{"filing":{"accession_number":"0001104659-26-076652","cik":"0001456772","ticker":null,"company_name":"OFFICE PROPERTIES INCOME TRUST","form":"8-K","filing_date":"2026-06-23","report_date":null,"primary_document":"tm2618043d2_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1456772/000110465926076652/tm2618043d2_8k.htm"},"events":[{"id":13011,"run_id":11551,"accession_number":"0001104659-26-076652","anchor_item_number":"1.03","event_type":"bankruptcy_filing","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Office Properties Income Trust emerged from Chapter 11 bankruptcy reorganization under the Fourth Amended Joint Chapter 11 Plan of Reorganization filed April 21, 2026 with the U.S. Bankruptcy Court for the Southern District of Texas. The emergence resulted in cancellation of all pre-bankruptcy common shares and senior notes, termination of the DIP Credit Agreement, and a complete restructuring of the company's capital structure and ownership.","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23","form":"8-K","submitted_at":null,"items":[{"id":10027,"accession_number":"0001104659-26-076652","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"bankruptcy_filing","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the company's emergence from Chapter 11 bankruptcy protection on the \"Effective Date,\" with termination of a DIP Credit Agreement and cancellation of all pre-bankruptcy common shares and senior notes. While Item 1.02 technically covers termination of a material definitive agreement, the substance of this disclosure is the company's emergence from bankruptcy reorganization—a terminal event that fundamentally restructures the company's capital structure and ownership. The bankruptcy reorganization is the material event driving all the terminations described.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10028,"accession_number":"0001104659-26-076652","item_number":"1.03","item_title":"Bankruptcy or Receivership.","event_type":"bankruptcy_filing","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Item 1.03 explicitly discloses bankruptcy reorganization under Chapter 11. The filing references emergence from bankruptcy under the \"Fourth Amended Joint Chapter 11 Plan of Reorganization\" filed April 21, 2026 with the U.S. Bankruptcy Court for the Southern District of Texas. The supplemental exhibit discusses material federal income tax consequences arising from the bankruptcy reorganization, including cancellation of debt income, ownership changes under IRC Section 382, and restrictions on tax attributes. This is a terminal event materially affecting the registrant's capital structure and tax position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10031,"accession_number":"0001104659-26-076652","item_number":"3.03","item_title":"Material Modification to Rights","event_type":"bankruptcy_filing","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the company's emergence from Chapter 11 bankruptcy reorganization, with cancellation of all 73,943,439 Old Common Shares and all Old Senior Notes effective on the reorganization date. The exhibit discusses material federal income tax consequences arising from the bankruptcy reorganization, including cancellation-of-debt income, Section 382 ownership-change limitations, and NUBIL restrictions. While Item 3.03 addresses the modification of security holders' rights, the underlying event is the company's emergence from bankruptcy—a terminal event materially affecting the registrant's existence and all security holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13012,"run_id":11551,"accession_number":"0001104659-26-076652","anchor_item_number":"5.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"The company's emergence from bankruptcy resulted in a material change of control, with certain holders of Old September 2029 Senior Secured Notes and DIP Claims acquiring approximately 67% of the Reorganized Common Equity through debt-to-equity conversion. This change of control was effectuated through the bankruptcy reorganization plan and represents a fundamental shift in ownership and control of the registrant.","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23","form":"8-K","submitted_at":null,"items":[{"id":10032,"accession_number":"0001104659-26-076652","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 5.01 discloses a change in control of the registrant resulting from emergence from Chapter 11 bankruptcy reorganization under the Fourth Amended Joint Chapter 11 Plan of Reorganization. The filing explicitly states that \"all Old Common Shares were cancelled\" and \"certain holders of the Old September 2029 Senior Secured Notes and DIP Claims hold approximately 67% of the Reorganized Common Equity\" immediately following the Effective Date. This constitutes a material change of control through debt-to-equity conversion in a bankruptcy reorganization, which is a form of M\u0026A activity (change of control).