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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):
February 19, 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 |
| N/A |
|
N/A |
|
N/A |
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 “OPI,” “the Company,” “we,” “us,” and “our” refer to
Office Properties Income Trust.
Item 7.01. Regulation FD Disclosure.
As previously disclosed, on
October 30, 2025, OPI and certain of its subsidiaries (collectively, the “Debtors”) commenced voluntary cases (the “Chapter
11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy
Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 Cases are being filed to implement a court-supervised
financial restructuring pursuant to the terms described in that certain Restructuring Support Agreement entered into on October 30, 2025
among the Debtors and the other parties thereto (the “RSA”). The Debtors’ Chapter 11 Cases are jointly administered
under the caption In re Office Properties Income Trust, et al., Case No. 25-90530.
Liquidation Analysis, Financial Projections,
and Valuation Analysis
On
January 9, 2026, the Debtors filed the Joint Chapter 11 Plan of Reorganization of Office Properties Income Trust and its Debtor
Affiliates [Docket No. 575] (as may be amended, modified, or supplemented from time to time, the “Plan”) and a related
disclosure statement [Docket No. 576] (as may be amended, modified, or supplemented from time to time, the “Disclosure Statement”)
with the Bankruptcy Court.
On February 19, 2026, the
Debtors filed a liquidation analysis, financial projections from May 1, 2026 through December 31, 2030, and a valuation analysis as Exhibits
C, D, and E, respectively, to the Disclosure Statement [Docket No. 835] (collectively, the “Analyses and Projections”). The
Analyses and Projections have not been compiled, audited, or examined by independent accountants, and neither the Debtors nor their advisors
make any representations or warranties regarding the accuracy of the Analyses and Projections or the ability to achieve forecasted results.
The information contained in the Analyses and Projections is not a prediction or guarantee of the actual market value that may be realized
through the sale of any securities to be issued pursuant to the Plan. The information in the Analyses and Projections is presented solely
for the purpose of providing adequate information as required by Section 1125 of the Bankruptcy Code to enable the holders of claims entitled
to vote to accept or reject the plan to make an informed judgment about the plan and should not be used or relied upon for any other purpose.
The Debtors may further amend
or supplement the Disclosure Statement. If the Disclosure Statement is approved by the Bankruptcy Court, the Debtors intend to promptly
commence solicitation of votes on the Plan in accordance with the Bankruptcy Code, the applicable bankruptcy rules, and the applicable
orders of the Bankruptcy Court.
Copies of the Plan, the Disclosure
Statement, and other filings with the Bankruptcy Court related to the Chapter 11 Cases are available for review and download, free of
charge, on the website of the Debtors’ claims, noticing, and solicitation agent at https://restructuring.ra.kroll.com/OPI or through
the Bankruptcy Court's website, for a fee, at https://ecf.txsb.uscourts.gov. The information contained on, or that may be accessed through,
the websites referenced in this Current Report on Form 8-K in each case is not incorporated by reference into, and is not a part of, this
Current Report on Form 8-K.
Cautionary Language Regarding Trading in the
Company’s Common Shares
The Plan provides that the Company’s common shares of beneficial
interest, $.01 par value per share (“common shares”), will be cancelled and extinguished on the effective date of the Plan,
and the holders thereof will not be entitled to receive, and will not receive or retain, any property or interest in property on account
of such common shares. If the Plan is confirmed and the Company’s common shares are cancelled, amounts invested by holders of such
common shares will not be recoverable and such common shares will have no value. Trading prices for the Company’s common shares
may bear little or no relationship to the actual recovery, if any, by holders of the Company’s common shares upon the conclusion
of the Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common
shares.
Cautionary Note 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. These forward-looking statements
include, among others, statements about the Plan, the Disclosure Statement and the process and potential outcomes of the Chapter 11 Cases.
Forward-looking statements are based on the Company’s current expectations, assumptions and estimates and are subject to risk, uncertainties,
and other important factors that are difficult to predict and that could cause actual results to differ materially and adversely from
those expressed or implied. These risks include, among others, those related to: the Company’s ability to confirm and consummate
the Plan; the duration and outcome of the Chapter 11 Cases; the Company suffering from a long and protracted restructuring; the impact
of the Chapter 11 Cases on the Company’s operations, reputation and relationships with tenants, lenders, and vendors; the Company
having insufficient liquidity; the availability of financing; the ability to satisfy the conditions precedent to the RSA; the effectiveness
of the overall restructuring activities pursuant to the Chapter 11 Cases and any additional strategies that the Company may employ to
address its liquidity and capital resources and achieve its stated goals; the potential cancellation of the Company’s equity; and
the Company’s historical financial information not being indicative of its future performance as a result of the Chapter 11 Cases.
The information contained
in the Company’s filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings with the
SEC, or incorporated herein or therein, identifies other important factors that could cause differences from our forward-looking statements.
The Company’s filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue
reliance upon the Company’s 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this current 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: February 20, 2026
