectively, the “Taxes and Fees”). |
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| · | The Debtors believe that they are current with respect to any postpetition Taxes and Fees that have come<br>due. |
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Notes to Part 7: Questionnaire
| · | 7a – Payments on Prepetition Debt: As further described above, all payments made by the Debtors<br>during the period were authorized under First Day Orders granted by the Bankruptcy Court. |
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| · | 7c – Payments to Insiders: The personnel and various services the Company requires to operate<br>its business and properties are provided by The RMR Group LLC (“RMR”) pursuant to two agreements: a business<br>management agreement (“RMR Management Agreement”) and a property management agreement (“RMR PropertyManagement Agreement” and together, collectively, the “RMR Management Agreements”). |
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As described in more detail in the First Day Declaration, the Debtors pay RMR for business management fees, property management fees, construction management fees, payroll reimbursement and accounts payable funding, regionwide expenses, and certain operating reimbursements. As discussed above, the Debtors reserve all rights with respect to the determination or status of RMR, and any other individual or entity listed herein, as an “insider” as defined in section 101(13) of the Bankruptcy Code or an affiliate as defined in section 101(2) of the Bankruptcy Code. To the extent RMR is listed in the Payments to Insiders attachment, such inclusion is for informational purposes only and is not intended to be nor should be construed as an admission that RMR is an Insider for purposes of section 101(31) or 101(2), as applicable, of the Bankruptcy Code.
Additionally, as described in the First Day Declaration, the Debtors pay certain fees and reimbursements to Sonesta pursuant to the Sonesta Management Agreement. Accordingly, to the extent Sonesta is listed in the Payments to Insiders attachment, such inclusion is for informational purposes only and is not intended to be nor should be construed as an admission that Sonesta is an Insider for purposes of section 101(31) or 101(2), as applicable, of the Bankruptcy Code.
| · | 7g – Postpetition Borrowing: On November 5, 2025, the Bankruptcy Court entered the InterimOrder Pursuant to Sections 105, 361, 362, 363, and 364 of the Bankruptcy Code and Rules 2002, 4001, 6004, and 9014 of the Federal Rulesof Bankruptcy Procedure (I) Authorizing the Debtorsto Use Cash Collateral and Obtain Secured Postpetition Financing; (II) Granting Liens and Superpriority Administrative Claims; (III) ProvidingAdequate Protection; (IV) Scheduling a Final Hearing; and (V) Granting RelatedRelief [Docket No. 150] (the “Interim DIP Order”) authorizing the Debtors to enter into the DIP Documents<br>(as defined in the Interim DIP Order) and obtain post-petition borrowing thereunder. On November 6, 2025, in accordance with the Interim<br>DIP Order, the Debtors drew $10 million under the DIP Facility, net any fees payable to the DIP Agent and the DIP Lenders (each as defined<br>in the Interim DIP Order). The Debtors received $9.7 million on November 6, 2025, into their Segregated Account (as defined in the Interim<br>DIP Order). |
