{"url_path":"/sec/cik-0001456772/8-k/2026-06-23/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1456772/0001104659-26-076652-index.html","accession_number":"0001104659-26-076652","cik":"0001456772","ticker":null,"issuer_name":"OFFICE PROPERTIES INCOME TRUST","edgar_url":"https://www.sec.gov/Archives/edgar/data/1456772/0001104659-26-076652-index.html","primary_entity_key":"0001456772","primary_entity_name":"OFFICE PROPERTIES INCOME TRUST"},"word_count":434,"has_tables":true,"body_markdown":"**Item 3.02. Unregistered Sales of Equity Securities.**\n\n \n\n*Reorganized Common Equity*\n\n \n\nOn the Effective Date, all\npreviously issued and outstanding Old Common Shares were cancelled and the Company issued the Reorganized Common Equity pursuant to the\nPlan as follows:\n\n \n\n(a)to holders of the Old September 2029 Senior Secured Notes;\n\n \n\n(b)to holders of DIP Claims;\n\n \n\n(c)to holders of claims in respect of the Company’s previously outstanding senior unsecured notes;\n\n \n\n(d)to holders of the Old 2030 Priority Guaranteed Notes;\n\n \n\n(e)to RMR pursuant to the Amended Business Management Agreement; and\n\n \n\n(f)to holders of claims in respect of the Company’s previously outstanding senior unsecured notes who to holders of claims in respect\nof the Company’s previously outstanding senior unsecured notes who exercised their rights to acquire an aggregate amount of $35\nmillion of Reorganized Common Equity.\n\n \n\nThe Reorganized Common Equity\nwas issued without registration under the Securities Act in reliance upon section 1145(a) of the Bankruptcy Code (and in the case\nof (e) above, section 4(a)(2) of the Securities Act). Such shares may be resold without registration under the Securities Act\nby the recipients thereof pursuant to the exemption provided by section 4(a)(1) of the Securities Act, unless the holder is an “underwriter”\nas defined in section 1145(b) of the Bankruptcy Code or an “affiliate” of the Company as defined in Rule 144(a)(1) under\nthe Securities Act.\n\n \n\n \n\n \n\n \n\nThe aggregate number of shares\nof Reorganized Common Equity issued on the Effective Date was 21,953,577.\n\n \n\n*New Warrants*\n\n \n\nOn the Effective Date, the\nCompany issued warrants (the “**New Warrants**”) to holders of claims in respect of the Company’s previously\noutstanding senior unsecured notes pursuant to a warrant agreement (the “**New Warrants Agreement**”). The New Warrants\nare exercisable for an amount of common equity of the Company equal to 5.0% of the Reorganized Common Equity outstanding as of the Effective\nDate (after taking into account the Reorganized Common Equity issued or issuable as a result of the Initial Equity Compensation or the\nexercise of the New Warrants). The New Warrants have an exercise price of $25.00 per share and are exercisable within seven years from\nthe Effective Date.\n\n \n\nThe New Warrants and the\nshares of Reorganized Common Equity issuable upon exercise thereof were issued without registration under the Securities Act in reliance\nupon section 1145(a) of the Bankruptcy Code.\n\n \n\nThe foregoing description\nof the New Warrants and the New Warrants Agreement does not purport to be complete and is qualified in its entirety by reference to the\nfull text of the New Warrants Agreement, a copy of which is attached as Exhibit 4.3 to this Current Report and is incorporated herein\nby reference."}