OPI (NASDAQ: OPI) faces Nasdaq delisting and misses key note interest payments

Rhea-AI Filing Summary

Office Properties Income Trust reports that Nasdaq has notified the company its common shares are subject to delisting after failing to regain the required $1.00 minimum bid price by September 22, 2025. Unless appealed, the shares are expected to be delisted at the opening of business on October 6, 2025, and the company states it does not expect to appeal.

The company also discloses that on September 30, 2025 it did not make an approximately $27.4 million interest payment due on its 9.000% Senior Secured Notes due September 2029 and an approximately $3.4 million interest payment due on its 3.250% Senior Secured Notes due March 2027. Under the governing indentures and its credit agreement, there is a 30‑day grace period before these non-payments and the anticipated delisting can become events of default, while the company continues to work with advisors on restructuring efforts.

Positive

• None.

Negative

• Nasdaq delisting risk: OPI’s common shares are subject to delisting from Nasdaq after failing to meet the $1.00 minimum bid price by September 22, 2025, and the company does not expect to appeal.
• Missed note interest payments: On September 30, 2025, OPI did not pay approximately $27.4 million of interest on its 9.000% Senior Secured Notes due September 2029 and $3.4 million on its 3.250% Senior Secured Notes due March 2027.
• Potential credit agreement defaults: The company has notified its credit facility agent that the missed interest and anticipated delisting are expected to lead to one or more defaults after applicable 30‑day grace periods.

Insights

Credit & Restructuring Analyst

OPI faces Nasdaq delisting risk and missed key interest payments, signaling heightened credit distress.

Office Properties Income Trust has received notice that its common shares are subject to delisting from Nasdaq after failing to meet the $1.00 minimum bid price requirement by September 22, 2025. The company indicates it does not expect to appeal, so trading is expected to shift off Nasdaq after October 6, 2025, which can reduce liquidity and visibility for shareholders.

More critically for creditors, on September 30, 2025 the company did not pay approximately $27.4 million of interest on its 9.000% Senior Secured Notes due September 2029 and approximately $3.4 million of interest on its 3.250% Senior Secured Notes due March 2027. While the indentures provide a 30‑day grace period before an event of default, non-payment at the due date is a clear sign of liquidity strain.

The company has also notified Wells Fargo, as administrative agent under its credit agreement, that it expects one or more defaults to occur in connection with the anticipated delisting and missed note interest. These developments place negotiations with lenders and noteholders, as part of ongoing restructuring efforts, at the center of the company’s near-term outlook, with the 30‑day grace periods as important timing markers.

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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 25, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on March 25, 2025, we received a notification letter from The Nasdaq Stock Market LLC, or Nasdaq, informing us that, for at least 30 consecutive business days prior to such notification, the bid price of our common shares of beneficial interest, $.01 par value per share, or our common shares, had closed below $1.00 per common share, which is the minimum required closing bid price for continued listing on Nasdaq pursuant to Listing Rule 5450(a)(1). Under Nasdaq Listing Rule 5810(c)(3)(A), we were provided a 180 calendar day grace period, or until September 22, 2025, to regain compliance with the minimum bid price continued listing standard.

On September 25, 2025, we received a notification letter from Nasdaq informing us that we have not regained compliance with Listing Rule 5450(a)(1) and that our common shares are subject to delisting from Nasdaq. If we do not appeal this determination in accordance with the Nasdaq Listing Rules, our common shares will be delisted at the opening of business on October 6, 2025. We do not expect to appeal this determination.

Item 8.01. Other Events.

September 2029 Notes and March 2027 Notes Interest Payments

On September 30, 2025, we did not make (i) the required interest payment of approximately $27.4 million due on our 9.000% Senior Secured Notes due September 2029, or the September 2029 Notes, and (ii) the required interest payment of approximately $3.4 million due on our 3.250% Senior Secured Notes due March 2027, or the March 2027 Notes. Under the indentures governing the September 2029 Notes and the March 2027 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 September 30, 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 (i) we did not make the required interest payments due on the September 2029 Notes and the March 2027 Notes, and (ii) we expect one or more defaults to occur under the Credit Agreement in connection with the delisting of our common shares from Nasdaq on October 6, 2025. We are subject to a 30-day grace period before these events constitute an “event of default” under the Credit Agreement.

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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: September 30, 2025

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FAQ

Why are Office Properties Income Trust (OPI) shares facing Nasdaq delisting?

For at least 30 consecutive business days before March 25, 2025, the bid price of OPI common shares closed below $1.00, violating Nasdaq Listing Rule 5450(a)(1). OPI did not regain compliance by the September 22, 2025 deadline, and Nasdaq has notified the company that its shares are subject to delisting.

When is the expected delisting date for OPI common shares from Nasdaq?

If the determination is not appealed, OPI’s common shares will be delisted from Nasdaq at the opening of business on October 6, 2025, and the company states it does not expect to appeal.

What interest payments did OPI miss on September 30, 2025?

On September 30, 2025, OPI did not make an approximately $27.4 million interest payment on its 9.000% Senior Secured Notes due September 2029 and an approximately $3.4 million interest payment on its 3.250% Senior Secured Notes due March 2027.

Does the missed interest immediately put OPI in default on its notes?

Under the indentures governing the September 2029 Notes and March 2027 Notes, OPI has a 30‑day grace period to make the required interest payments before non-payment becomes an event of default.

How does the potential Nasdaq delisting affect OPI’s credit agreement?

OPI notified Wells Fargo, as administrative agent under its credit agreement, that it expects one or more defaults to occur in connection with the anticipated delisting of its common shares from Nasdaq on October 6, 2025, after a 30‑day grace period.

Is OPI taking any actions in response to these financial pressures?

OPI states that it continues to work with its advisors to pursue restructuring efforts while operating within the 30‑day grace periods under its note indentures and credit agreement.