{"url_path":"/sec/cik-0001456772/8-k/2026-06-23/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","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":1513,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers.**\n\n \n\n*Departure of Trustees*\n\n \n\nOn the Effective Date, Yael\nDuffy, Donna D. Fraiche, Barbara D. Gilmore, William A. Lamkin, Timothy R. Pohl, Adam D. Portnoy, Jeffrey P. Somers and Mark A. Talley\nresigned as trustees of the Company. None of the trustees resigned as a result of any disagreement with the Company on any matter relating\nto its operations, policies or practices.\n\n \n\n \n\n \n\n \n\n*Election of Trustees*\n\n \n\nEffective as of the\nEffective Date, Jonathan Heller, Jonathan Kolatch, William A. Lamkin, Adam D. Portnoy and Irvin Schlussel (each, a “**New\nTrustee**”) were elected as members of the board of trustees of the Company. William A. Lamkin and Adam D. Portnoy are\nthe only trustees that served on the board of trustees prior to emergence.  Effective as of the Effective Date, the board of\ntrustees appointed: (i) Jonathan Kolatch, William A. Lamkin and Irvin Schlussel to serve on the Audit Committee;\n(ii) Jonathan Kolatch and Irvin Schlussel to serve on the Compensation Committee; and (iii) Jonathan Kolatch and Irvin\nSchlussel to serve on the Nominating and Governance Committee.\n\n \n\nMr. Heller is the founder\nand the Chief Executive Officer of Helix Partners Management LP (“**Helix Partners**”), a multi-billion dollar,\nopportunistic, credit-focused investment manager that invests flexibly across the capital structure. Prior to founding Helix Partners\nin December 2022, during his tenure at Canyon Partners, Mr. Heller was Chairman of the Board of CBL & Associates Properties, Inc.\n(NYSE: CBL), a real estate investment trust owning and operating shopping malls and other retail properties, where he led a successful\npost-reorganization debt restructuring. At Canyon Partners, Mr. Heller was a Partner and Senior Portfolio Manager responsible for\nthe firm’s investments in companies across a wide range of industries, including financial institutions, technology, retail and\nconsumer. Mr. Heller also has significant experience in various asset classes, including stressed and distressed corporate debt,\nequities, municipal fixed income, real estate securities, and structured products. Prior to joining Canyon Partners in 2008, Mr. Heller\nwas a Senior Vice President at Cerberus Capital Management, L.P. (“**Cerberus**”) from 2004 to 2008. Prior to Cerberus,\nMr. Heller founded a hedge fund of funds, Double Arrow Capital Management. Mr. Heller began his career in 1996 as an accountant\nat PricewaterhouseCoopers. Mr. Heller is a graduate of Yeshiva University in New York City (B.S., Accounting) and is a Certified\nPublic Accountant.\n\n \n\nMr. Kolatch currently\nruns his family office, Jasper Lake, LLC. Mr. Kolatch founded Redwood Capital Management, LLC (“**Redwood**”)\nin 2000 after a long career at Goldman Sachs, and served as Chief Executive Officer and Chief Information Officer at Redwood until his\nretirement in 2020. Redwood is a hedge fund specializing in stressed and distressed credit. Prior to founding Redwood, Mr. Kolatch\nworked at Goldman Sachs from 1982 to 1999 and became a Partner in 1994. From 1997 to 1999, Mr. Kolatch was head of the Goldman Sachs’\nCredit Arbitrage Group which was a proprietary trading group focusing on distressed securities, high yield bonds, leveraged loans, and\nemerging market debt. Prior to that, Mr. Kolatch was head of the high yield trading desk and head of distressed bond trading from\n1992 through 1996. From 1985 to 1992, he held various positions within the High Yield Group, including sales, trading, and head of Corporate\nBond Research. Mr. Kolatch graduated summa cum laude from Columbia College in 1978. He received an M.B.A. from Harvard Business School\nin 1982.\n\n \n\nMr. Schlussel is the\nChief Investment Officer at a private family office, where he oversees asset allocation and direct investments, since April 2021.\nPreviously, from April 2016 to March 2021, he served as Managing Director of Inglesea Capital, the family office of the late\nAndrew Fredman, former Managing Partner of Fir Tree Partners. At Inglesea Capital, he led all public and private investments, including\nreal estate and related opportunities. Mr. Schlussel currently serves as a board observer at Chicago Bridge & Iron. His\ncareer has focused primarily on corporate reorganizations, distressed debt, and event-driven investment strategies. Earlier in his career,\nhe held finance roles as an analyst at UBS and Paloma Partners. Mr. Schlussel graduated with honors from the Wharton School of the\nUniversity of Pennsylvania in 2003, earning a Bachelor of Science in Economics with a concentration in finance.