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| UST Form 11-MOR (12/01/2021) 1<br>UNITED STATES BANKRUPTCY COURT<br>Southern DISTRICT OF Texas<br>Houston<br>In Re. Office Properties Income Trust<br>Debtor(s)<br> §<br> §<br> §<br> §<br>Case No. 25-90530<br>Lead Case No. 25-90530<br>Jointly Administered<br>Monthly Operating Report Chapter 11<br>Reporting Period Ended: 12/31/2025 Petition Date: 10/30/2025<br>Months Pending: 2 Industry Classification: 5 3 1 1<br>Reporting Method: Accrual Basis Cash Basis<br>Debtor's Full-Time Employees (current): 0<br>Debtor's Full-Time Employees (as of date of order for relief): 0<br>Supporting Documentation (check all that are attached):<br>(For jointly administered debtors, any required schedules must be provided on a non-consolidated basis for each debtor)<br>Statement of cash receipts and disbursements<br>Balance sheet containing the summary and detail of the assets, liabilities and equity (net worth) or deficit<br>Statement of operations (profit or loss statement)<br>Accounts receivable aging<br>Postpetition liabilities aging<br>Statement of capital assets<br>Schedule of payments to professionals<br>Schedule of payments to insiders<br>All bank statements and bank reconciliations for the reporting period<br>Description of the assets sold or transferred and the terms of the sale or transfer<br>Signature of Responsible Party Printed Name of Responsible Party<br>Date<br>Address<br>/s/ Timothy A. (“Tad”) Davidson II<br>02/05/2026<br>Timothy A. (“Tad”) Davidson II<br>600 Travis Street, Suite 4200, Houston, TX 77002<br>STATEMENT: This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. §<br>1320.4(a)(2) applies. |
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| UST Form 11-MOR (12/01/2021) 2<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>Part 1: Cash Receipts and Disbursements Current Month Cumulative<br>a. Cash balance beginning of month $30,184,432<br>b. Total receipts (net of transfers between accounts) $30,224 $10,117,652<br>c. Total disbursements (net of transfers between accounts) $5,934,766 $7,788,862<br>d. Cash balance end of month (a+b-c) $24,279,890<br>e. Disbursements made by third party for the benefit of the estate $0 $0<br>f. Total disbursements for quarterly fee calculation (c+e) $5,934,766 $7,788,862<br>Part 2: Asset and Liability Status Current Month<br>(Not generally applicable to Individual Debtors. See Instructions.)<br>a. Accounts receivable (total net of allowance) $0<br>b. Accounts receivable over 90 days outstanding (net of allowance) $0<br>c. Inventory (Book Market Other (attach explanation)) $0<br>d Total current assets $26,616,275<br>e. Total assets $3,527,497,832<br>f. Postpetition payables (excluding taxes) $57,573,554<br>g. Postpetition payables past due (excluding taxes) $1,279<br>h. Postpetition taxes payable $212,834<br>i. Postpetition taxes past due $0<br>j. Total postpetition debt (f+h) $57,786,388<br>k. Prepetition secured debt $1,309,358,645<br>l. Prepetition priority debt $0<br>m. Prepetition unsecured debt $2,768,538,339<br>n. Total liabilities (debt) (j+k+l+m) $4,135,683,372<br>o. Ending equity/net worth (e-n) $-608,185,540<br>Part 3: Assets Sold or Transferred Current Month Cumulative<br>a. Total cash sales price for assets sold/transferred outside the ordinary<br>course of business $0 $0<br>b. Total payments to third parties incident to assets being sold/transferred<br>outside the ordinary course of business $0 $0<br>c. Net cash proceeds from assets sold/transferred outside the ordinary<br>course of business (a-b) $0 $0<br>Part 4: Income Statement (Statement of Operations) Current Month Cumulative<br>(Not generally applicable to Individual Debtors. See Instructions.)<br>a. Gross income/sales (net of returns and allowances) $0<br>b. Cost of goods sold (inclusive of depreciation, if applicable) $0<br>c. Gross profit (a-b) $0<br>d. Selling expenses $0<br>e. General and administrative expenses $910,589<br>f. Other expenses $187,551<br>g. Depreciation and/or amortization (not included in 4b) $0<br>h. Interest $-1,718,539<br>i. Taxes (local, state, and federal) $146,794<br>j. Reorganization items $5,233,863<br>k. Profit (loss) $-4,760,259 $-32,543,802 |
