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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):
October 15, 2025
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 |
| |
|
|
|
|
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, the terms
“we”, “us”, and “our” refer to Office Properties Income Trust.
Item 8.01. Other Events.
2031 Notes Interest Payment
On October 15, 2025, we did not make the required
interest payment of approximately $1.8 million due on our 3.450% Senior Notes due 2031, or the 2031 Notes. Under the indenture governing
the 2031 Notes, we have a 30-day grace period to make the required interest payment before non-payment constitutes an “event of
default”. We continue to work with our advisors to pursue our restructuring efforts.
Credit Agreement Notice
On October 15, 2025, we delivered a notice to Wells
Fargo Bank, National Association, or Wells Fargo, as administrative agent under our second amended and restated credit agreement, dated
January 29, 2024, with Wells Fargo and the applicable lenders, or the Credit Agreement, that we did not make the required interest payment
due on the 2031 Notes. We are subject to a 30-day grace period before this event constitutes an “event of default” under the
Credit Agreement.
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: October 16, 2025