Form 8-K

8-K — OFFICE PROPERTIES INCOME TRUST

Accession: 0001104659-26-106769

Filed: 2026-09-10

Period: 2026-09-10

CIK: 0001456772

SIC: 6500 (REAL ESTATE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2625217d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2625217d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

September 10, 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

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares of Beneficial Interest

OPI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

In this Current Report on Form 8-K (this “Current

Report”), the terms “the Company,” “we,” “us,” and “our” refer to Office Properties

Income Trust.

Item 8.01. Other Events.

September 10, 2026, we announced that we priced an offering of $425 million aggregate principal amount of 8.75% Senior Secured

Notes due 2031 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant

to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-United

States persons in compliance with Regulation S under the Securities Act. A copy of the press release announcing the pricing of the offering

is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The offer and sale of the

Notes and the related guarantees have not been and will not be registered under the Securities Act or any state securities laws, and,

unless so registered, the Notes and the related guarantees may not be offered or sold in the United States or to U.S. persons except pursuant

to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities

laws.

Warning Concerning Forward-Looking Statements

This Current Report contains

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These

statements include statements about the expected closing date of the offering of the Notes and the use of proceeds therefrom. These forward-looking

statements are based upon our present intent, beliefs and expectations, but these statements and the implications of these statements

are not guaranteed to occur and may not occur for various reasons, some of which are beyond our control. The closing of the offering is

subject to various customary conditions and contingencies. If these conditions are not satisfied or the specified contingencies do not

occur, the offering may not close. Further, our current intentions with respect to the use of the net proceeds from the offering to repay

all of the outstanding borrowings under our secured revolving credit facility and our secured term loan is dependent on the closing of

the offering and may not occur.

The information contained

in our filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors”

in our periodic reports, or incorporated therein, identifies other important factors that could cause differences from our forward-looking

statements. Our filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue

reliance upon any 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.

Exhibit Number

Exhibit

99.1

Press release, dated September 10, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this 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: September 10, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625217d1_ex99-1.htm · Sequence: 2

Exhibit

99.1

FOR

IMMEDIATE RELEASE

Office

Properties Income Trust Prices $425 Million of

8.75%

Senior Secured Notes due 2031

Newton,

MA (September 10, 2026): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced that it has priced

an offering of $425 million aggregate principal amount of 8.75% senior secured notes due 2031 (the “notes”). The notes will

be guaranteed by certain of OPI’s subsidiaries and secured by first-priority liens on 19 office properties and a pledge of the

equity interests of the subsidiary guarantors. The settlement of the offering is expected to occur on September 24, 2026, subject to

the satisfaction of customary closing conditions.

OPI expects to use the net proceeds from the

offering, together with cash on hand, to repay all of the outstanding borrowings under its secured revolving credit facility and its

secured term loan.

The

notes have not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state

securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration

or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The notes will be sold

only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United

States only to non-U.S. persons in reliance on Regulation S under the Securities Act.

This

press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities

in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

About

Office Properties Income Trust

OPI

is a national REIT focused on owning and leasing office properties to high credit quality tenants in markets throughout the United States.

As of June 30, 2026, approximately 62% of OPI's revenues were from investment grade rated tenants. OPI owned 122 properties as of June

30, 2026, with approximately 17.1 million square feet located in 29 states and Washington, D.C. OPI is managed by The RMR Group (Nasdaq:

RMR), a leading U.S. alternative asset management company with over $37 billion in assets under management as of June 30, 2026, and 40

years of institutional experience in buying, selling, financing and operating commercial real estate. OPI is headquartered in Newton,

MA.

WARNING

REGARDING FORWARD-LOOKING STATEMENTS

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other

securities laws. These statements include statements about the expected closing date of the offering of the notes and the use of proceeds

therefrom. These forward-looking statements are based upon OPI’s present intent, beliefs and expectations, but these statements

and the implications of these statements are not guaranteed to occur and may not occur for various reasons, some of which are beyond

OPI’s control. The closing of the offering is subject to various customary conditions and contingencies. If these conditions are

not satisfied or the specified contingencies do not occur, the offering may not close. Further, OPI’s current intentions with respect

to the use of the net proceeds from the offering to repay all of its outstanding borrowings under its secured revolving credit facility

and its secured term loan is dependent on the closing of the offering and may not occur.

The

information contained in OPI’s filings with the Securities and Exchange Commission (“SEC”), including under the caption

“Risk Factors” in OPI’s periodic reports, or incorporated therein, identifies other important factors that could cause

differences from OPI’s forward-looking statements. OPI’s filings with the SEC are available on the SEC’s website at

www.sec.gov.

You

should not place undue reliance upon forward-looking statements.

Except

as required by law, OPI does not intend to update or change any forward-looking statements as a result of new information, future events

or otherwise.

Contact:

Kevin

Barry, Senior Director, Investor Relations

(617)

219-1410

(end)

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