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| UST Form 11-MOR (12/01/2021) 3<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>Part 5: Professional Fees and Expenses<br> Approved<br>Current Month<br>Approved<br>Cumulative<br>Paid Current<br>Month<br>Paid<br>Cumulative<br>a. Debtor's professional fees & expenses (bankruptcy) Aggregate Total $2,612,616 $2,612,616 $2,612,616 $2,612,616<br>Itemized Breakdown by Firm<br>Firm Name Role<br>i Latham & Watkins LLP Lead Counsel $2,612,616 $2,612,616 $2,612,616 $2,612,616<br>ii<br>iii<br>iv<br>v<br>vi<br>vii<br>viii<br>ix<br>x<br>xi<br>xii<br>xiii<br>xiv<br>xv<br>xvi<br>xvii<br>xviii<br>xix<br>xx<br>xxi<br>xxii<br>xxiii<br>xxiv<br>xxv<br>xxvi<br>xxvii<br>xxviii<br>xxix<br>xxx<br>xxxi<br>xxxii<br>xxxiii<br>xxxiv<br>xxxv<br>xxxvi |
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| UST Form 11-MOR (12/01/2021) 4<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>xxxvii<br>xxxvii<br>xxxix<br>xl<br>xli<br>xlii<br>xliii<br>xliv<br>xlv<br>xlvi<br>xlvii<br>xlviii<br>xlix<br>l<br>li<br>lii<br>liii<br>liv<br>lv<br>lvi<br>lvii<br>lviii<br>lix<br>lx<br>lxi<br>lxii<br>lxiii<br>lxiv<br>lxv<br>lxvi<br>lxvii<br>lxviii<br>lxix<br>lxx<br>lxxi<br>lxxii<br>lxxiii<br>lxxiv<br>lxxv<br>lxxvi<br>lxxvii<br>lxxviii |
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| UST Form 11-MOR (12/01/2021) 5<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>lxxix<br>lxxx<br>lxxxi<br>lxxxii<br>lxxxiii<br>lxxxiv<br>lxxxv<br>lxxxvi<br>lxxxvi<br>lxxxvi<br>lxxxix<br>xc<br>xci<br>xcii<br>xciii<br>xciv<br>xcv<br>xcvi<br>xcvii<br>xcviii<br>xcix<br>c<br>ci<br> Approved<br>Current Month<br>Approved<br>Cumulative<br>Paid Current<br>Month<br>Paid<br>Cumulative<br>b. Debtor's professional fees & expenses (nonbankruptcy) Aggregate Total<br>Itemized Breakdown by Firm<br>Firm Name Role<br>i<br>ii<br>iii<br>iv<br>v<br>vi<br>vii<br>viii<br>ix<br>x<br>xi<br>xii<br>xiii<br>xiv |
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| UST Form 11-MOR (12/01/2021) 6<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>xv<br>xvi<br>xvii<br>xviii<br>xix<br>xx<br>xxi<br>xxii<br>xxiii<br>xxiv<br>xxv<br>xxvi<br>xxvii<br>xxviii<br>xxix<br>xxx<br>xxxi<br>xxxii<br>xxxiii<br>xxxiv<br>xxxv<br>xxxvi<br>xxxvii<br>xxxvii<br>xxxix<br>xl<br>xli<br>xlii<br>xliii<br>xliv<br>xlv<br>xlvi<br>xlvii<br>xlviii<br>xlix<br>l<br>li<br>lii<br>liii<br>liv<br>lv<br>lvi |
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| UST Form 11-MOR (12/01/2021) 7<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>lvii<br>lviii<br>lix<br>lx<br>lxi<br>lxii<br>lxiii<br>lxiv<br>lxv<br>lxvi<br>lxvii<br>lxviii<br>lxix<br>lxx<br>lxxi<br>lxxii<br>lxxiii<br>lxxiv<br>lxxv<br>lxxvi<br>lxxvii<br>lxxviii<br>lxxix<br>lxxx<br>lxxxi<br>lxxxii<br>lxxxiii<br>lxxxiv<br>lxxxv<br>lxxxvi<br>lxxxvi<br>lxxxvi<br>lxxxix<br>xc<br>xci<br>xcii<br>xciii<br>xciv<br>xcv<br>xcvi<br>xcvii<br>xcviii |
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| UST Form 11-MOR (12/01/2021) 8<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>xcix<br>c<br>c. All professional fees and expenses (debtor & committees) $2,612,616 $2,612,616 $2,612,616 $2,612,616<br>Part 6: Postpetition Taxes Current Month Cumulative<br>a. Postpetition income taxes accrued (local, state, and federal) $0 $0<br>b. Postpetition income taxes paid (local, state, and federal) $0 $0<br>c. Postpetition employer payroll taxes accrued $0 $0<br>d. Postpetition employer payroll taxes paid $0 $0<br>e. Postpetition property taxes paid $0 $0<br>f. Postpetition other taxes accrued (local, state, and federal) $0 $0<br>g. Postpetition other taxes paid (local, state, and federal) $0 $0<br>Part 7: Questionnaire - During this reporting period:<br>a. Were any payments made on prepetition debt? (if yes, see Instructions) Yes No<br>b. Were any payments made outside the ordinary course of business Yes No<br>without court approval? (if yes, see Instructions)<br>c. Were any payments made to or on behalf of insiders? Yes No<br>d. Are you current on postpetition tax return filings? Yes No<br>e. Are you current on postpetition estimated tax payments? Yes No<br>f. Were all trust fund taxes remitted on a current basis? Yes No<br>g. Was there any postpetition borrowing, other than trade credit? Yes No<br>(if yes, see Instructions)<br>h. Were all payments made to or on behalf of professionals approved by<br>the court?