Office Properties Income Trust (OPINL) delays Q1 2026 10-Q amid Chapter 11 costs

Rhea-AI Filing Summary

Office Properties Income Trust notified the SEC it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 because it needs additional time to complete documentation and reviews while finalizing its previously disclosed Chapter 11 bankruptcy proceedings. The company anticipates a net loss of $93.0 million for the quarter ended March 31, 2026, compared with a net loss of $45.9 million for the quarter ended March 31, 2025. The deterioration is attributed primarily to $59.5 million of reorganization expenses associated with professional fees approved by the Bankruptcy Court and an $11.2 million decline in interest expense recognition under ASC Topic 852, Reorganizations.

Insights

Restructuring Attorney

Chapter 11 costs are driving a large, disclosed quarterly loss.

The filing explains the delayed Form 10-Q is due to time needed to complete documentation while the company finalizes its previously disclosed Chapter 11 cases. The company attributes $59.5 million of the expected quarter loss to reorganization professional fees approved by the Bankruptcy Court.

Timing and further disclosures will be driven by the bankruptcy process and court-approved professional engagements; subsequent periodic filings should clarify restructuring outcomes and any creditor recoveries.

Credit Analyst

Reported loss and bankruptcy accounting materially affect reported interest and expense recognition.

The company notes it ceased recognizing interest expense on senior unsecured notes and wrote off unamortized discounts and issuance costs under ASC Topic 852, which contributed to an $11.2 million decline in interest expense. The accounting treatment is consistent with liabilities subject to compromise.

Credit metrics and covenant considerations will depend on restructuring outcomes; expect later filings to provide updated liabilities, recoveries, and cash‑flow detail tied to the Chapter 11 cases.

Key Figures

Anticipated net loss (Q1 2026): $93.0 million Prior-year net loss (Q1 2025): $45.9 million Reorganization expenses: $59.5 million +2 more

5 metrics

Anticipated net loss (Q1 2026) $93.0 million three months ended March 31, 2026

Prior-year net loss (Q1 2025) $45.9 million three months ended March 31, 2025

Reorganization expenses $59.5 million professional fees related to Chapter 11 Cases

Interest expense decline $11.2 million result of ASC Topic 852 treatment for liabilities subject to compromise

Missing filings disclosed Form 10-Q (Sept 30, 2025) and Form 10-K (Dec 31, 2025) prior periodic reports not filed

Key Terms

Chapter 11, Rule 12b-25, ASC Topic 852, Reorganizations, Form 10-Q

4 terms

Chapter 11 regulatory

"finalizing its previously disclosed Chapter 11 Cases"

Chapter 11 is a U.S. bankruptcy process that lets a financially distressed company keep operating while it reorganizes its debts and business plan under court supervision. Think of it as a formal pause that allows the company to renegotiate payments, shed contracts or assets, and seek a path to profitability instead of being liquidated; investors watch it because it can change the value and priority of claims, equity dilution, or the likelihood of recovery.

Rule 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

ASC Topic 852, Reorganizations financial

"implementation of ASC, Topic 852, Reorganizations"

Form 10-Q regulatory

"unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

SEC FILE NUMBER

001-34364

CUSIP NUMBER

67623C109

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	¨ Form 10-K	¨ Form 20-F	¨ Form 11-K	x Form 10-Q	¨ Form 10-D	¨ Form N-CEN	¨ Form N-CSR
	For Period Ended: March 31, 2026

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any

information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Office Properties Income Trust

Full Name of Registrant

Former Name if Applicable

Two Newton Place, 255 Washington Street, Suite 300

Address of Principal Executive Office (Street and Number)

Newton, Massachusetts 02458-1634

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
x	(a)	The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Office Properties Income Trust, or the Company, is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, or the Form 10-Q, by the prescribed due date without unreasonable effort or expense because the Company requires additional time to complete the documentation and reviews required to finalize timely the Form 10-Q as a result of the Company’s focus on finalizing its previously disclosed Chapter 11 bankruptcy proceedings, or the Chapter 11 Cases.

PART IV - OTHER INFORMATION
(1)	Name and telephone number of person to contact in regard to this notification
		Brian E. Donley		(617)		796-8339
		(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
		The Company has not filed its quarterly report on Form 10-Q for the quarter ended September 30, 2025. The Company has not filed its annual report on Form 10-K for the year ended December 31, 2025.				Yes ¨ No x
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
						Yes x No ¨
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
	The Company anticipates reporting a net loss of $93.0 million for the three months ended March 31, 2026 compared to a net loss of $45.9 million in the three months ended March 31, 2025 in its Form 10-Q for the quarter ended March 31, 2026. The decline as compared to the prior year period is due primarily to ongoing reorganization expenses of $59.5 million related to retaining and paying professional fees to certain firms approved by the Bankruptcy Court in connection with the Company’s previously disclosed Chapter 11 Cases. Interest expense declined by $11.2 million related to the implementation of ASC, Topic 852, Reorganizations as a result of the Chapter 11 Cases, pursuant to which we ceased recognition of interest expense on our senior unsecured notes and wrote off unamortized discounts and issuance costs related to liabilities subject to compromise.

Cautionary Note Regarding Forward-Looking Statements

This filing contains “forward-looking” statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever the Company uses words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may,” and negatives or derivatives of these or similar expressions, the Company is making forward-looking statements. These forward-looking statements are based upon the Company’s 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 the Company’s forward-looking statements as a result of various factors. Forward-looking statements include, without limitation, statements related to the expected financial results for the quarter ended March 31, 2026, their comparability to other periods, the Chapter 11 Cases and the timing of any of the foregoing. 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.

The information contained in the Company’s filings with the 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, the Company does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Office Properties Income Trust
(Name of registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:	May 15, 2026		By:	/s/ Brian E. Donley
				Brian E. Donley
				Chief Financial Officer and Treasurer

FAQ

Why did OPINL delay filing its Q1 2026 Form 10-Q?

The company states it needs additional time to complete documentation and reviews while finalizing its previously disclosed Chapter 11 bankruptcy proceedings, which affected preparation of the Form 10-Q.

What net loss does OPINL expect for Q1 2026?

OPINL anticipates a net loss of $93.0 million for the three months ended March 31, 2026, compared with a net loss of $45.9 million in the prior-year quarter.

What drove the increase in OPINL's net loss for Q1 2026?

The company attributes the larger loss primarily to $59.5 million in reorganization expenses for professional fees approved by the Bankruptcy Court related to the Chapter 11 cases.

How did bankruptcy accounting affect OPINL's interest expense?

Under ASC Topic 852, Reorganizations, OPINL ceased recognizing interest expense on senior unsecured notes and wrote off unamortized discounts and issuance costs, producing an $11.2 million decline in interest expense.

Has OPINL missed other SEC filings recently?

Yes. The company disclosed it has not filed its Form 10-Q for the quarter ended September 30, 2025 and has not filed its Form 10-K for the year ended December 31, 2025.