[8-K] Office Properties Income Trust Reports Material Event

Rhea-AI Filing Summary

Radius Recycling, Inc. has filed Post-Effective Amendment No. 1 to four previously effective Form S-8 registration statements after its July 10 2025 merger with Toyota Tsusho America, Inc. (TAI). The filing formally terminates the Company’s ability to issue equity under two employee incentive plans and deregisters any unsold shares that had been registered for those plans.

• The merger, effected through TAI Merger Corporation, makes Radius Recycling a wholly owned subsidiary of TAI.
• The Company is no longer issuing securities under the Schnitzer Steel Industries, Inc. 1993 Stock Incentive Plan or the Radius Recycling, Inc. 2024 Omnibus Incentive Plan.
• Four registration statements are affected: Reg. Nos. 333-21895 (825,000 shares), 333-100511 (1,200,000 shares), 333-160996 (5,000,000 shares) and 333-276768 (3,000,000 shares), totaling 10.025 million Class A common shares.
• The amendment is filed pursuant to the undertaking in each registration statement to remove from registration any securities that remain unsold when the related offering terminates.
• Signature is provided by James Matthew Vaughn, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary.

The document contains no financial statements or earnings data; it is an administrative step confirming completion of the merger and elimination of future equity issuances under the referenced plans.

Insights

Securities Analyst

TL;DR – Administrative deregistration of ~10 M unissued shares post-merger; neutral market impact.

The filing simply removes unsold shares from four historic S-8 registrations because Radius Recycling is now a wholly owned subsidiary of Toyota Tsusho America. No new capital is being raised, and public float is already eliminated via the merger. Consequently, there is no earnings, cash-flow or valuation effect for former public shareholders, who have already received merger consideration. The amendment satisfies SEC undertakings and cleans up the Company’s registration ledger; it is routine and non-impactful for capital-market analysis.

Corporate Governance Expert

TL;DR – Filing fulfills governance obligation to close equity plans after change-of-control.

Post-closing integration requires formal termination of employee equity programs tied to the pre-merger public entity. By deregistering the remaining securities, Radius Recycling aligns with Rule 415 and removes potential overhang. The action also protects the acquirer from inadvertent issuer liabilities under the Securities Act. No governance red flags appear, and all required signatures are present, relying appropriately on Rule 478 to forego additional signatories.

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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): July 10, 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
Common Shares of Beneficial Interest		OPI		The Nasdaq Stock Market LLC
6.375% Senior Notes due 2050		OPINL		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, the terms “we”, “us” and “our” refer to Office Properties Income Trust.

Item 8.01. Other Events.

On July 10, 2025, our Board of Trustees suspended our quarterly cash distribution on our common shares of beneficial interest of $0.01 per share, or $0.04 per share per year, in order to preserve our cash.

Warning Concerning Forward-Looking Statements

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. For example, this Current Report on Form 8-K states that our Board of Trustees suspended our quarterly cash distribution to preserve our cash. However, we may not retain the cash we currently expect from the distribution suspension or otherwise preserve our liquidity. Our distribution rate may be set and reset from time to time by our Board of Trustees. Further, our Board of Trustees considers many factors when setting or resetting our distribution rate, including our funds from operations and normalized funds from operations, cash available for distribution, requirements to maintain our qualification for taxation as a REIT, the then current and expected needs and availability of cash to pay our obligations and fund our investments, limitations in our debt agreements, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance, our expected needs for and availability of cash to pay our obligations and other factors deemed relevant by our Board of Trustees in its discretion. Accordingly, we cannot be sure whether we will pay future distributions on our common shares or as to the rate at which any future distributions will be paid.

The information contained in our filings with the Securities and Exchange Commission, or the SEC, including under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 identifies other important factors that could cause our actual results to differ materially from those stated in or implied by 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 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.

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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: July 10, 2025

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FAQ

Why did Radius Recycling (RDUS) file a Post-Effective Amendment No. 1 to its Form S-8 registrations?

The amendment deregisters any unsold shares because the company was acquired by Toyota Tsusho America on July 10 2025 and will no longer issue stock under its incentive plans.

How many shares are being deregistered by Radius Recycling?

A total of 10,025,000 Class A common shares (825k + 1.2M + 5M + 3M) are removed from registration.

Which incentive plans are affected by the deregistration?

The 1993 Stock Incentive Plan and the 2024 Omnibus Incentive Plan are both terminated for future issuances.

What corporate action triggered the need to deregister these shares?

The merger with Toyota Tsusho America, Inc. made Radius Recycling a wholly owned subsidiary, ending public share issuances.

Who signed the Post-Effective Amendment on behalf of the company?

It was signed by James Matthew Vaughn, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary.

Does the filing contain any financial results or earnings information?

No. The document is purely administrative and does not include financial statements or earnings data.