The accompanying condensed consolidated financial statements of Office Properties Income Trust and its subsidiaries, or OPI, we, us or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021,2022, or our 20212022 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include purchase price allocations, useful lives of fixed assets and assessment of impairment of real estate and the related intangibles.

As of June 30, 2022,March 31, 2023, our wholly owned properties were comprised of 172157 properties containing approximately 22,491,00020,895,000 rentable square feet, with an undepreciated carrying value of $3,918,825,$3,999,551, including $95,456$4,913 classified as held for sale. We also had noncontrolling ownership interests of 51% and 50% in 2two unconsolidated joint ventures that own 3three properties containing approximately 444,000 rentable square feet. We generally lease space at our properties on a gross lease, modified gross lease or net lease basis pursuant to fixed term contracts expiring between 20222023 and 2053. Some of our leases generally require us to pay all or some property operating expenses and to provide all or most property management services. During the three months ended June 30, 2022,March 31, 2023, we entered into 1816 leases for approximately 679,000203,000 rentable square feet for a weighted (by rentable square feet) average lease term of 9.26.8 years and we made commitments for approximately $37,369 of leasing related costs. During the six months ended June 30, 2022, we entered into 39 leases$8,747 for approximately 1,251,000 rentable square feet for a weighted (by rentable square feet) average lease term of 9.9 years and we made commitments for approximately $70,117 of leasing related costs. As of June 30, 2022,March 31, 2023, we havehad estimated unspent leasing related obligations of $130,726.$139,874.

We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of our long lived assets. Impairment indicators may include declining tenant occupancy, lack of progress releasing vacant space, tenant bankruptcies, low long term prospects for improvement in property performance, weak or declining tenant profitability, cash flow or liquidity, our decision to dispose of an asset before the end of its estimated useful life and legislative, market or industry changes that could permanently reduce the value of a property. If there is an indication that the carrying value of an asset is not recoverable, we estimate the projected undiscounted cash flows to determine if an impairment loss should be recognized. The future net undiscounted cash flows are subjective and are based in part on assumptions regarding hold periods, market rents and terminal capitalization rates. We determine the amount of any impairment loss by comparing the historical carrying value to estimated fair value. We estimate fair value through an evaluation of recent financial performance and projected discounted cash flows using standard industry valuation techniques. In addition to the consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining useful lives of our long lived assets. If we change our estimate of the remaining useful lives, we allocate the carrying value of the affected assets over their revised remaining useful lives.

During the sixthree months ended June 30, 2022,March 31, 2023, we sold 6three properties containing approximately 778,00089,000 rentable square feet for an aggregatea sales price of $77,720,$5,350, excluding closing costs. The salessale of these properties as presented in the table below, dodoes not represent a significant dispositions, individually or in the aggregate,disposition, nor do theydoes it represent a strategic shift in our business. As a result, the results of operations of these properties are included in continuing operations through the date of sale in our condensed consolidated statements of comprehensive income (loss).

As of June 30, 2022,March 31, 2023, we had 11 propertiesone property containing approximately 1,408,000107,000 rentable square feet under agreement to sell for a sales price of $4,900, excluding closing costs, which was classified as held for sale in our condensed consolidated balance sheet, 10 of which have been sold or are under agreement to sell for an aggregate sales price of $119,600 and are summarized below:

We own interests in 2two joint ventures that own 3three properties. We account for these investments under the equity method of accounting. As of June 30, 2022March 31, 2023 and December 31, 2021,2022, our investments in unconsolidated joint ventures consisted of the following:

At June 30, 2022,March 31, 2023, the aggregate unamortized basis difference of our 2two unconsolidated joint ventures of $6,734 is$6,367 was primarily attributable to the difference between the amount we paid to purchase our interest in these joint ventures, including transaction costs, and the historical carrying value of the net assets of these joint ventures. This difference is being amortized over the remaining useful life of the related properties and the resulting amortization expense is included in equity in net losses of investees in our condensed consolidated statements of comprehensive income (loss).

Our leases provide for base rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. Allowances for bad debts are recognized as a direct reduction of rental income. In certain circumstances, some leases provide the tenant with the right to terminate if the legislature or other funding authority does not appropriate the funding necessary for the tenant to meet its lease obligations; we have determined the fixed non-cancelable lease term of these leases to be the full term of the lease because we believe the occurrence of early terminations to be a remote contingency based on both our historical experience and our assessments of the likelihood of lease cancellation on a separate lease basis.