<br>Yes No N/A<br>i. Do you have: Worker's compensation insurance? Yes No<br>If yes, are your premiums current? Yes No N/A (if no, see Instructions)<br>Casualty/property insurance? Yes No<br>If yes, are your premiums current? Yes No N/A (if no, see Instructions)<br>General liability insurance? Yes No<br>If yes, are your premiums current? Yes No N/A (if no, see Instructions)<br>j. Has a plan of reorganization been filed with the court? Yes No<br>k. Has a disclosure statement been filed with the court? Yes No<br>l. Are you current with quarterly U.S. Trustee fees as<br>set forth under 28 U.S.C. § 1930?<br>Yes No |
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| UST Form 11-MOR (12/01/2021) 9<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>Part 8: Individual Chapter 11 Debtors (Only)<br>a. Gross income (receipts) from salary and wages $0<br>b. Gross income (receipts) from self-employment $0<br>c. Gross income from all other sources $0<br>d. Total income in the reporting period (a+b+c) $0<br>e. Payroll deductions $0<br>f. Self-employment related expenses $0<br>g. Living expenses $0<br>h. All other expenses $0<br>i. Total expenses in the reporting period (e+f+g+h) $0<br>j. Difference between total income and total expenses (d-i) $0<br>k. List the total amount of all postpetition debts that are past due $0<br>l. Are you required to pay any Domestic Support Obligations as defined by 11<br>U.S.C § 101(14A)?<br>Yes No<br>m. If yes, have you made all Domestic Support Obligation payments? Yes No N/A<br>Privacy Act Statement<br>28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C.<br> §§ 704, 1106, and 1107. The United States Trustee will use this information to calculate statutory fee assessments under 28<br>U.S.C. § 1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor's progress through<br>the bankruptcy system, including the likelihood of a plan of reorganization being confirmed and whether the case is being<br>prosecuted in good faith. This information may be disclosed to a bankruptcy trustee or examiner when the information is<br>needed to perform the trustee's or examiner's duties or to the appropriate federal, state, local, regulatory, tribal, or foreign law<br>enforcement agency when the information indicates a violation or potential violation of law. Other disclosures may be made<br>for routine purposes. For a discussion of the types of routine disclosures that may be made, you may consult the Executive<br>Office for United States Trustee's systems of records notice, UST-001, "Bankruptcy Case Files and Associated Records." See 71<br>Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the following link: http://www.justice.gov/ust/<br>eo/rules_regulations/index.htm. Failure to provide this information could result in the dismissal or conversion of your<br>bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F).<br>I declare under penalty of perjury that the foregoing Monthly Operating Report and its supporting<br>documentation are true and correct and that I have been authorized to sign this report on behalf of the estate.<br>/s/ John R. Castellano<br>Signature of Responsible Party<br>Chief Restructuring Officer<br>Printed Name of Responsible Party<br>02/05/2026<br>Title Date<br>John R. Castellano |
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| UST Form 11-MOR (12/01/2021) 10<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>PageOnePartOne<br>PageOnePartTwo<br>PageTwoPartOne<br>PageTwoPartTwo |
