{"url_path":"/sec/cik-0001456772/8-k/2026-06-23/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation","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":1134,"has_tables":true,"body_markdown":"**Item 5.03. Amendments to Articles of Incorporation\nor Bylaws.**\n\n \n\nOn the Effective Date, pursuant\nto the Plan, the Company amended and restated its Declaration of Trust (the “**Amended Charter**”) and Bylaws (the\n“**Amended Bylaws**”). The Amended Charter and Amended Bylaws are similar in all material respects to the Company’s\nprior declaration of trust and bylaws, with the following material changes:\n\n \n\n*Removal of Trustees*.\nThe Amended Charter now provides that a trustee may be removed at any time with or without cause by the affirmative vote of the holders\nof not less than two-thirds of the shares then outstanding and entitled to vote and that no Trustee may be removed by the board of trustees\nwithout cause before June 17, 2027.\n\n \n\n \n\n \n\n*Corporate Opportunities*.\nThe Amended Charter includes a new provision to the effect that neither the shareholders of the Company or any of their Related Persons\nor Related Funds, nor any Non-Employee Trustee of the Company or his or her Related Persons (each as defined in the Amended Charter),\nshall have any duty to refrain from (x) engaging in a corporate opportunity in the same or similar business activities or lines of\nbusiness as the Company or any of its Related Persons is engaged or proposes to engage, (y) making investments in any kind of property\nin which the Company makes or may make investments or (z) otherwise competing with the Company or any of its Related Persons, and\nprovides that, to the fullest extent permitted by the Maryland law, no such person shall (A) be deemed to have acted in bad faith\nor in a manner inconsistent with the best interests of the Company or its shareholders or to have acted in a manner inconsistent with\nor opposed to any fiduciary duty to the Company or its shareholders or (B) be liable to the Company or its shareholders for breach\nof any fiduciary duty, in each case, by reason of any such activities. The Amended Charter further provides that, to the fullest extent\npermitted by law, any person purchasing or otherwise acquiring any interest in shares of the Company shall be deemed to have notice of\nand to have consented to these provisions.\n\n \n\n*Amendments*. The Amended\nCharter now provides that any amendment thereto shall be (a) adopted by a majority of the trustees then in office and (b) approved\nby the affirmative vote of not less than a majority of the shares then outstanding and entitled to vote thereon. The Amended Bylaws further\nprovide that, except as otherwise provided therein, an amendment thereto (a) shall be adopted by a resolution of a majority of the\ntrustees then in office, or (b) shall be approved by the affirmative vote of the holders of not less than a majority of the shares\nthen outstanding and entitled to vote thereon for all provisions. From the effective date of the Amended Bylaws until the Company’s\nannual meeting of shareholders in 2028, any amendment to the provisions thereof governing the selection of trustees, the transfer restrictions\nand amendments to the Amended Bylaws shall only be adopted by a majority of the trustees then in office (including, in the case of an\namendment to the provisions governing the selection of trustees, the affirmative vote of (w) a majority of the trustees appointed\nby Helix Partners, if such amendment would reasonably be expected to result in the removal from office of, or otherwise adversely affect\nthe rights or protections of, one or more of the trustees appointed by Helix Partners, (x) all of the trustees appointed by Redwood,\nif such amendment would reasonably be expected to result in the removal from office of, or otherwise adversely affect the rights or protections\nof, one or more of the trustees appointed by Redwood, and (y) the Manager Trustee (as defined below), if such amendment would reasonably\nbe expected to result in the removal from office of, or otherwise adversely affect the rights or protections of, the Manager Trustee.\n\n \n\n*Special Meetings*.\nThe Amended Bylaws now provide that special meetings of shareholders may be called by shareholders holding greater than 50% of the votes\nentitled to be cast at such meeting.\n\n \n\n*Shareholder Actions by\nWritten Consent*. The Amended Bylaws now provide that shareholders may take any action by unanimous written consent without a meeting.\n\n \n\n*Number of Trustees and\nBoard Composition*. The Amended Bylaws provide that the number of trustees shall be up to seven until increased or decreased by the\nboard of trustees. From the effective date of the Amended Bylaws, the board of trustees will include: (i) up to three trustees initially\ndesignated for appointment by Helix Partners, with such designation right consisting of (a) up to three trustees so long as Helix\nPartners and its affiliates beneficially own 15% or more of the Company’s outstanding common shares, (b) up to two trustees\nso long as Helix Partners and its affiliates beneficially own 10% or more of the Company’s outstanding common shares, and (c) up\nto one trustee so long as Helix Partners and its affiliates beneficially own 5% or more of the Company’s outstanding common shares\n(each, a “**Helix Partners Trustee**”); (ii) up to two trustees who are initially designated for appointment\nby Redwood, with such designation right consisting of (a) up to two trustees so long as Redwood and its affiliates beneficially own\n10% or more of the Company’s outstanding common shares and (b) up to one trustee so long as Redwood and its affiliates beneficially\nown 5% or more of the Company’s outstanding common shares (each a “**Redwood Capital Trustee**”); (iii) until\nthe Company annual meeting of shareholders in 2028, provided that Amended Business Management Agreement remains in effect, one trustee\nthat is an employee, officer or director of RMR (the “**Manager Trustee**”) and (iv) until the one-year anniversary\nof the Effective Date, one trustee initially designated for appointment by the Official Committee of Unsecured Creditors (the “**Unsecured\nCreditor Trustee**”). Upon the designation and election by the board of trustees of each of the seven members of the board\nof trustees pursuant to the preceding sentence, any trustee that is not a Helix Partners Trustee, a Redwood Capital Trustee, the Manager\nTrustee or the Unsecured Creditor Trustee shall immediately resign from office. The Manager Trustee shall resign from the board of trustees\nif the Amended Business Management Agreement is terminated, if the Manager Trustee becomes a director or officer of another publicly traded\noffice properties real estate investment trust or if for any other reason the Manager Trustee ceases to satisfy the conditions to qualification\nfor nomination under the Amended Bylaws, and thereafter RMR shall not have any right to appoint a replacement trustee.\n\n \n\n \n\n \n\n \n\nFor more information\nregarding the Amended Charter and the Amended Bylaws, see the Company’s Registration Statement on Form 8-A filed with the\nSEC on June 17, 2026."}