We increased rental income to record revenue on a straight line basis by $2,775$4,173 and $3,847$2,686 for the three months ended June 30,March 31, 2023 and 2022, and 2021, respectively, and $5,461 and $9,204 for the six months ended June 30, 2022 and 2021, respectively. Rents receivable, excluding properties classified as held for sale, include $86,379included $90,478 and $82,978$86,305 of straight line rent receivables at June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively.

We do not include in our measurement of our lease receivables certain variable payments, including payments determined by changes in the index or market-based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $22,101$21,370 and $44,637$22,536 for the three and six months ended June 30,March 31, 2023 and 2022, respectively, of which tenant reimbursements totaled $21,009$20,066 and $42,484, respectively. For the three and six months ended June 30, 2021, such payments totaled $17,488 and $36,348, respectively, of which tenant reimbursements totaled $16,639 and $34,442,$21,475, respectively.

We define annualized rental income as the annualized contractual base rents from our tenants pursuant to our lease agreements as of the measurement date, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. As of June 30,March 31, 2023 and 2022, the U.S. government 11and certain state governments and 4 other government tenants combined were responsible for approximately 28.4% of our annualized rental income. As of June 30, 2021, the U.S. government, 11 state governments28.5% and 4 other government tenants combined were responsible for approximately 31.9%29.0%, respectively, of our annualized rental income. The U.S. government is our largest tenant by annualized rental income and represented approximately 18.5%19.6% and 22.0%19.4% of our annualized rental income as of June 30,March 31, 2023 and 2022, and 2021, respectively.

At June 30, 2022,March 31, 2023, our 172157 wholly owned properties were located in 3230 states and the District of Columbia. Properties located in Virginia, California, Illinois, Virginia, the District of Columbia and Georgia were responsible for approximately 11.8%11.9%, 11.3%11.0%, 10.5%11.0%, 10.2%10.4% and 8.7%9.1% of our annualized rental income as of June 30, 2022,March 31, 2023, respectively.

Our principal debt obligations at June 30, 2022March 31, 2023 were: (1) $230,000$245,000 of outstanding borrowings under our $750,000 unsecured revolving credit facility; (2) $2,212,000 aggregate outstanding principal amount of senior unsecured notes; and (3) $73,018 aggregatea $50,000 outstanding principal amount offor one mortgage notes.note.

In March 2023, we amended our credit agreement to, among other things, replace LIBOR with the secured overnight financing rate, or SOFR, as the benchmark interest rate for calculating interest payable on the amounts outstanding under our revolving credit facility. We are required to pay interest at a rate of LIBORSOFR plus a premium, which was 110 basis points per annum at June 30, 2022,March 31, 2023, on the amount outstanding under our revolving credit facility. We also pay a facility fee on the total amount of lending commitments under our revolving credit facility, which was 25 basis points per annum at June 30, 2022.March 31, 2023. Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. As of June 30, 2022March 31, 2023 and December 31, 2021,2022, the annual interest rate payable on borrowings under our revolving credit facility was 2.4%6.0% and 1.2%5.4%, respectively. The weighted average annual interest rate for borrowings under our revolving credit facility was 2.4%5.6% for the three and six months ended JuneMarch 31, 2023. Effective April 1, 2023, the interest rate premium and facility fee increased to 145 basis points per annum and 30 2022 and 1.2% forbasis points per annum, respectively, based upon changes to our credit ratings. We did not borrow any funds under our revolving credit facility during the three and six months ended June 30, 2021.March 31, 2022. As of June 30, 2022March 31, 2023 and July 27, 2022,April 25, 2023, we had $230,000$245,000 and $200,000,$260,000, respectively, outstanding under our revolving credit facility, and $520,000$505,000 and $550,000,$490,000, respectively, available for borrowing.

Our credit agreement and senior unsecured notes indentures and their supplements provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes The RMR Group LLC, or RMR, ceasing to act as our business and property manager. Our credit agreement and senior unsecured notes indentures and their supplements also contain covenants, including covenants that restrict our ability to incur debts, require us to comply with certain financial covenants and, in the case of our credit agreement, restrict our ability to make distributions under certain circumstances. We believe we were in compliance with the terms and conditions of the respective covenants under our credit agreement and senior unsecured notes indentures and their supplements at June 30, 2022.March 31, 2023.