\n\n \n\nMr. Lamkin is an Independent\nTrustee on the Board of Trustees of Seven Hills Realty Trust. He previously served on the Board of Trustees of Tremont Mortgage Trust\nfrom 2020 until it merged with Seven Hills Realty Trust in September 2021, and on the Board of Trustees of Select Income REIT from\n2012 until it merged with a wholly owned subsidiary of the Company in December 2018. From 2003 to 2019, Mr. Lamkin was a Partner\nin Ackrell Capital LLC, a San Francisco based investment bank, and served on the board of Ackrell SPAC Partners I Co. from 2020 to 2022.\nPrior to 2003, he worked as a financial consultant and an investment banker, including serving as a Senior Vice President in the investment\nbanking division of ABN AMRO. Before entering the financial services industry, Mr. Lamkin was a practicing attorney. Mr. Lamkin\nbrings to the Company’s board of trustees extensive experience in, and knowledge of, the commercial real estate and investment banking\nindustries, with demonstrated management ability and experience in capital raising and strategic business transactions. Mr. Lamkin\nhas professional training, skills, and expertise in finance and legal matters.\n\n \n\n \n\n \n\n \n\nMr. Portnoy is the Chair\nof the Board of Directors, a Managing Director, and the President and Chief Executive Officer of The RMR Group Inc. (“**RMR\nInc.**”), the President and Chief Executive Officer of RMR, and the sole trustee, an officer, and the controlling shareholder\nof ABP Trust, which is the controlling shareholder of RMR Inc. As of the date hereof, he also serves as the Chair of the Board of Trustees\nand a Managing Trustee of each of the following companies managed by RMR: Diversified Healthcare Trust, Industrial Logistics Properties\nTrust, Service Properties Trust, and Seven Hills Realty Trust, and he is the sole director of AlerisLife Inc., Sonesta International Hotels\nCorporation, and Tremont Realty Capital LLC, an SEC registered investment adviser. Prior to joining RMR in 2003, Mr. Portnoy held\nvarious positions in the finance industry and public sector, including working as a banker at Donaldson, Lufkin & Jenrette and\nABN AMRO, working in private equity at the International Finance Corporation (a member of The World Bank Group) and DLJ Merchant Banking\nPartners, and serving as Chief Executive Officer of a telecommunications company. Mr. Portnoy currently serves as Chair of the Board\nof Directors of the Pioneer Institute, as a member of the executive committee of the Board of Directors of the Greater Boston Chamber\nof Commerce, as Co-Chair of the Board of Directors of the Massachusetts Opportunity Alliance, Inc., as a member of the Board of Directors\nof the Massachusetts High Technology Council, Inc., and as the Honorary Consul General of the Republic of Bulgaria to the Commonwealth\nof Massachusetts. Mr. Portnoy graduated with a Bachelor’s degree in Public Policy from Occidental College in 1993.\n\n \n\nFor their services as trustees\nof the Company, each New Trustee will be entitled to an annual cash compensation of $120,000. Pursuant to\nour Amended Bylaws (as defined in Item 5.03), Mr. Portnoy was designated as the Manager Trustee, Mr. Heller was designated as\na Helix Partners Trustee, Mr. Kolatch was designed as a Redwood Capital Trustee and Mr. Schlussel was designated as the Unsecured\nCreditor Trustee (as such terms are defined in Item 5.03). Except as provided in the preceding sentence, there is no arrangement or understanding\nbetween each New Trustee and any other person pursuant to which such New Trustee was selected as a trustee of the Company.\n\n \n\nAs discussed above, Mr. Portnoy\nis the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair\nof the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of\nRMR, the Company’s business and property manager. Except as provided in the preceding sentence, there are no transactions, relationships\nor agreements between each New Trustee and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated\nunder the Securities Exchange Act of 1934, as amended. None of the New Trustees has a family relationship with any member of the board\nof trustees or executive officer of the Company.\n\n \n\nIn connection with their election as trustees,\nwe entered into an indemnification agreement with each New Trustee, which agreement is on substantially the same terms as the indemnification\nagreements we have entered with our prior trustees and our executive officers. We have previously filed a form of indemnification agreement\nas [Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025](https://www.sec.gov/Archives/edgar/data/1456772/000145677226000020/opi_10qex101x09302025.htm), which form is incorporated\nherein by reference.\n\n \n\nThe officers of the Company\nimmediately before the Effective Date continue to serve as the officers of the Company as of the Effective Date."}