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13013,"run_id":11551,"accession_number":"0001104659-26-076652","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"The company issued $420 million in 2029 Secured Exit Notes and $385 million in New 2027 Senior Secured Notes as part of its emergence from Chapter 11 bankruptcy reorganization, with these securities issued in exchange for allowed claims against the company.","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23","form":"8-K","submitted_at":null,"items":[{"id":10026,"accession_number":"0001104659-26-076652","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the company's emergence from Chapter 11 bankruptcy reorganization with entry into multiple material definitive agreements on the \"Effective Date,\" including issuance of $420 million in 2029 Secured Exit Notes and $385 million in New 2027 Senior Secured Notes in exchange for allowed claims, plus amended management agreements and credit facility amendments. While technically a debt restructuring rather than a traditional M\u0026A transaction, this represents a material change of control and capital structure reorganization that fundamentally alters the company's financial obligations and ownership, meeting the substance of Item 1.01 disclosure requirements for material definitive agreements arising from the bankruptcy plan confirmation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10029,"accession_number":"0001104659-26-076652","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 explicitly incorporates by reference Item 1.01 relating to the \"2029 Secured Exit Notes and the New 2027 Senior Secured Notes,\" which are new debt obligations. The filing discloses the creation of direct financial obligations through issuance of secured notes as part of the company's emergence from Chapter 11 bankruptcy reorganization. This is a material debt issuance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13014,"run_id":11551,"accession_number":"0001104659-26-076652","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"The company issued 21,953,577 shares of Reorganized Common Equity and New Warrants (exercisable for 5.0% of outstanding equity) without registration under the Securities Act in reliance on Section 1145(a) of the Bankruptcy Code to debt holders and other claimants in connection with the bankruptcy emergence.","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23","form":"8-K","submitted_at":null,"items":[{"id":10030,"accession_number":"0001104659-26-076652","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the issuance of 21,953,577 shares of Reorganized Common Equity and New Warrants (exercisable for 5.0% of outstanding equity) issued without registration under the Securities Act in reliance on Section 1145(a) of the Bankruptcy Code. These securities were issued to debt holders and other claimants in connection with the company's emergence from Chapter 11 bankruptcy reorganization, representing a substantial dilutive issuance of equity securities outside registered offerings. The supplemental tax exhibit confirms this is a material reorganization event affecting shareholders' tax attributes and REIT qualification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13015,"run_id":11551,"accession_number":"0001104659-26-076652","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Five new trustees were elected effective as of the company's emergence from bankruptcy: Jonathan Heller, Jonathan Kolatch, William A. Lamkin, Adam D. Portnoy, and Irvin Schlussel. This represents a complete board reconstitution following the Chapter 11 reorganization, with the new trustees assigned to various committees and compensation arrangements.","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23","form":"8-K","submitted_at":null,"items":[{"id":10033,"accession_number":"0001104659-26-076652","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the election of five new trustees (Jonathan Heller, Jonathan Kolatch, William A. Lamkin, Adam D. Portnoy, and Irvin Schlussel) effective as of the emergence date from bankruptcy reorganization. While the section also reports the resignation of eight prior trustees, the substantive focus and detailed disclosure of the new trustees' qualifications, roles, committee assignments, and compensation indicates the principal event is the appointment of new leadership. This is material to investors as it represents a complete board reconstitution following the company's emergence from Chapter 11 bankruptcy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13016,"run_id":11551,"accession_number":"0001104659-26-076652","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"The company amended its Declaration of Trust and Bylaws to implement material governance changes, including requiring a two-thirds shareholder vote for trustee removal, adding new corporate opportunity provisions limiting fiduciary duties, granting special meeting rights to shareholders holding \u003e50% of votes, and establishing detailed board composition rules tied to ownership thresholds for designated parties.","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23","form":"8-K","submitted_at":null,"items":[{"id":10034,"accession_number":"0001104659-26-076652","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"This Item 5.03 discloses material amendments