[Form 4] OFFICE PROPERTIES INCOME TRUST Insider Trading Activity

Rhea-AI Filing Summary

Adam D. Portnoy, a director of Office Properties Income Trust (ticker: OPINL), reported a small disposition of 2,108 common shares on 09/16/2025 at a price of $0.8312 per share to satisfy a tax withholding obligation tied to vesting. After the transaction Mr. Portnoy directly beneficially owns 212,329 shares and is reported as having an indirect interest in 576,258 shares held by ABP Trust, of which he is the sole trustee and disclaims beneficial ownership except to the extent of his pecuniary interest. The Form 4 is signed by Mr. Portnoy on 09/18/2025.

Positive

• Continues to hold substantial direct ownership of 212,329 common shares
• Indirect interest of 576,258 shares is disclosed via ABP Trust, providing transparency about related-party holdings
• Transaction disclosed as tax-withholding (code F(1)), indicating a routine equity-vesting event rather than an active sale

Negative

• Disposition of 2,108 shares on 09/16/2025 to satisfy tax withholding reduces direct holdings slightly

Insights

Financial Analyst

TL;DR: A routine tax-withholding disposition; insider still holds a substantial combined position.

The filing documents a small disposition of 2,108 shares at $0.8312 on 09/16/2025, described as payment of tax withholding for vested securities. Such transactions are common when equity grants vest and do not necessarily reflect a change in conviction. Importantly, Mr. Portnoy retains a sizeable direct stake of 212,329 shares and an indirect reported interest of 576,258 shares via ABP Trust. From a capital-markets perspective this is a routine, low-impact disclosure that updates public ownership levels without indicating a significant change in position.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; trust-held shares create an indirect ownership note.

The Form 4 properly discloses the mechanics of the transaction (code F(1) tax withholding) and clarifies the nature of indirect ownership through ABP Trust, including Mr. Portnoy's disclaimer except for pecuniary interest. This transparency is appropriate for governance and compliance purposes. The filing does not show any change in board-level status or other governance actions, and the transaction size is minor relative to the reported holdings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PORTNOY ADAM D.

(Last) (First) (Middle)

C/O THE RMR GROUP LLC

TWO NEWTON PL., 255 WASH. ST., STE. 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OFFICE PROPERTIES INCOME TRUST [ NASDAQ:OPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	09/16/2025		F(1)		2,108	D	$0.8312	212,329	D
Common Shares of Beneficial Interest								576,258	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

2. These shares are held by ABP Trust; Mr. Portnoy, as the sole trustee, an officer and the controlling shareholder of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Adam D. Portnoy	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Adam D. Portnoy report on Form 4 for OPINL?

The Form 4 reports a disposition of 2,108 common shares on 09/16/2025 at $0.8312 per share, reported as payment of tax withholding.

How many shares does Adam D. Portnoy beneficially own after the transaction?

After the reported transaction Mr. Portnoy directly owns 212,329 shares and is reported to have an indirect interest in 576,258 shares held by ABP Trust.

Why were shares disposed of in this Form 4 filing?

The filing states the shares were withheld to pay a tax liability incident to the vesting of issued securities (code F(1)).

What is the nature of the indirect ownership reported?

The indirect shares are held by ABP Trust; Mr. Portnoy is the sole trustee and disclaims beneficial ownership except to the extent of his pecuniary interest.

When was the Form 4 signed?

The Form 4 is signed by Adam D. Portnoy on 09/18/2025.