We estimated the fair values of our senior unsecured notes (except for our senior unsecured notes due 2050) using an average of the bid and ask price of the notes (Level 2 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date. We estimated the fair value of our senior unsecured notes due 2050 based on the closing price on The

During the sixthree months ended June 30, 2022,March 31, 2023, we purchased an aggregate of 790975 of our common shares of beneficial interest, $0.01 par value per share, or our common shares, valued at a weighted average share price of $20.59 per share,$13.50 from 1 of our Trusteescertain former officers and a former employeeemployees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

On July 14, 2022,April 13, 2023, we declared a regular quarterly distribution payable to common shareholders of record on July 25, 2022April 24, 2023 in the amount of $0.55$0.25 per share, or approximately $26,700.$12,100. We expect to pay this distribution on or about AugustMay 18, 2022.2023.

We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have 2two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to our property level operations.

Pursuant to our business management agreement with RMR, we recognized net business management fees of $3,951 and $4,710 for the three months ended March 31, 2023 and 2022, respectively. Based on our common share total return, as defined in our business management agreement, as of March 31, 2023, no estimated incentive fees are included in the net business management fees we recognized for the three months ended March 31, 2023. The actual amount of annual incentive fees for 2023, if any, will be based on our common share total return, as defined in our business management agreement, for the three year period ending December 31, 2023, and will be payable in January 2024. We did not incur an incentive fee payable to RMR for the year ended December 31, 2022. We include business management fees in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss).

Pursuant to our property management agreement with RMR, we recognized aggregate net property management and construction supervision fees of $6,394$6,319 and $12,522$6,128 for the three and six months ended June 30,March 31, 2023 and 2022, respectively, and $4,914 and $9,526 for the three and six months ended June 30, 2021, respectively. Of these amounts, for the three and six months ended June 30,March 31, 2023 and 2022, $4,015$3,733 and $8,241,$4,226, respectively, were expensed to other operating expenses in our condensed consolidated statements of comprehensive income (loss) and $2,379$2,586 and $4,281, respectively, were capitalized as building improvements in our condensed consolidated balance sheet. For the three and six months ended June 30, 2021, $3,935 and $8,015, respectively, were expensed to other operating expenses in our condensed consolidated statements of comprehensive income (loss) and $979 and $1,511,$1,902, respectively, were capitalized as building improvements in our condensed consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.

We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function and as otherwise agreed. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR. We reimbursed RMR $6,047$6,347 and $12,013$5,966 for these expenses and costs for the three and six months ended June 30,March 31, 2023 and 2022, respectively, and $5,925 and $11,977 for the three and six months ended June 30, 2021, respectively. We included these amounts in other operating expenses and general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss).

We have relationships and historical and continuing transactions with RMR, The RMR Group Inc., or RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director, the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Jennifer B. Clark, our other Managing Trustee and our Secretary, also serves as a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR and an officer of ABP Trust. Our otherEach of our officers are also officersis an officer and employeesemployee of RMR. Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the boards and as a managing director or managing trustee of these public companies. Other officers of RMR including Ms. Clark, serve as managing trustees, managing directors or officers of certain of these companies.

For more information about these and employeeother such relationships and certain other related person transactions, refer to our 2022 Annual Report.

On April 11, 2023, we and Diversified Healthcare Trust, or DHC, entered into an Agreement and Plan of RMRMerger, or the Merger Agreement, pursuant to which, on the terms and subject to the satisfaction or waiver of the conditions thereof, DHC will be merged with and into us, with us continuing as the surviving entity in the merger, or the Merger.

Pursuant to the terms and subject to the conditions and limitations set forth in the Merger Agreement, at the date and time the Merger becomes effective, or the Effective Time, each common share of beneficial interest, $0.01 par value per share, of DHC, or the DHC Common Shares, issued and outstanding as of immediately prior to the Effective Time will be automatically converted into the right to receive 0.147 (such ratio, the Exchange Ratio) of our common shares, subject to adjustment for certain reclassifications, distributions, recapitalizations or similar transactions and other exceptional distributions as described in the Merger Agreement, with cash paid in lieu of fractional shares. Other than as provided in the Merger Agreement, the Exchange Ratio is a directorfixed and will not be adjusted to reflect changes in the market price of our common shares or the DHC Common Shares prior to the Effective Time. Our common shares issued and outstanding immediately prior to the Effective Time will remain issued and outstanding common shares of beneficial ownership of the surviving entity following the Merger. We expect to change our name from “Office Properties Income Trust” to “Diversified Properties Trust” at the Effective Time.