to the company's Declaration of Trust and Bylaws, including significant governance changes: removal of trustees now requires two-thirds shareholder vote (not board action), new corporate opportunity provisions limiting fiduciary duties for shareholders and non-employee trustees, special meeting rights for shareholders holding \u003e50% of votes, unanimous written consent provisions, and detailed board composition rules tied to ownership thresholds for Helix Partners, Redwood, and other designated parties. These structural governance changes would materially affect shareholder rights and board control, particularly in the context of the company's recent bankruptcy emergence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13017,"run_id":11551,"accession_number":"0001104659-26-076652","anchor_item_number":"8.01","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.72,"summary":"The company disclosed material federal income tax considerations arising from its emergence from Chapter 11 bankruptcy reorganization, including cancellation of debt income, Section 382 ownership change limitations on NOL utilization, and potential restrictions affecting REIT qualification and shareholder tax treatment.","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23","form":"8-K","submitted_at":null,"items":[{"id":10035,"accession_number":"0001104659-26-076652","item_number":"8.01","item_title":"Other Matters.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"The filing discloses material federal income tax considerations relating to the Company's REIT qualification and taxation following its emergence from Chapter 11 bankruptcy reorganization. The disclosure addresses significant tax uncertainties including cancellation of debt income, Section 382 ownership change limitations, and potential restrictions on NOL utilization—all of which materially affect shareholder tax treatment and the Company's ability to maintain REIT status. While primarily tax-focused, this is a governance/disclosure matter required to inform shareholders of material tax consequences of the reorganization and ongoing operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":10026,"accession_number":"0001104659-26-076652","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the company's emergence from Chapter 11 bankruptcy reorganization with entry into multiple material definitive agreements on the \"Effective Date,\" including issuance of $420 million in 2029 Secured Exit Notes and $385 million in New 2027 Senior Secured Notes in exchange for allowed claims, plus amended management agreements and credit facility amendments. While technically a debt restructuring rather than a traditional M\u0026A transaction, this represents a material change of control and capital structure reorganization that fundamentally alters the company's financial obligations and ownership, meeting the substance of Item 1.01 disclosure requirements for material definitive agreements arising from the bankruptcy plan confirmation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23"},{"id":10027,"accession_number":"0001104659-26-076652","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"bankruptcy_filing","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the company's emergence from Chapter 11 bankruptcy protection on the \"Effective Date,\" with termination of a DIP Credit Agreement and cancellation of all pre-bankruptcy common shares and senior notes. While Item 1.02 technically covers termination of a material definitive agreement, the substance of this disclosure is the company's emergence from bankruptcy reorganization—a terminal event that fundamentally restructures the company's capital structure and ownership. The bankruptcy reorganization is the material event driving all the terminations described.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23"},{"id":10028,"accession_number":"0001104659-26-076652","item_number":"1.03","item_title":"Bankruptcy or Receivership.","event_type":"bankruptcy_filing","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Item 1.03 explicitly discloses bankruptcy reorganization under Chapter 11. The filing references emergence from bankruptcy under the \"Fourth Amended Joint Chapter 11 Plan of Reorganization\" filed April 21, 2026 with the U.S. Bankruptcy Court for the Southern District of Texas. The supplemental exhibit discusses material federal income tax consequences arising from the bankruptcy reorganization, including cancellation of debt income, ownership changes under IRC Section 382, and restrictions on tax attributes. This is a terminal event materially affecting the registrant's capital structure and tax position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23"},{"id":10029,"accession_number":"0001104659-26-076652","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 explicitly incorporates by reference Item 1.01 relating to the \"2029 Secured Exit Notes and the New 2027 Senior Secured Notes,\" which are new debt obligations. The filing discloses the creation of direct financial obligations through issuance of secured notes as part of the company's emergence from Chapter 11 