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| UST Form 11-MOR (12/01/2021) 11<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>Bankruptcy51to100<br>NonBankruptcy1to50<br>NonBankruptcy51to100<br>Bankruptcy1to50 |
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| UST Form 11-MOR (12/01/2021) 12<br>Debtor's Name Office Properties Income Trust Case No. 25-90530<br>PageFour<br>PageThree |
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| United States Bankruptcy Court<br>Southern District of Texas Houston Division<br>In re: Case No. 25-90530 (CML)<br>Office Properties Income Trust, et al. Reporting Period: December 1, 2025 through December 31, 2025<br>Debtors<br>Support Documentation to MOR - Amended<br>Balance Sheet by Legal Entity<br>For the period ended 12/31/2025<br>Office Properties<br>Income Trust<br>OPI 25 Exchange LLC OPI BND Properties<br>LLC<br>OPI Notex Properties<br>LLC<br>Case No. 25-90530 Case No. 25-90547 Case No. 25-90574 Case No. 25-90550<br>Cash and cash equivalents 7,001,478 164,130 2,870,370 926,563<br>Restricted cash 19,614,797 - - -<br>Rents receivable - 3,614,818 18,842,837 26,040,553<br>Total Current Assets 26,616,275 3,778,948 21,713,206 26,967,117<br> Land - 26,025,942 41,059,701 36,462,190<br> Buildings and improvements - 45,649,641 276,983,461 211,268,777<br> Accumulated depreciation - (12,560,002) (82,042,005) (52,800,455)<br>Real estate properties (net) - 59,115,581 236,001,157 194,930,512<br>Due from related parties 14,755,910 38,680,033 133,182,203 120,445,440<br>Deferred leasing costs (net) - 1,912,859 14,658,102 20,228,871<br>Acquired real estate leases - net - 699,593 3,719,814 12,512,053<br>Other assets (net) 3,486,125,647 (73,076,017) (283,972,409) (302,797,929)<br>Total Assets 3,527,497,832 31,110,997 125,302,073 72,286,064<br>Accounts payable and other liabilities 47,561,388 860,922 10,583,069 21,062,017<br>Due to related parties - 9,432,177 2,423,546 5,409,257<br>Assumed real estate lease obligations (net) - - - 121,627<br>Secured debt (net) 291,590,645 - - -<br>Liabilities subject to compromise 3,796,531,339 25,781 840,269 1,780,252<br>Total Liabilities 4,135,683,371 10,318,880 13,846,884 28,373,153<br>Common shares of beneficial interest 739,411 - - -<br>Additional paid in capital 2,658,470,886 - - -<br>Cumulative net income (1,797,480,039) 20,792,117 111,455,189 43,912,911<br>Cumulative common distributions (1,469,915,797) - - -<br>Total Shareholders' Equity (608,185,539) 20,792,117 111,455,189 43,912,911<br>Total Liabilities and Shareholders' Equity 3,527,497,832 31,110,997 125,302,073 72,286,064 |
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| United States Bankruptcy Court<br>Southern District of Texas Houston Division<br>In re: Case No. 25-90530 (CML)<br>Office Properties Income Trust, et al. Reporting Period: December 1, 2025 through December 31, 2025<br>Debtors<br>Support Documentation to MOR - Amended<br>Income Statement by Legal Entity<br>For the period 12/1/2025 through 12/31/2025<br>Office Properties<br>Income Trust<br>OPI BND Properties<br>LLC<br>Case No. 25-90530 Case No. 25-90574<br>Rental Income - 3,462,928<br>Real estate taxes - (295,993)<br>Utility expenses - (112,249)<br>Other operating expenses 1,258 (822,842)<br>Depreciation and amortization - (1,236,527)<br>Transaction related costs (187,551) -<br>General and administrative (911,847) (83,881)<br>Total Expenses (1,098,140) (2,551,492)<br>Operating Income (1,098,140) 911,436<br>Gain/loss on sale of real estate - -<br>Interest and other income 50,554 2,306<br>Interest expense 1,667,985 (4,500,000)<br>Reorganization Items, net (5,233,863) (2,058,889)<br>Income tax (expense) benefit (146,794) -<br>Equity in net losses of investees - -<br>Net income (loss) available for common shareholders (4,760,259) (5,645,147) |
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