The transactions contemplated by the Merger Agreement and the presidentterms thereof were evaluated, negotiated and chief executive officerrecommended to our Board of Sonesta.Trustees, or our Board, by a special committee of our Board, or the OPI Special Committee, and to DHC’s board of trustees, or the DHC Board, by a special committee of DHC’s Board, or the DHC Special Committee, each consisting of disinterested, independent trustees of us and DHC, respectively. Following the recommendations of the OPI Special Committee and the DHC Special Committee, our Board and the DHC Board each approved the Merger Agreement and the transactions contemplated thereby and resolved to recommend that the OPI and DHC shareholders, respectively, vote in favor of approval of the Merger and the transactions contemplated thereby. Our shareholders will be asked to vote on the approval of the Merger and related matters, including the issuance of our common shares in the Merger, at a special meeting of our shareholders.

For more information about theseThe Merger Agreement contains certain customary representations, warranties and covenants, including covenants providing that we and DHC will use reasonable best efforts to conduct our and its respective businesses in all material respects in the ordinary course during the period between the execution of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger Agreement, and to refrain from taking certain types of actions without the other party’s consent during the period between the execution of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger Agreement, subject in each case to specified exceptions.

In addition, contemporaneously with the execution of the Merger Agreement, we, DHC and RMR entered into a letter agreement, or the RMR Letter Agreement, pursuant to which, on the terms and subject to conditions contained therein, DHC and RMR have acknowledged and agreed that, effective upon consummation of the Merger, DHC shall have terminated its business and property management agreements with RMR for convenience, and RMR shall have waived its right to receive payment of the termination fee pursuant to each such relationshipsagreement upon such termination. The foregoing terminations and certainwaivers apply only in respect of the Merger and do not apply to any other related person transactions, refer to our 2021 Annual Report.transaction or arrangement.

The following information should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 20212022 Annual Report.

We are a real estate investment trust, or REIT, organized under Maryland law. As of June 30, 2022,March 31, 2023, our wholly owned properties were comprised of 172157 properties and we had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties containing approximately 444,000 rentable square feet. As of June 30, 2022,March 31, 2023, our properties are located in 3230 states and the District of Columbia and contain approximately 22,491,00020,895,000 rentable square feet. As of June 30, 2022,March 31, 2023, our properties were leased to 287267 different tenants with a weighted average remaining lease term (based on annualized rental income) of approximately 6.26.4 years. The U.S. government is our largest tenant, representing approximately 18.5%19.6% of our annualized rental income as of June 30, 2022.March 31, 2023. The term annualized rental income as used herein is defined as the annualized contractual base rents from our tenants pursuant to our lease agreements as of June 30, 2022,March 31, 2023, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization.

TheCertain changes in office space utilization that accelerated during the COVID-19 pandemic, including increased remote work arrangements and tenants consolidating their real estate footprint, continue to impact the market. The utilization and demand for office space continues to face headwinds and the various governmentalultimate impact of current trends on the demands for office space at our properties remains uncertain and market responses intendedsubject to contain and mitigatechange. Accordingly, we do not yet know what the spreadfull extent of the virusimpacts will be on our or our tenants’ businesses and its detrimental public health impact have had a significant impact onoperations nor the global economy, includinglong-term outlook for leasing vacant space.

In response to inflationary pressures, the U.S. economy. Many ofFederal Reserve has increased the restrictionsfederal funds rate by 450 basis points since March 2022 and has indicated that had been imposedthere may be additional increases. The inflationary pressures and rising interest rates in the United States during the pandemicand globally have since been lifted and commercial activity in the United States generally has increasingly returnedgiven rise to pre-pandemic practices and operations. However, certain market practicesincreasing concerns that have resulted from the pandemic, including increased alternative work arrangements such as work from home, are continuing to be experienced. We are continuing to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. To date, the COVID-19 pandemic has not had a significant adverse impact on our business and we continue to believe that our financial resources, the characteristics of our portfolio, including the diversity of our tenant base, both geographically and by industry, and the financial strength and resources of our tenants, will enable us to withstand the COVID-19 pandemic.

The ultimate adverse impact of the COVID-19 pandemic, including the extent to which alternative work arrangements such as work from home will be continued and what impact that may have on demand for office space at our properties, and recently rising interest rates, is highly uncertain and subject to change. As a result, we do not yet know the full extent of potential impacts on our business and operations, our tenants’ businesses and operations or the global economy as a whole. For more information andabout the risks relating to the COVID-19 pandemicthese dynamics and conditions and their impacts on us and our business, see Part I, Item 1A,IA, “Risk Factors”, of our 20212022 Annual Report.

Unless otherwise noted, the data presented in this section includes properties classified as held for sale as of June 30, 2022March 31, 2023 and excludes three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. For more

Occupancy data for our properties as of June 30,March 31, 2023 and 2022 and 2021 was as follows (square feet in thousands):