bankruptcy reorganization. This is a material debt issuance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23"},{"id":10030,"accession_number":"0001104659-26-076652","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the issuance of 21,953,577 shares of Reorganized Common Equity and New Warrants (exercisable for 5.0% of outstanding equity) issued without registration under the Securities Act in reliance on Section 1145(a) of the Bankruptcy Code. These securities were issued to debt holders and other claimants in connection with the company's emergence from Chapter 11 bankruptcy reorganization, representing a substantial dilutive issuance of equity securities outside registered offerings. The supplemental tax exhibit confirms this is a material reorganization event affecting shareholders' tax attributes and REIT qualification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23"},{"id":10031,"accession_number":"0001104659-26-076652","item_number":"3.03","item_title":"Material Modification to Rights","event_type":"bankruptcy_filing","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the company's emergence from Chapter 11 bankruptcy reorganization, with cancellation of all 73,943,439 Old Common Shares and all Old Senior Notes effective on the reorganization date. The exhibit discusses material federal income tax consequences arising from the bankruptcy reorganization, including cancellation-of-debt income, Section 382 ownership-change limitations, and NUBIL restrictions. While Item 3.03 addresses the modification of security holders' rights, the underlying event is the company's emergence from bankruptcy—a terminal event materially affecting the registrant's existence and all security holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23"},{"id":10032,"accession_number":"0001104659-26-076652","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 5.01 discloses a change in control of the registrant resulting from emergence from Chapter 11 bankruptcy reorganization under the Fourth Amended Joint Chapter 11 Plan of Reorganization. The filing explicitly states that \"all Old Common Shares were cancelled\" and \"certain holders of the Old September 2029 Senior Secured Notes and DIP Claims hold approximately 67% of the Reorganized Common Equity\" immediately following the Effective Date. This constitutes a material change of control through debt-to-equity conversion in a bankruptcy reorganization, which is a form of M\u0026A activity (change of control).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23"},{"id":10033,"accession_number":"0001104659-26-076652","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the election of five new trustees (Jonathan Heller, Jonathan Kolatch, William A. Lamkin, Adam D. Portnoy, and Irvin Schlussel) effective as of the emergence date from bankruptcy reorganization. While the section also reports the resignation of eight prior trustees, the substantive focus and detailed disclosure of the new trustees' qualifications, roles, committee assignments, and compensation indicates the principal event is the appointment of new leadership. This is material to investors as it represents a complete board reconstitution following the company's emergence from Chapter 11 bankruptcy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23"},{"id":10034,"accession_number":"0001104659-26-076652","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"This Item 5.03 discloses material amendments to the company's Declaration of Trust and Bylaws, including significant governance changes: removal of trustees now requires two-thirds shareholder vote (not board action), new corporate opportunity provisions limiting fiduciary duties for shareholders and non-employee trustees, special meeting rights for shareholders holding \u003e50% of votes, unanimous written consent provisions, and detailed board composition rules tied to ownership thresholds for Helix Partners, Redwood, and other designated parties. These structural governance changes would materially affect shareholder rights and board control, particularly in the context of the company's recent bankruptcy emergence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23"},{"id":10035,"accession_number":"0001104659-26-076652","item_number":"8.01","item_title":"Other Matters.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"The filing discloses material federal income tax considerations relating to the Company's REIT qualification and taxation following its emergence from Chapter 11 bankruptcy reorganization. The disclosure addresses significant tax uncertainties including cancellation of debt income, Section 382 ownership change limitations, and potential restrictions on NOL utilization—all of which materially affect shareholder tax treatment and the Company's ability to maintain REIT status. While primarily tax-focused, this is a governance/disclosure matter required to inform shareholders of material tax consequences of the reorganization and ongoing operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:08:17.274204+00:00","company_name":"OFFICE PROPERTIES INCOME TRUST","ticker":null,"filing_date":"2026-06-23"}]}